NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Nov 30, 2022

National Storage Mechanism | Additional information

RNS Number : 0990I

Nationwide Building Society

30 November 2022

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 IN OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NATIONWIDE BUILDING SOCIETY ANNOUNCES ACCEPTANCE AND RESULTS OF ITS CASH TENDER OFFERS FOR CERTAIN OUTSTANDING NOTES ISSUED BY SILVERSTONE MASTER ISSUER PLC UNDER ITS £35,000,000,000 RESIDENTIAL MORTGAGE BACKED NOTE PROGRAMME

30 November 2022. Further to its announcement made on 22 November 2022 (the "Launch Announcement") Nationwide Building Society (the "Offeror") today announces the results and (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) acceptance of its invitations to the holders (the "Noteholders") of the GBP 550,000,000 Series 2018-1 Class 2A Floating Rate Notes due 21 January 2070, the GBP 750,000,000 Series 2019-1 Class 2A Floating Rate Notes due 21 January 2070, and the GBP 1,000,000,000 Series 2020-1 Class 1A Floating Rate Notes due 21 January 2070 (together, the "Notes") issued by Silverstone Master Issuer plc (the "Issuer") under its £35,000,000,000 Residential Mortgage Backed Note Programme (the "Programme") to tender any and all such outstanding Notes for purchase by the Offeror for cash (each such invitation an "Offer" and, together, the "Offers") on the terms and subject to the conditions as set out in a tender offer memorandum dated 22 November 2022 prepared by the Offeror (the "Tender Offer Memorandum"). For detailed terms of the Offers, please refer to the Tender Offer Memorandum, copies of which are (subject to distribution restrictions) available from the Tender Agent as set out 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.

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 29 November 2022. This is the Announcement of Acceptance and Results of Offers referred to in the Tender Offer Memorandum. As at the Expiration Deadline, the Offeror had received valid tenders of the following Notes for purchase pursuant to the Offers:

Description of the Notes	ISIN	Original Nominal Amount Outstanding	Current Nominal Amount Outstanding	Pool Factor	Purchase Price*	Aggregate Original Nominal Amount of Valid Tenders	Aggregate Current Nominal Amount of Valid Tenders**
GBP 550,000,000 Series 2018-1 Class 2A Floating Rate Notes due 21 January 2070	XS1770381215	GBP550,000000	GBP357,500,000	0.65	100.08%	GBP14,830,000	GBP9,639,500
GBP 750,000,000 Series 2019-1 Class 2A Floating Rate Notes due 21 January 2070	XS1966746759	GBP750,000,000	GBP360,000,000	0.48	100.22%	GBP51,185,000	GBP24,568,800
GBP 1,000,000,000 Series 2020-1 Class 1A Floating Rate Notes due 21 January 2070	XS2109587977	GBP1,000,000,000	GBP700,000,000	0.70	100.05%	GBP148,770,000	GBP104,139,000

Notes

* The Purchase Price and the Accrued Interest Payment (if any) will take into account the Pool Factor. An Accrued Interest Payment (if any) will be made in respect of any Notes accepted for purchase.

** The Current Nominal Amount takes into account the Pool Factor.

The Offeror announces that (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date), it will accept for purchase all Notes validly tendered pursuant to the Offers on the basis set out in the Tender Offer Memorandum.

The expected Settlement Date for the Offers is 2 December 2022.

Following the Settlement Date, the Offeror currently expects that any Notes purchased by the Offeror pursuant to the Offers will not be cancelled but will be held by the Offeror.

Barclays Bank PLC and Merrill Lynch International are acting as Joint Dealer Managers for the Offers and Kroll Issuer Services Limited is acting as Tender Agent.

JOINT DEALER MANAGERS
Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom Telephone: +44 20 3134 8515 Email: eu.lm@barclays.com Attention: Liability Management Group	Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom Telephone: +44 207 996 5420 Email: DG.LM-EMEA@bofa.com Attention: Liability Management Group

TENDER AGENT
Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom Tel: +44 20 7704 0880 Email: silverstone@is.kroll.com Attention: Harry Ringrose / David Shilson Offers Website: https://deals.is.kroll.com/silverstone

Separate open-market purchases of notes issued by the Issuer under the Programme

Separate to the Offers mentioned in this announcement, Nationwide Building Society may from time to time separately purchase in open-market transactions outstanding notes issued by the Issuer under the Programme, including the Notes. Such separate open-market purchases may occur on or prior to the Settlement Date for the Offers, but do not form part of the Offers. This statement does not create any obligation for Nationwide Building Society to accept offers to sell such Notes (if any). The Joint Dealer Managers are not acting as joint dealer managers in respect of and accept no responsibility with respect to, such separate purchases (if any).

___

This announcement is released by Nationwide Building Society and contains inside information in relation to the Notes 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, Head of Treasury Term of Nationwide Building Society.

DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum and the Launch Announcement. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. Neither this announcement, the Tender Offer Memorandum nor the Launch Announcement 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, the Tender Offer Memorandum and the Launch Announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement the Tender Offer Memorandum or the Launch Announcement 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 Notes 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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