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RBS chairman ready to resign from Banco Santander in Spain

News date: Tuesday, 12th of October, 2004

Sir George Mathewson, chairman of Royal Bank of Scotland, is understood to be ready to resign as a non-executive director of Banco Santander Central Hispano to facilitate the Spanish bank's planned £8bn takeover of Abbey National.

An announcement on his intentions is expected shortly, along with confirmation that the two Santander bankers who are non-executives on the RBS boards are also ready to leave if their Abbey deal is successful.

Emilio Botin, chairman of Santander, and Juan Inciarte, Santander's general manager, are long-standing members of the RBS board. Mr Botin has been a non-executive since 1989 while Mr Inciarte was appointed in 1998. They have their positions because Santander owns about 5% of RBS.

Similarly, Sir George's position on the Santander board is the result of RBS's stake in the Spanish bank.

The executives are understood to be keen not to be seen to stand in the way of the Abbey deal, which is currently being scrutinised by Mario Monte, the EU's competition commissioner.

The EU is scheduled to make its pronouncement on the deal on September 17. Santander has made it clear it expects the announcement from the EU on or before this date. Under the terms of EU mergers investigation, Santander has until September 10 to make any undertakings required by the EU to receive clearance for the deal.

Questions about the continued role of Sir George on the Santander board and the two Spanish executives on the RBS board have been raised ever since the Spanish announced the deal to takeover Abbey in July. When asked at the RBS interim results last month of his intentions, Sir George would only say: "We'll cross that bridge when we come to it." At the time, he also admitted that he had not attended the Santander board meeting at which the Abbey bid was ratified.


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The offer from Santander has been recommended by the Abbey board, but there is a possibility that HBOS could make a counter offer. The Halifax Bank of Scotland combine has admitted it is considering a possible approach, but its board has not yet met to decide whether to proceed with a bid that would very likely lead to a lengthy investigation by the UK's competition commission.

Abbey's share price rose 0.5p yesterday to 612p, above the 598p at which the Santander offer currently values Abbey. The deal is constructed so that Abbey investors receive one Santander for their existing Abbey shares and 31p in cash.

Santander is yet to send the lengthy offer document to Abbey's shareholders, some 1.7m of whom are private individuals who hold their investment as a result of Abbey's conversion from a building society 15 years ago.

HBOS has complained to the EU about the cross directorships between Santander and RBS and the cross-holdings they have in each other.

Neither RBS or Santander would comment on their boardroom structure last night.

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