Regulatory Filings • Dec 23, 2019
Regulatory Filings
Open in ViewerOpens in native device viewer
IMPORTANT: You must read the following before continuing. The following applies to the supplement attached to this electronic transmission, and you are therefore advised to read this carefully before reading, accessing or making any other use of the supplement. In accessing the supplement, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OR "BLUE SKY" LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THEREFORE MAY NOT BE OFFERED, SOLD, RESOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S (REGULATION S) UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAWS. ACCORDINGLY, THE NOTES ARE BEING OFFERED AND SOLD (I) TO PERSONS THAT ARE "QUALIFIED INSTITUTIONAL BUYERS" (QIBS) AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (RULE 144A) AND WHO ARE ALSO QUALIFIED PURCHASERS (QPS) WITHIN THE MEANING OF SECTION 2(A)(51)(A) OF THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE INVESTMENT COMPANY ACT), IN EACH CASE ACTING FOR THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBS EACH OF WHICH IS ALSO A QP IN RELIANCE ON RULE 144A, OR (II) OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS IN RELIANCE ON REGULATION S. IN ADDITION, THE ISSUER HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT. THE NOTES ARE NOT TRANSFERABLE EXCEPT UPON SATISFACTION OF CERTAIN CONDITIONS AS DESCRIBED UNDER "TRANSFER RESTRICTIONS" HEREIN.
THE FOLLOWING SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
You are reminded that the supplement has been delivered to you on the basis that you are a person into whose possession this supplement may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the supplement to any other person.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the lead managers or any affiliate of the lead managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the lead managers or such affiliate on behalf of the issuer in such jurisdiction.
By accessing the supplement, you shall be deemed to have confirmed and represented to us that (a) you have understood and agree to the terms set out herein, (b) you consent to delivery of the supplement by electronic transmission, (c) you are either (i) not a U.S. person (within the meaning of Regulation S under the Securities Act) or acting for the account or benefit of a U.S. person and the electronic mail address that you have given to us and to which this e-mail has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or the District of Columbia or (ii) a qualified institutional buyer (QIB) within the meaning of Rule 144A under the Securities Act (Rule 144A) and a qualified purchaser (QP) within the meaning of Section 2(a)(51)(A) of the United States Investment Company Act of 1940, as amended (the Investment Company Act), and the rules and regulations thereunder, in each case acting for your own account or for the account of one or more QIBs each of which is also a QP in reliance on Rule 144A and (d) if you are a person in the United Kingdom, then you are a person who (i) is an investment professional within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the FPO) or (ii) is a high net worth entity falling within Article 49(2)(a) to (d) of the FPO (all such persons together being referred to as relevant persons). This supplement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this supplements relates is available only to relevant persons and will be engaged in only with relevant persons.
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 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.
IMPORTANT – EEA RETAIL INVESTORS – The notes are not intended 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, IMD), 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.
This supplement has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither Silverstone Master Issuer PLC nor Nationwide Building Society nor any dealers or nor any person who controls, nor any director, officer, employee or agent of Silverstone Master Issuer PLC or Nationwide Building Society or any dealer nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the supplement distributed to you in electronic format and the hard copy version available to you on request from Silverstone Master Issuer PLC or Nationwide Building Society.
This supplement (the supplement) (including any documents incorporated by reference) is supplemental to the base prospectus dated 9 April 2019 (as supplemented by the supplement to the base prospectus dated 18 April 2019) (the base prospectus), which comprises a base prospectus for the purpose of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive), constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the FSMA), as Section 87G stood immediately prior to 21 July 2019, and is prepared in connection with the above mentioned residential mortgage backed note programme (the Programme) established by Silverstone Master Issuer PLC (the issuer). Terms defined in the base prospectus have the same meaning when used in this Supplement.
This supplement is supplemental to, and should be read in conjunction with, the base prospectus and any other supplements to the base prospectus issued by the issuer. The issuer accepts responsibility for the information contained in this supplement. To the best of the knowledge of the issuer (who has 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. To the extent that there is any inconsistency between (a) any statement in this supplement or any statement incorporated by reference into the base prospectus by this supplement and (b) any other statement in or incorporated by reference in the 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 prospectus since the publication of the base prospectus.
Any notes issued pursuant to the Programme have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or the state securities laws of any state of the United States and may not be offered, sold or delivered in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation S)) except to persons that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act who are also qualified purchasers within the meaning of the United States Investment Company Act of 1940, as amended, and the rules and regulations thereunder, or in transactions that occur outside the United States to persons other than U.S. persons in accordance with Regulation S or in other transactions exempt from registration under the Securities Act and, in each case, in compliance with applicable securities laws.
The purpose of this Supplement is to set out changes resulting from updates to applicable rating agency criteria in respect of the Mortgages trustee account bank, the Funding 1 account bank, the Issuer account bank, the Funding 1 swap provider, and the Issuer swap provider.
The sections titled "The Mortgages trustee account bank", "Funding 1 account bank", "Issuer account bank", "Funding 1 swap provider", and "Issuer swap provider" under "Triggers Tables—Rating Triggers Table" shall be replaced in full with the following to reflect certain updates to applicable rating agency criteria:
Unless the mortgages trustee account bank opens a
unless, in either case, Fitch, Moody's and S&P confirm that the then current ratings of the notes then outstanding would not be downgraded, withdrawn or qualified (the transfer or guarantee waiver).
standby account with a suitable standby facility mortgages trustee bank, the cash manager, Funding 1 or the mortgages trustee shall (with the prior written consent of the Funding 1 security trustee) or the Funding 1 security trustee may terminate the mortgages trustee bank account agreement and close any mortgages trustee bank accounts by giving not less than 60 calendar days' (in respect of such downgrade by Moody's or Fitch) or 90 calendar days' (in respect of such downgrade by S&P) prior written notice in writing to the relevant mortgages trustee account bank (subject to a suitable replacement with sufficient ratings having been appointed as described below) and additionally, specifically where a mortgages trustee account bank S&P rating event has occurred, the balances shall be transferred to such a replacement bank in accordance with the S&P remedy period. Notwithstanding the foregoing, in the event that the mortgages trustee account bank fails to have the mortgages trustee account bank required ratings, it may continue to operate, and receive deposits into, the mortgages trustee GIC account provided that (i) it opens a standby account with a suitable bank, (ii) it provides collateral (either by posting eligible collateral or procuring the issuer to make a term NR GIC collateral advance) against such deposits pursuant to the transaction documents and (iii) its "Deposit Rating" or (when a Deposit Rating is not assigned or not applicable) "Issuer Default Ratings" does not fall below BBB- by Fitch. For further detail, please see "The bank account agreements—the Mortgages trustee bank account agreement").
Suitable replacement means a replacement financial institution or institutions (a) with an "Issuer Default Rating" of at least F1 short term or a "Deposit Rating" or (when a Deposit Rating is not assigned or not applicable) an "Issuer Default Rating" of at least A long-term (in the case of Fitch) and with a senior unsecured rating or a deposit rating of at least P-1 short-term or A2 long-term, as applicable, (in the case of Moody's) and with an issuer credit rating of at least A-1 short-term or A longterm (or if not rated at least A-1 short-term, at least A+ long-term) (in the case of S&P), and (b) being an appropriately authorised institution under the FSMA.
Funding 1 account bank
(a) If the "Issuer Default Ratings" fall below F1 short-term and the "Deposit Ratings" or (when a Unless the Funding 1 account bank obtains a guarantee over its obligations under the Funding 1 bank account agreement from a suitable guarantor, the cash manager Deposit Rating is not assigned or not applicable) the "Issuer Default Ratings" fall below A long-term by Fitch; or
unless, in either case, Fitch, Moody's and S&P confirm that the then current ratings of the notes then outstanding would not be downgraded, withdrawn or qualified.
unless, in either case, Fitch, Moody's and S&P confirm that the then current ratings of the notes then outstanding would not be downgraded, withdrawn or qualified.
or Funding 1 shall (with the prior written consent of the Funding 1 security trustee) or the Funding 1 security trustee may terminate the Funding 1 bank account agreement and close any Funding 1 bank accounts by giving not less than 60 calendar days' (in respect of such downgrade by Moody's or Fitch) or 90 calendar days' (in respect of such downgrade by S&P) prior written notice in writing to the relevant Funding 1 account bank (with a copy to, as applicable, certain other parties) (subject to a suitable replacement with sufficient ratings having been appointed as described above) and additionally, specifically where a Funding 1 account bank S&P rating event has occurred, the balances shall be transferred to such a replacement bank in accordance with the Funding 1 account bank S&P remedy period. Notwithstanding the foregoing, in the event that the Funding 1 account bank fails to have the Funding 1 account bank required ratings, it may continue to operate, and receive deposits of Funding 1 deposit nonreserved amounts into, the Funding 1 collateralised GIC account provided that (i) the Funding 1 account bank provides collateral (either by posting eligible collateral or procuring the issuer to make a term NR GIC collateral advance) against such deposits pursuant to the transaction documents and (ii) the "Deposit Rating" or (when a Deposit Rating is not assigned or not applicable) "Issuer Default Ratings" of the Funding 1 account bank does not fall below BBB- by Fitch. For further detail, please see "The bank account agreements—the Funding 1 bank account agreement").
Unless the issuer account bank obtains a guarantee over its obligations under the issuer bank account agreement from a suitable guarantor, the issuer cash manager or the issuer shall (with the prior written consent of the issuer security trustee) or the issuer security trustee may terminate the mortgages trustee bank account agreement and close any mortgages trustee bank accounts by giving not less than 60 calendar days' (in respect of such downgrade by Moody's or Fitch) or 90 calendar days' (in respect of such downgrade by S&P) prior written notice in writing to the relevant issuer account bank (with a copy to, as applicable, certain other parties) (subject to a suitable replacement with sufficient ratings having been appointed as described above) and additionally, specifically where an issuer account bank S&P rating event has occurred, the balances shall be transferred to such a replacement bank in accordance with the S&P remedy period.
Loss of the S&P required ratings, the Fitch The relevant remedial actions and relevant timing for
required ratings or the Moody's required ratings, as set out below.
For so long as the notes are rated by S&P, the S&P required ratings set out below apply. The relevant S&P required ratings depend on which S&P framework is elected by the Funding 1 swap provider from time to time (the S&P framework) and the rating of the notes with the highest rating from S&P (the S&P relevant notes). There are four S&P frameworks: Strong, Adequate, Moderate and Weak.
For so long as the notes are rated by Fitch, the Fitch required ratings set out below apply. The relevant Fitch required ratings depend on the rating of the notes with the highest rating from Fitch (the Fitch relevant notes).
For so long as the notes are rated by Moody's, the Moody's required ratings set out below apply.
such actions set out below are dependent on the trigger that has been breached.
Following the loss of any S&P required rating, during the relevant period, the Funding 1 swap provider may, in addition to each of the remedies set out below, elect to change the S&P framework in order to cure the breach of the ratings trigger (i.e. where the Funding 1 swap provider has the required ratings under another S&P framework but does not have the required ratings under the S&P framework currently in effect).
| Rating | S&P Strong | S&P Adequate | S&P Moderate | S&P Weak | ||||
|---|---|---|---|---|---|---|---|---|
| of the | Initial | Subsequent | Initial | Subsequent | Initial | Subsequent | Initial | Subsequent |
| S&P | S&P | S&P | S&P | S&P | S&P | S&P | S&P | S&P |
| relevant | Rating | Rating | Rating | Rating | Rating | Rating | Rating | Rating |
| notes | Event | Event | Event | Event | Event | Event | Event | Event |
| AAA | A- | BBB+ | A- | A- | A | A | NA | A+ |
| AA+ | A- | BBB+ | A- | A- | A- | A- | NA | A+ |
| AA | A- | BBB | BBB+ | BBB+ | A- | A- | NA | A |
| AA- | A- | BBB | BBB+ | BBB+ | BBB+ | BBB+ | NA | A |
| A+ | A- | BBB- | BBB | BBB | BBB+ | BBB+ | NA | A |
| A | A- | BBB- | BBB | BBB | BBB | BBB | NA | BBB+ |
| A- | A- | BBB- | BBB | BBB- | BBB | BBB | NA | BBB+ |
| BBB+ | A- | BBB- | BBB | BBB- | BBB | BBB- | NA | BBB |
| BBB | A- | BBB- | BBB | BBB- | BBB | BBB- | NA | BBB |
| BBB- | A- | BBB- | BBB | BBB- | BBB | BBB- | NA | BBB |
| BB+ | A- | At least as | BBB | At least as | BBB | At least as | NA | |
| and | high as 3 | high as 2 | high as 1 | At least as | ||||
| below | notches | notches | notch below | high as the | ||||
| below the | below the | the | Relevant | |||||
| Relevant | Relevant | Relevant | Notes rating | |||||
| Notes rating | Notes rating | Notes rating |
S&P required ratings: The S&P required ratings are set out in the table below.
The Funding 1 swap provider or any relevant guarantor will have the relevant S&P required rating if its issuer credit rating or its resolution counterparty rating assigned by S&P is at least as high as the applicable S&P required rating corresponding to the then current rating of the relevant notes and the applicable S&P framework as specified in the above table.
The Funding 1 swap provider and any applicable guarantor fails to have any S&P initial required rating where S&P framework Strong, Adequate or Moderate applies.
The Funding 1 swap provider must provide collateral within 10 business days (to the extent required depending on the value of the Funding 1 swap in respect of fixed rate loans (the Funding 1 fixed rate swap) to each of the parties at such time) unless it (i) transfers its The Funding 1 swap provider and any applicable guarantor fails to have any S&P subsequent required rating where S&P framework Strong, Adequate or Moderate applies.
The Funding 1 swap provider and any applicable guarantor fails to have any S&P required rating where S&P framework Weak applies.
The Funding 1 swap provider, or any additional guarantor, must satisfy the following requirements to have the obligations in respect of the Funding 1 fixed rate swap to an entity that is eligible to be a swap provider under the S&P ratings criteria, (ii) obtains a guarantee in respect of the Funding 1 fixed rate swap from an entity with the S&P initial required ratings, or (iii) takes such other action as is required to maintain, or restore, the rating of the S&P relevant notes.
Funding 1 may terminate the Funding 1 fixed rate swap if the Funding 1 swap provider fails to provide collateral in respect of the Funding 1 fixed rate swap in the relevant time period (to the extent the Funding 1 swap provider is required to do so).
The Funding 1 swap provider must use its commercially reasonable efforts to, within 90 calendar days, either (i) transfer its obligations in respect of the Funding 1 fixed rate swap to an entity that is eligible to be a swap provider under the S&P ratings criteria, (ii) obtain a guarantee in respect of the Funding 1 fixed rate swap from an entity with at least the S&P subsequent required ratings, or (iii) take such other action as is required to maintain, or restore, the rating of the S&P relevant notes.
Whilst this process is on-going the Funding 1 swap provider must also provide collateral within 10 business days (to the extent required depending on the value of the Funding 1 fixed rate swap to each of the parties at such time).
Funding 1 may terminate the Funding 1 fixed rate swap if the Funding 1 swap provider fails to provide collateral in respect of the Funding 1 fixed rate swap in the relevant time period (to the extent the Funding 1 swap provider is required to do so). Funding 1 may also terminate the Funding 1 fixed rate swap if the Funding 1 swap provider either fails to use its commercially reasonable efforts to take the relevant actions or the relevant time period has expired.
The Funding 1 swap provider must use its commercially reasonable efforts to, within 90 calendar days, either (i) transfer its obligations in respect of the Funding 1 fixed rate swap to an entity that is eligible to be a swap provider under the S&P ratings criteria, (ii) obtain a guarantee in respect of the Funding 1 fixed rate swap from an entity with at least the S&P required ratings, or (iii) take such other action as is required to maintain, or restore, the rating of the S&P relevant notes.
There is no requirement to provide collateral whilst the process is on-going.
Funding 1 may terminate the Funding 1 fixed rate swap if the Funding 1 swap provider either fails to use its commercially reasonable efforts to take the relevant actions or the relevant time period has expired.
The Funding 1 swap provider must provide collateral within 30 business days (to the extent required depending on the value of the Funding 1 fixed rate swap
Moody's required ratings: the long-term, unsecured and unsubordinated debt obligations must be rated at least A3 by Moody's or the long-term counterparty risk assessment must be A3(cr) or above by Moody's.
to each of the parties at such time).
The Funding 1 swap provider must use its commercially reasonable efforts to, as soon as reasonably practicable, either transfer its obligations in respect of the Funding 1 fixed rate swap to an entity that is eligible to be a swap provider under the Moody's criteria or obtain a guarantee of its obligations in respect of the Funding 1 fixed rate swap from an entity with at least the relevant Moody's required ratings.
Funding 1 may terminate the Funding 1 fixed rate swap if the Funding 1 swap provider either (a) fails to use its commercially reasonable efforts to take the relevant actions described above or (b) at least 30 business days have elapsed since the Funding 1 swap provider last had the relevant Moody's required ratings and, inter alia, an offer has been made by a third party that is able to assume the obligations in respect of the Funding 1 fixed rate swap of the Funding 1 swap provider.
| Current rating of Relevant Notes |
Unsupported Minimum Counterparty Rating |
Supported Minimum Counterparty Rating |
Supported Minimum Counterparty Rating (adjusted)* |
|---|---|---|---|
| AAAsf | A or F1 | BBB- or F3 | BBB+ or F2 |
| AA+sf, AAsf, AA-sf | A- or F1 |
BBB- or F3 | BBB+ or F2 |
| A+sf, Asf, A-sf | BBB or F2 | BB+ | BBB or F2 |
| BBB+sf, BBBsf, BBB-sf | BBB- or F3 | BB- | BBB- or F3 |
| BB+sf, BBsf, BB-sf | At least as high as the Relevant Notes rating |
B+ | BB |
| B+sf or below or | At least as high as the | B- | B- |
| Relevant Notes are not rated by Fitch |
Relevant Notes rating |
Fitch required ratings: The Fitch required ratings are set out in the table below.
* If a replacement swap counterparty is not incorporated in the same jurisdiction as the Funding 1 swap provider or the issuer swap provider, and, following a request from Fitch, has not provided to Fitch a legal opinion, in a form acceptable to Fitch, confirming the enforceability of the subordination provisions against it in its jurisdiction, reference in the Fitch subsequent required ratings sections of the Funding 1 swap provider and The issuer swap provider sections of this Supplement to "Supported Minimum Counterparty Rating" shall be deemed to be references to "Supported Minimum Counterparty Rating (adjusted)".
The Funding 1 swap provider and any applicable guarantor fails to have a longterm issuer default rating (or, if assigned, a derivative counterparty rating) and if applicable, a short-term issuer default rating at least as high as the required Fitch Unsupported Minimum Counterparty Rating corresponding to the then current rating of the Relevant Notes.
The Funding 1 swap provider must, on a reasonable efforts basis, provide collateral within 14 calendar days (to the extent required depending on the value of the Funding 1 Fixed Rate Swap to each of the parties at such time) unless, within 30 calendar days, it either (i) transfers its obligations in respect of the Funding 1 Fixed Rate Swap to an entity that is eligible to be a swap provider under the Fitch ratings criteria, (ii) obtains a guarantee or co-obligor in respect of the Funding 1 Fixed Rate Swap from an entity with the Fitch Unsupported Minimum Counterparty Rating, or (iii) takes such other action as will maintain, or restore, the rating of the Fitch relevant notes by Fitch.
Funding 1 may terminate the Funding 1 Fixed Rate Swap if the Funding 1 swap provider fails to provide
collateral in respect of the Funding 1 Fixed Rate Swap in the relevant time period (to the extent the Funding 1 swap provider is required to do so) and the Funding 1 swap provider either fails to use reasonable efforts to take the relevant actions in (i) to (iii) above or the relevant time period has expired.
The Funding 1 swap provider and any applicable guarantor fails to have a longterm issuer default rating (or, if assigned, a derivative counterparty rating) and if applicable, a short-term issuer default rating at least as high as the required relevant Fitch Supported Minimum Counterparty Rating corresponding to the then current rating of the Relevant Notes.
Loss of the S&P required ratings, the Fitch required ratings or the Moody's required ratings, as set out below.
For so long as the notes corresponding to the relevant issuer swap are rated by S&P, the S&P required ratings and the corresponding possible effects of the relevant trigger being breached which are set out under "Funding 1 swap provider" apply with respect to the issuer swaps as though:
The Funding 1 swap provider must, within 30 calendar days, on a reasonable efforts basis, either (i) transfer its obligations in respect of the Funding 1 Fixed Rate Swap to an entity that is eligible to be a swap provider under the Fitch ratings criteria, (ii) obtain a guarantee or coobligor in respect of the Funding 1 Fixed Rate Swap from an entity with the Fitch Unsupported Minimum Counterparty Rating, or (iii) take such other action as will maintain, or restore, the rating of the Fitch relevant notes by Fitch.
Whilst this process is on-going the Funding 1 swap provider must also provide collateral within 10 calendar days (to the extent required depending on the value of the Funding 1 Fixed Rate Swap to each of the parties at such time).
Funding 1 may terminate the Funding 1 Fixed Rate Swap if the Funding 1 swap provider fails to provide collateral in respect of the Funding 1 Fixed Rate Swap in the relevant time period (to the extent the Funding 1 swap provider is required to do so). Funding 1 may also terminate the Funding 1 Fixed Rate Swap if the Funding 1 swap provider either fails to use reasonable efforts to take the relevant actions in (i) to (iii) above or the relevant time period has expired.
The relevant remedial actions are set out below depending on the trigger that has been breached. The timing for the relevant actions depends on the relevant trigger that has been breached.
issuer swap"; and
(iv) each reference therein to "Funding 1" were a reference to "the issuer".
For so long as the notes corresponding to the relevant issuer swap are rated by Fitch, the Fitch required ratings set out below apply.
For so long as the notes are rated by Moody's, the Moody's required ratings set out below apply.
The issuer swap provider, or an applicable guarantor, must satisfy the following requirements to have the Moody's required ratings: either the long-term, unsecured and unsubordinated debt or counterparty obligations must be rated at least A3 by Moody's or the longterm counterparty risk assessment must be A3(cr) or above by Moody's.
The issuer swap provider and any applicable guarantor fails to have the Fitch initial required rating set out above under "—Funding 1 swap provider – Fitch required ratings" determined as though each reference therein to Fitch relevant notes were a reference to the notes corresponding to the relevant issuer swap. The relevant Fitch initial required ratings depend on the rating of the notes corresponding to the relevant issuer swap.
The relevant issuer swap provider must provide collateral within 30 business days (to the extent required depending on the value of the relevant issuer swap).
The relevant issuer swap provider must use its commercially reasonable efforts to, as soon as reasonably practicable, either transfer its obligations in respect of the relevant issuer swaps to an entity that is eligible to be a swap provider under the Moody's criteria or obtain a guarantee of its obligations in respect of the relevant issuer swaps from an entity with at least the relevant Moody's required ratings.
The issuer may terminate the relevant issuer swap if the relevant issuer swap provider either (a) fails to use its commercially reasonable efforts to take the relevant actions described above or (b) at least 30 business days have elapsed since the relevant issuer swap provider last had the relevant Moody's required ratings and, inter alia, an offer has been made by a third party that is able to assume the obligations in respect of the relevant issuer swap of the issuer swap provider.
The issuer swap provider must, on a reasonable efforts basis, provide collateral within 14 calendar days (to the extent required depending on the value of the issuer swap) unless, within 30 calendar days, it either (i) transfers its obligations to an entity that is eligible to be a swap provider under the Fitch ratings criteria, (ii) obtains a guarantee or co-obligor in respect of the issuer swap from an entity with the Fitch Unsupported Minimum Counterparty Rating, or (iii) takes such other action as will maintain, or restore, the rating of the notes corresponding to the relevant issuer swap.
The issuer may terminate the relevant issuer swap if the issuer swap provider fails to provide collateral in respect of the issuer swap in the relevant time period (to the extent the issuer swap
provider is required to do so) and the issuer swap provider either fails to use reasonable efforts to take the relevant actions in (i) to (iii) above or the relevant time period has expired.
The issuer swap provider and any applicable guarantor fails to have the relevant Fitch subsequent required rating set out above under "—Funding 1 swap provider – Fitch required ratings" determined as though each reference therein to Fitch relevant notes were a reference to the notes corresponding to the relevant issuer swap. The relevant Fitch subsequent required ratings depend on the rating of the notes corresponding to the relevant issuer swap.
The issuer swap provider must, within 30 calendar days, on a reasonable efforts basis, either (i) transfer its obligations to an entity that is eligible to be a swap provider under the Fitch ratings criteria, (ii) obtain a guarantee or co-obligor in respect of the issuer swap from an entity with the Fitch Unsupported Minimum Counterparty Rating, or (iii) take such other action as will maintain, or restore, the rating of the notes corresponding to the relevant issuer swap.
Whilst this process is on-going the issuer swap provider must also provide collateral within 10 calendar days (to the extent required depending on the value of the issuer swap).
The issuer may terminate the relevant issuer swap if the issuer swap provider fails to provide collateral in respect of the issuer swap in the relevant time period (to the extent the issuer swap provider is required to do so). The issuer may also terminate the relevant issuer swap if the issuer swap provider either fails to use reasonable efforts to take the relevant actions in (i) to (iii) above or the relevant time period has expired.
The section "Incorporation by reference" on page ix of the base prospectus shall be supplemented as follows:
The financial statements of Funding 1 for the period ended 4 April 2019, which have been prepared in accordance with UK Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101), together with the audit reports thereon, are incorporated by reference into the base prospectus. Copies of the financial statements for the period ended 4 April 2019 may be obtained at Funding 1's registered office at Third Floor, 1 King's Arms Yard, London, EC2R 7AF and may be viewed online at http://www.nationwide.co.uk/investorrelations. PricewaterhouseCoopers LLP, members of the Institute of Chartered Accountants in England and Wales, have issued unqualified audit opinions on the financial statements of Funding 1 for the period ended 4 April 2019. PricewaterhouseCoopers LLP has no material interest in Funding 1.
The financial statements of the issuer for the period ended 4 April 2019, which have been prepared in accordance with FRS 101, together with the audit reports thereon, are incorporated by reference into the base prospectus. Copies of the financial statements for the period ended 4 April 2019 may be obtained at the issuer's registered office at Third Floor, 1 King's Arms Yard, London, EC2R 7AF and may be viewed online at http://www.nationwide.co.uk/investorrelations. PricewaterhouseCoopers LLP, members of the Institute of Chartered Accountants in England and Wales, have issued unqualified audit opinions on the financial statements of the issuer for the period ended 4 April 2019. PricewaterhouseCoopers LLP has no material interest in the issuer.
The statements of significant or material change in respect of Funding 1 and the issuer on page 553 of the base prospectus shall be amended and replaced as follows:
Since the date of Funding 1's last published statutory accounts for the period ended 4 April 2019, there has been (1) no material adverse change in the financial position or prospects of Funding 1 and (2) no significant change in the financial or trading position of Funding 1.
Since the date of the issuer's last published statutory accounts for the period ended 4 April 2019, there has been (1) no material adverse change in the financial position or prospects of the issuer and (2) no significant change in the financial or trading position of the issuer.
This supplement will be published on the website of the London Stock Exchange at the following link:
http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.