Capital/Financing Update • Aug 26, 2019
Capital/Financing Update
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MiFID II product governance/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 eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); 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 MiFID II 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in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the Insurance Mediation Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.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 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 PRIIPs Regulation.
22 August 2019
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 31 October 2018 and the supplemental Prospectuses dated 22 November 2018, 8 February 2019 and 21 May 2019 which together constitute a base prospectus (the Base Prospectus) for the purposes of Directive 2003/71/EC (as amended or superseded) (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. 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/marketnews-home.html).
(a) Senior Non-Preferred Notes: Waiver of Set-off: Not Applicable
| (b) | Senior Non-Preferred Notes: Restricted Events of Default: |
Not Applicable | |
|---|---|---|---|
| (c) | Senior Non-Preferred Notes: Gross-up of principal: |
Not Applicable | |
| 2. | Interest Basis: | Floating Rate (see paragraph 14 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: | 509 |
| (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: |
£8,000,000 |
| (b) | Aggregate nominal amount of Series: |
£8,000,000 | |
| (c) | Specified Currency: | Pounds sterling (£) | |
| (d) | Specified Denomination(s): | £100,000 | |
| (e) | Calculation Amount: | £100,000 | |
| 7. | Issue Price: | 100.00 per cent. |
|
| 8. | Issue Date: | 27 August 2019 | |
| 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 | |
| ANY) PAYABLE | PROVISIONS RELATING TO INTEREST (IF | ||
| 12. | Fixed | Rate Note Provisions | Not Applicable |
| 13. | Zero Coupon Note Provisions | Not Applicable |
| 14. | Floating Rate Note Provisions | Applicable | ||
|---|---|---|---|---|
| (a) | Rate | Party responsible for calculating the of Interest and Interest Amount (if not the Agent): |
Agent | |
| (b) | Interest Period(s) or specified Interest Payment Date(s): |
The Interest Payment Dates are 27 February, 27 May, 27 August and 27 November in each year from (and including) 27 November 2019 up to (and including) the Maturity Date, each subject to adjustment in accordance with the Business Day Convention. |
||
| (c) | Business Day Convention: | Modified Following Business Day | ||
| (d) | Additional Business Centre(s): | Not Applicable | ||
| (e) | First Interest Payment Date: | 27 November 2019 | ||
| (f) | Manner in which Rate of Interest is to be determined: |
Screen Rate Determination | ||
| (g) | If Screen Rate Determination: | |||
| (i) | Reference Rate, Specified |
Reference Rate: Compounded Daily SONIA | ||
| Time and Relevant Financial Centre: |
Specified Time: 11.00 a.m. | |||
| Relevant Financial Centre: London | ||||
| (ii) | Interest Determination Date: | The first London Banking Day falling after the last day of the relevant Observation Period |
||
| (iii) | Relevant Screen Page: | Reuters Screen SONIA Page | ||
| (iv) | SONIA Lag Period (p): |
5 London Banking Days |
||
| (h) | If ISDA Determination: | Not Applicable | ||
| (i) | Linear Interpolation: | Not Applicable | ||
| (j) | Margin(s): | plus 0.85 per cent. per annum |
||
| (k) | Minimum Rate of Interest (if any): | 0.00 per cent. per annum | ||
| (l) | Maximum Rate of Interest (if any): | Not Applicable | ||
| (m) | Day Count Fraction: | Actual/365 (Fixed) | ||
| 15. | Reset Note Provisions |
Not Applicable | ||
| 16. | Benchmark Replacement: | Applicable |
| 17. | Maturity Date: | Interest Payment Date falling in or nearest to August 2024 |
|
|---|---|---|---|
| 18. | Redemption at Issuer's option: | Not Applicable | |
| 19. | Regulatory Event (Subordinated Notes only): | Not Applicable | |
| 20. | (a) | Senior Non-Preferred Notes: Loss Absorption Disqualification Event Redemption: |
Not Applicable |
| (b) | Loss Absorption Disqualification Event: |
Not Applicable | |
| (c) | Senior Non-Preferred Notes: Substitution and Variation: |
Not 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 Subordinated |
Redemption Amount payable on redemption for taxation reasons (for or Notes only) following a Regulatory Event or (for any Note) on an |
£100,000 per Calculation Amount |
Event of Default:
Signed on behalf of NATIONWIDE BUILDING SOCIETY
By: ...... t!J~ ................ .. By: . .................... Me~ ........ .
| (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 regulated market and listing on the Official List of the UK Listing Authority with effect from the Issue Date. |
||
|---|---|---|---|---|
| (b) | Estimated of total expenses related to admission to trading: |
£395 | ||
| 2. | RATINGS | |||
| Ratings: | The Notes to be issued are expected to be | rated: | ||
| Moody's Investors Service Limited: S&P Global Ratings Europe Limited: Fitch Ratings Ltd.: |
Aa3 A A+ |
Save for any fees payable to Crédit Agricole Corporate and Investment Bank, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. Crédit Agricole Corporate and Investment Bank and its 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: | Not Applicable | |||
|---|---|---|---|---|
| 5. | OPERATIONAL INFORMATION | |||
| (a) | ISIN: | XS2045891947 | ||
| (b) | Common Code: | 204589194 | ||
| (c) | CFI: | See the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN. |
||
| (d) | FISN: | See the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN. |
||
| (e) | Any clearing system(s) other than Euroclear and Clearstream, |
Not Applicable |
| Luxembourg and the relevant identification number(s): |
||
|---|---|---|
| (f) | Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable |
| (g) | Intended to be held in a manner which would allow Eurosystem eligibility: |
Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the International Central Securities Depositories (ICSDs) as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the European Central Bank (ECB) being satisfied that Eurosystem eligibility criteria have been met. |
| (h) | Relevant Benchmark: | As far as the Issuer is aware, as at the date hereof, SONIA does not fall within the scope of the Benchmarks Regulation. |
Prohibition of Sales to EEA Retail Investors: Applicable
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