Regulatory Filings • Sep 17, 2018
Regulatory Filings
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(Incorporated in England under the Building Societies Act 1986, as amended)
(the European Note Programme)
unconditionally and irrevocably guaranteed as to payments by Nationwide Covered Bonds LLP (the LLP) (a limited liability partnership incorporated in England and Wales)
(the Global Covered Bond Programme)
This supplement (the Supplement) to the base prospectus dated 16 February 2018 for the European Note Programme (as supplemented on 23 May 2018 and 13 August 2018), the base prospectus dated 27 July 2018 for the Global Covered Bond Programme (as supplemented on 13 August 2018) and the base prospectus dated 26 June 2018 for the USMTN Programme (as supplemented on 13 August 2018) (together, the Base Prospectuses and each, a Base Prospectus) constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 and is prepared in connection with the European Note Programme, the Global Covered Bond Programme and the USMTN Programme, each established by Nationwide Building Society (the Issuer). Terms defined in the Base Prospectuses have the same meaning when used in this Supplement.
This Supplement is supplemental to, and should be read in conjunction with, the relevant Base Prospectus and any other supplements to the relevant Base Prospectus issued by the Issuer.
The Issuer and, in respect of the Global Covered Bond Programme only, the LLP, each accept responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer and, in respect of the Global Covered Bond Programme only, the LLP (having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.
The purpose of this Supplement is to update the Base Prospectuses to include disclosure on the Issuer's additional technology investment and its reaffirmed commitment to its key strategic priorities for its fiveyear investment plan, as announced by the Issuer on 14 September 2018.
On 14 September 2018, the Issuer published a regulatory news service announcement entitled "Redefining service for a digital world" (the Announcement), in which the Issuer announced an additional technology investment of £1.3 billion, taking its overall investment plans to £4.1 billion over the next five years.
This investment is intended to enable the Issuer to simplify its technology estate and build new technology platforms to enable growth and diversification, and to drive forward digital, data and analytic strategies. At the same time, the Issuer intends to continue to transform member experience on the high street through investment in branches and other channels. Through this programme, the Issuer will seek to take advantage of the opportunities to grow its membership and revenue in existing and new propositions, to further enhance service, to simplify operations and to build new skills for the future. As part of this overall investment, the Issuer anticipates creating an additional technology hub in the UK and employing between 750 and 1000 people over time.
The Issuer expects to recognise an additional charge of between £200 million to £250 million in the current financial year in light of the incremental technology investment, approximately half of which is expected to be recognised within the first half of the financial year. The Issuer considers that the full year range represents a reasonable estimate for the on-going annualised impact on profits over the period to 2023 as the Issuer delivers the programme.
The Issuer considers that it is making this investment from a position of financial strength, with present capital levels higher than at any point during its history. The Issuer remains committed to its financial performance framework and expects to continue to improve its capital ratios over the period (excluding the impact of any capital calls it chooses to make and proposed regulatory changes). The investment strategy is designed to enable greater efficiencies, and the Issuer has extended its sustainable saves target from £300 million by 2021 to £500 million by 2023. Furthermore, the Board reaffirmed its commitment to its existing Core Capital Deferred Shares distribution policy, and confirmed that it does not envisage any impact on its approach to, or level of, Core Capital Deferred Share distributions as a result of the additional technology investment.
The Issuer recognises that customer expectations of service are rapidly changing in a digital world, and believes its members want a combination of human service on the high street, as well as digital convenience. As a building society, the Issuer considers itself well placed to deliver both - continuing to invest in its branches alongside its significant investment in technology and operational capabilities.
In 2016, the Issuer's strategy refresh focused on core purpose with mutuality and members at the centre. 'Building society, nationwide', is underpinned by five cornerstones: built to last, building thriving membership, building legendary service, building PRIDE and building a national treasure. In its Announcement, the Issuer reaffirmed its commitment to:
building legendary service capability for a digital age, combining digital convenience with a human touch - targeting 60 per cent. of active current account members using mobile and launching new member propositions enabled by the introduction of Open Banking in the UK;
building new skills and talent for the future, remaining true to its PRIDE values which define its member-focused culture - creating an additional technology hub employing between 750 and 1,000 people; and
To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the relevant Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the relevant Base Prospectus, the statements in (a) above will prevail.
Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectuses since the publication of the Base Prospectuses.
The date of this Supplement is 17 September 2018.
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