NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Sep 18, 2020

National Storage Mechanism | Additional information

RNS Number : 4788Z

Nationwide Building Society

18 September 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

NATIONWIDE BUILDING SOCIETY ANNOUNCES PRICING, ACCEPTANCE AND FINAL RESULTS OF ITS CASH TENDER OFFERS FOR CERTAIN OF ITS OUTSTANDING COVERED BONDS

18 September 2020.  Further to the indicative results announcement made earlier today, Nationwide Building Society1 (the "Offeror") now announces the final pricing, acceptance and results of its invitations announced on 10 September 2020 to holders of the following bonds issued by it under its Global Covered Bond Programme and irrevocably and unconditionally guaranteed as to payment of principal and interest by Nationwide Covered Bonds LLP (together, the "Covered Bonds" or the "Bonds" and each a "Series") to tender such outstanding Bonds for purchase by the Offeror for cash up to a maximum aggregate nominal amount to be determined by the Offeror in its sole and absolute discretion (the "Maximum Acceptance Amount") at the relevant Purchase Price and an Accrued Interest Payment (each such invitation an "Offer" and, together, the "Offers"):

EUR1,000,000,000 Series 2014-06 0.750% Fixed Rate Covered Bonds due 29 October 2021

(XS1130066175) (the "EUR October 2021 Bonds")

EUR1,000,000,000 Series 2015-11 0.750% Fixed Rate Covered Bonds due 26 October 2022

(XS1308693867) (the "EUR October 2022 Bonds")

EUR1,000,000,000 Series 2017-01 0.500% Fixed Rate Covered Bonds due 23 February 2024

(XS1569896498) (the "EUR February 2024 Bonds")

EUR1,250,000,000 Series 2019-02 0.050% Fixed Rate Covered Bonds due 03 June 2024

(XS2004366287) (the "EUR June 2024 Bonds")

EUR750,000,000 Series 2015-02 0.625% Fixed Rate Covered Bonds due 25 March 2027

(XS1207683522) (the "EUR March 2027 Bonds")

EUR1,000,000,000 Series 2017-02 1.375% Fixed Rate Covered Bonds due 29 June 2032

(XS1638816089) (the "EUR June 2032 Bonds")

(together, the "Euro Bonds")

and

GBP1,000,000,000 Series 2019-07 Floating Rate Covered Bonds due 02 August 2022

(XS2035642102) (the "GBP August 2022 Bonds")

GBP1,000,000,000 Series 2018-01 Floating Rate Covered Bonds due 12 April 2023

(XS1806359714) (the "GBP April 2023 Bonds")

GBP1,000,000,000 Series 2019-01 Floating Rate Covered Bonds due 10 January 2024

(XS1933035286) (the "GBP January 2024 Bonds")

GBP1,000,000,000 Series 2020-01 Floating Rate Covered Bonds due 10 January 2025

(XS2100384853) (the "GBP January 2025 Bonds")

GBP750,000,000 Series 2011-02 5.625% Fixed Rate Covered Bonds due 28 January 2026

(XS0584363724) (the "GBP January 2026 Bonds")

(together, the "Sterling Bonds")

The Offers were made on the terms and subject to the conditions contained in a tender offer memorandum dated 10 September 2020 (the "Tender Offer Memorandum") prepared by the Offeror, subject to the offer and distribution restrictions set out therein.

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 17 September 2020 and the Price Determination Time for the Offers was at or around 1.00 p.m. (London time) today. This is the Announcement of Pricing, Acceptance and Results of Offers referred to in the Tender Offer Memorandum.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Pricing, Acceptance and Results of Offers

The Offeror announces that it will accept valid tenders of Bonds (subject to the application of the relevant Pro-ration Factor in relation to a Series as set out below) pursuant to the Offers on the basis set out in the table below:

Description of the Bonds	ISIN	Nominal Amount Outstanding	Maturity Date(1)	Series Acceptance Amounts		Pro-ration Factor	Reference Yield	Fixed Spread	Purchase Yield	Purchase Price(3)
Denomination Currency	Sterling Equivalent(2)
Euro Bonds
EUR October 2021 Bonds	XS1130066175	EUR1,000,000,000	29 October 2021	EUR128,453,000	GBP117,116,156.09	Not applicable	-0.489%	-1 bps	-0.499%	101.383%
EUR October 2022 Bonds	XS1308693867	EUR1,000,000,000	26 October 2022	EUR0	GBP0	Not applicable	Not applicable	+3 bps	Not applicable	Not applicable
EUR February 2024 Bonds	XS1569896498	EUR1,000,000,000	23 February 2024	EUR341,378,000	GBP311,249,088.26	Not applicable	-0.477%	-6 bps	-0.537%	103.590%
EUR June 2024 Bonds	XS2004366287	EUR1,250,000,000	03 June 2024	EUR709,138,000	GBP646,551,787.02	Not applicable	-0.471%	-3 bps	-0.501%	102.061%
EUR March 2027 Bonds	XS1207683522	EUR750,000,000	25 March 2027	EUR250,000,000	GBP227,935,813.27	85.6635%	-0.383%	-3 bps	-0.413%	106.857%
EUR June 2032 Bonds	XS1638816089	EUR1,000,000,000	29 June 2032	EUR154,626,000	GBP140,979,212.25	Not applicable	-0.159%	+9 bps	-0.069%	117.067%
Sterling Bonds
GBP August 2022 Bonds	XS2035642102	GBP1,000,000,000	02 August 2022	GBP0	GBP0	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable
GBP April 2023 Bonds	XS1806359714	GBP1,000,000,000	12 April 2023	GBP207,057,000	GBP207,057,000	Not applicable	Not applicable	Not applicable	Not applicable	100.846%
GBP January 2024 Bonds	XS1933035286	GBP1,000,000,000	10 January 2024	GBP0	GBP0	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable
GBP January 2025 Bonds	XS2100384853	GBP1,000,000,000	10 January 2025	GBP390,282,000	GBP390,282,000	Not applicable	Not applicable	Not applicable	Not applicable	101.596%
GBP January 2026 Bonds	XS0584363724	GBP750,000,000	28 January 2026	GBP0	GBP0	Not applicable	Not applicable	54 bps	Not applicable	Not applicable

Notes

(1)      Subject to adjustment in accordance with any applicable business day convention.

(2)      In the case of the Euro Bonds, calculated at the Euro FX Rate of EUR1.0968 = GBP1.

(3)      An Accrued Interest Payment will also be made in respect of any Bonds accepted for purchase.

----

Total Consideration

The total consideration payable to each Holder in respect of Bonds validly submitted for tender and accepted for purchase by the Offeror will be an amount in cash equal to (i) the relevant Purchase Price for the Bonds, multiplied by each Authorised Denomination in aggregate nominal amount of Bonds validly tendered and delivered by such Holder and accepted by the Offeror for purchase (rounded to the nearest €0.01 or £0.01, as applicable, with €0.005 or £0.005 being rounded upwards) plus (ii) any Accrued Interest Payment payable in respect of the relevant Bonds.

For the purposes of calculating the final Maximum Acceptance Amount, the Euro FX Rate is EUR1.0968 = GBP1.

Settlement of the Offers

The Settlement Date for the purchase of the relevant Bonds pursuant to the Offers is expected to take place on 22 September 2020.

On or before the Settlement Date, in accordance with the limited liability partnership deed entered into on 30 November 2005 (as amended and restated and/or supplemented from time to time) between, among others, Nationwide Building Society and the LLP, Nationwide Building Society will sell the Bonds it has purchased pursuant to the Offer (the Tendered Bonds) to the LLP. The LLP will fund its purchase of the Tendered Bonds and related transactions (including payments due under the relevant Covered Bond Swaps) through a Cash Capital Contribution by Nationwide Building Society. Following the surrender for cancellation of the Tendered Bonds, any amounts paid by the LLP to Nationwide Building Society in connection with the repurchase of the Tendered Bonds shall reduce amounts payable under the Intercompany Loan, and the relevant Covered Bond Swaps shall partially terminate. With respect to the Series 2017-2 Covered Bonds, on or before the Settlement Date, the two Covered Bond Swaps with Nationwide Building Society and ING Bank N.V., respectively, shall be amended to provide for partial termination of the Covered Bond Swap with Nationwide Building Society only to the extent of and following the surrender for cancellation of the Tendered Bonds, and no termination of the Covered Bond Swap with ING Bank N.V. in connection with the surrender for cancellation of the Tendered Bonds.

NatWest Markets Plc and UBS AG London Branch are acting as Joint Dealer Managers for the Offers and Lucid Issuer Services Limited is acting as Tender Agent.

JOINT DEALER MANAGERS
NatWest Markets Plc 250 Bishopsgate Loudon EC2M 4AA United Kingdom Telephone: +44 20 7678 5222 Email: liabilitymanagement@natwestmarkets.com Attention: Liability Management	UBS AG London Branch 5 Broadgate London EC2M 2QS United Kingdom Telephone: +44 20 7568 1121 Email: ol-liablitymanagement-eu@ubs.com Attention: Liability Management Group

TENDER AGENT
Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom Telephone: +44 20 7704 0880 Email: nationwide@lucid-is.com Attention: David Shilson

___

1 LEI:  549300XFX12G42QIKN82

This announcement is released by Nationwide Building Society and contains inside information in relation to the Covered Bonds and is disclosed in accordance with the Market Abuse Regulation (EU) 596/2014 ("MAR"). For the purposes of MAR, this announcement is made by Krishan Hirani, Senior Manager, Funding & Capital Markets of Nationwide Building Society.

DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. Neither this announcement nor the Tender Offer Memorandum constitutes an offer or an invitation to participate in the Offers in the United States or in any other jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Offeror, the Joint Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.

The Expiration Deadline for the Offers has now passed and, accordingly, it is no longer possible to tender Bonds pursuant to the Offers. The Offers were not made directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States.

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