Regulatory Filings • Dec 7, 2022
Regulatory Filings
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UK MiFIR product governance/Professional investors and ECPs only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Prohibition of sales to EEA retail investors – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the EU PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
Prohibition of sales to UK retail investors – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (FSMA) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
5 December 2022
(Incorporated in England under the Building Societies Act 1986, as amended) (Legal entity identifier (LEI): 549300XFX12G42QIKN82)
£650,000,000 6.178 per cent. Fixed Rate Reset Senior Non-Preferred Notes due 2027
issued pursuant to its U.S.\$25,000,000,000 European Note Programme
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 24 October 2022 and the supplemental Prospectus dated 18 November 2022, which together constitute a base prospectus (the Base Prospectus) for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the UK Prospectus Regulation). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus has been published on the website of the London Stock Exchange through a regulatory information service (http://www.londonstockexchange.com/exchange/news/market-news/market-newshome.html).
| 1. | Status of the Notes: | Senior Non-Preferred | |
|---|---|---|---|
| 2. | Interest Basis: | Reset (see paragraph 15 below) | |
| DESCRIPTION OF THE NOTES | |||
| 3. | New Global Note: | Yes | |
| 4. | Form of Notes: | Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event |
|
| 5. | (a) | Series Number: | 522 |
| (b) | Tranche Number: | 1 | |
| (c) | Date on which the Notes will be consolidated and form a single Series: |
Not Applicable | |
| 6. | (a) | Nominal Amount of Notes to be issued: |
£650,000,000 |
| (b) | Aggregate nominal amount of Series: | £650,000,000 | |
| (c) | Specified Currency: | Pounds sterling (£) | |
| (d) | Specified Denomination(s): | £100,000 and integral multiples of £1,000 in excess thereof up to (and including) £199,000. No Notes in definitive form will be issued with a denomination above £199,000 |
|
| (e) | Calculation Amount: | £1,000 | |
| 7. | Issue Price: | 100.00 per cent. | |
| 8. | Issue Date: | 7 December 2022 | |
| 9. | Interest Commencement Date: | Issue Date | |
| 10. | Automatic/optional conversion from one Interest Basis to another: |
Not Applicable | |
| 11. | Additional Financial Centre(s): | Not Applicable |
| 12. | Fixed Rate Note Provisions | Not Applicable | ||
|---|---|---|---|---|
| 13. | Zero Coupon Note Provisions | Not Applicable Not Applicable |
||
| 14. | Floating Rate Note Provisions | |||
| 15. | Reset Note Provisions | Applicable | ||
| (a) | Initial Rate of Interest: | 6.178 per cent. per annum payable annually in arrear | ||
| (b) | First Margin: | + 2.213 per cent. per annum | ||
| (c) | Subsequent Margin: | Not Applicable | ||
| (d) | Interest Payment Date(s): | 7 December in each year from (and including) 7 December 2023 up to (and including) the Maturity Date |
||
| (e) | Fixed Coupon Amount to (but excluding) the First Reset Date: |
£61.78 per Calculation Amount | ||
| (f) | Broken Amount(s): | Not Applicable | ||
| (g) | Reset Reference Rate: | Mid-Swaps | ||
| (h) | First Reset Date: | 7 December 2026 | ||
| (i) | Second Reset Date: | Not Applicable | ||
| (j) | Subsequent Reset Date(s): | Not Applicable | ||
| (k) | Relevant Screen Page: | Bloomberg Screen "BPISDS01 Index" | ||
| (l) | Mid-Swap Rate: | Single Mid-Swap Rate | ||
| (m) | Fixed Leg Swap Duration: | 12 months | ||
| (n) | Floating Leg Swap Duration: | 12 months | ||
| (o) | Mid-Swap Floating Leg Benchmark Rate: |
Overnight SONIA rate compounded for the Floating Leg Swap Duration (calculated on an Actual/365 day count basis) |
||
| (p) | Mid-Swap Fallback Rate in respect of the first Reset Determination Date: |
3.965 per cent. | ||
| (q) | Day Count Fraction: | Actual/Actual (ICMA) | ||
| (r) | Determination Date(s): | 7 December in each year | ||
| (s) | Business Centre(s): | London | ||
| (t) | Business Day Convention: | Following Business Day |
| • Adjusted: |
Not Applicable | ||
|---|---|---|---|
| • Non-Adjusted: |
Applicable | ||
| (u) | Calculation Agent: | Agent | |
| 16. | Benchmark Discontinuation: | Applicable | |
| (a) | Benchmark Replacement: | Applicable – Condition 4.4(a) applies | |
| (b) | Benchmark Transition: | Not Applicable |
| 17. | Maturity Date: | 7 December 2027 | |
|---|---|---|---|
| 18. | Redemption at Issuer's option: | Applicable | |
| (a) | Optional Redemption Date(s): | 7 December 2026 | |
| (b) | Optional Redemption Amount: | £1,000 per Calculation Amount | |
| (c) | Notice periods: | Minimum period: 15 Business Days Maximum period: 30 Business Days |
|
| 19. | Regulatory Event (Subordinated Notes only): | Not Applicable | |
| 20. | (a) | Senior Non-Preferred Notes: Loss Absorption Disqualification Event Redemption: |
Applicable |
| (b) | Loss Absorption Disqualification Event: |
Full or Partial Exclusion | |
| (c) | Senior Non-Preferred Notes: Substitution and Variation: |
Applicable | |
| 21. | Redemption at Noteholder's option: | Not Applicable | |
| 22. | Final Redemption Amount: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.00 per cent. of their nominal amount |
|
| 23. | Early redemption |
Redemption Amount payable on for taxation reasons or (for Subordinated Notes only) following a |
£1,000 per Calculation Amount |
Regulatory Event or (for any Note) on an
Event of Default:
The indicative rating descriptions set out in Part B of these Final Terms have been extracted from the respective websites of Moody's Investors Service Limited, S&P Global Ratings UK Limited and Fitch Ratings Ltd. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by each credit rating agency, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Signed on behalf of NATIONWIDE BUILDING SOCIETY
By: ................................................................... By: ........................................................... Katie Eliason Sarah Robinson Duly Authorised Duly Authorised
| (a) | Listing and Admission to trading: | Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's main market and listing on the Official List of the FCA with effect from on or around the Issue Date. |
||
|---|---|---|---|---|
| (b) | Estimated of total expenses related to admission to trading: |
£5,410 | ||
| 2. | RATINGS Ratings: The Notes to be issued have been rated: |
|||
| Moody's Investors Service Limited: S&P Global Ratings UK Limited: Fitch Ratings Ltd.: |
A3 BBB+ A |
|||
| A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. |
||||
| The rating agencies above have following high-level descriptions of such ratings: |
published the |
Save for any fees payable to the Joint Lead Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Joint Lead Managers and their respective affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
Indication of yield: 6.178 per cent. per annum (on an annual basis)
The yield is calculated on the basis of the Rate of Interest applicable up to (but excluding) the First Reset Date and the Issue Price as at the Issue Date. It is not an indication of future yield.
No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
(f) Relevant Benchmark: SONIA is provided by the Bank of England. As far as the Issuer is aware, as at the date hereof, SONIA does not fall within the scope of the UK Benchmarks Regulation.
| Prohibition of Sales to EEA Retail Investors: | Applicable |
|---|---|
| Prohibition of Sales to UK Retail Investors: | Applicable |
Each Joint Lead Manager has represented and agreed that it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, the Notes to any investor in Italy.
UKO2: 2005573599.4
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