Prospectus • Aug 18, 2025
Prospectus
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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 (the EUWA) (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 EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the 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.
14 August 2025
(incorporated in England under the Building Societies Act 1986, as amended) (Legal Entity Identifier (LEI): 549300XFX12G42QIKN82)
€1,000,000,000 3.125 per cent. Senior Preferred Notes due August 2032
issued pursuant to its U.S.\$35,000,000,000 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 1 August 2025 (the Base Prospectus) which constitutes a 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-news-home.html) and is available on the website of the Issuer at https://www.nationwide.co.uk/investor-relations/emtn-terms-ofaccess/.
| 1. | Status of the Notes: | Senior Preferred | |
|---|---|---|---|
| 2. | Interest Basis: | Fixed Rate | |
| (see paragraph 12 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: | 550 |
| (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: |
€1,000,000,000 |
| (b) | Aggregate nominal amount of Series: |
€1,000,000,000 | |
| (c) | Specified Currency: | euro (€) | |
| (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: | 99.364 per cent. of the Nominal Amount of Notes to be issued |
| 8. | Issue Date: | 18 August 2025 |
|
|---|---|---|---|
| 9. | Interest Commencement Date: | Issue Date |
|
| 10. | Automatic/optional conversion from one Interest Basis to another: |
Not Applicable | |
| 11. | Additional Financial Centre(s): | London, T2 | |
| ANY) PAYABLE | PROVISIONS RELATING TO INTEREST (IF | ||
| 12. | Fixed Rate Note Provisions | Applicable | |
| (a) | Fixed Rate of Interest: | 3.125 per cent. per annum, payable annually in arrear on each Fixed Interest Date |
|
| (b) | Fixed Interest Date(s): | 18 August in each year from (and including) 18 August 2026 up to (and including) the Maturity Date |
|
| (c) | Initial Broken Amount per denomination: |
Not Applicable | |
| (d) | Fixed Coupon Amount(s): | €31.25 per Calculation Amount | |
| (e) | Broken Amount(s): | Not Applicable | |
| (f) | Final Broken Amount per denomination: |
Not Applicable | |
| (g) | Day Count Fraction: | Actual/Actual (ICMA) | |
| (h) | Business Day Convention: | Following Business Day | |
| • Adjusted: |
Not Applicable | ||
| • Non-Adjusted: |
Applicable | ||
| (i) | Additional Business Centre(s): | London, T2 | |
| (j) | Determination Date(s): | 18 August in each year |
|
| 13. | Zero Coupon Note Provisions | Not Applicable | |
| 14. | Floating Rate Note Provisions | Not Applicable | |
| 15. | Reset Note Provisions |
Not Applicable | |
| 16. | Benchmark Discontinuation: | Not Applicable |
| 17. | Maturity Date: | 18 August 2032 |
|---|---|---|
| 18. | Redemption at Issuer's option: | Not Applicable | |
|---|---|---|---|
| 19. | Clean-up Call: | Not Applicable | |
| 20. | only): | Regulatory Event (Subordinated Notes | Not Applicable |
| 21. | (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 | |
| 22. | Redemption at Noteholder's option: | Not Applicable | |
| 23. | Final Redemption Amount: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.000 per cent. of their nominal amount |
|
| 24. | Early Redemption Amount payable on redemption following a Tax Event or (for Subordinated Notes only) a Regulatory Event or (for Senior Non-Preferred Notes only) a Loss Absorption Disqualification Event or (for any Note) on an Event of Default: |
€1,000 per Calculation Amount |
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 (Moody's), S&P Global Ratings UK Limited (S&P) and Fitch Ratings Ltd (Fitch). 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
[SARAH ROBINSON]
By: .................................................................... 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 Financial Conduct | ||
| Authority (the FCA) with effect from on or around |
||
| the Issue Date. | ||
(b) Estimated total expenses related to admission to trading: £6,350 + VAT
Ratings: The Notes to be issued are expected to be rated:
| Moody's: | A1 |
|---|---|
| S&P: | A+ |
| Fitch: | 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 published the following high-level descriptions of such ratings:
1 https://ratings.moodys.com/rating-definitions
2 https://www.spglobal.com/ratings/en/research/articles/190705-s-p-global-ratings-definitions-504352
3 https://www.fitchratings.com/products/rating-definitions
default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings" and "with an additional +/- for AA through CCC levels indicating relative differences of probability of default or recovery for issues".
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: 3.228 per cent. per annum (on an annual basis)
The yield is calculated on the basis of the Fixed Rate of Interest and the Issue Price as at the Issue Date. It is not an indication of future yield.
| (a) ISIN: |
XS3150924267 |
|---|---|
| -------------- | -------------- |
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.
(f) Relevant Benchmark: Not Applicable
| (a) | Prohibition of sales to EEA retail investors: |
Applicable |
|---|---|---|
| (b) | Prohibition of sales to UK retail investors: |
Applicable |
| (c) | Prohibition of Sales to Belgian Consumers: |
Applicable |
| (d) | Singapore Sales to Institutional Investors and Accredited Investors only: |
Applicable |
| (e) | Names of Joint Lead Managers: | Goldman Sachs International HSBC Bank plc Merrill Lynch International UBS AG London Branch |
| (a) | Reasons for the offer: | See "Use of Proceeds" in the Base Prospectus |
|---|---|---|
| (b) | Estimated net proceeds: | €991,440,000 |
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