Capital/Financing Update • Mar 7, 2011
Capital/Financing Update
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Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 28 September 2010 and the supplemental Prospectus dated 23 November 2010 which together constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (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, as so supplemented. 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 as so supplemented. The Base Prospectus and the supplemental Prospectus are available for viewing during normal office hours at, and copies may be obtained from, the principal office of the Issuer at Nationwide House, Pipers Way, Swindon SN38 INW and the specified offices of each of the Paying Agents.
| Deposit/Ordinary/Subordinated: | Ordinary | |
|---|---|---|
| -- | -------------------------------- | ---------- |
No
Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
| 9. | (a) | Series Number: | 430 |
|---|---|---|---|
| (b) | Tranche Number: | I | |
| (c) | Details (including the date on which the Notes become fully fungible) if forming |
Not Applicable | |
| 10. | (a) | part of an existing Series: Nominal Amount of Notes to be issued: |
GBP 50,000,000 |
| (b) | Aggregate nominal amount of Series (if more than one issue for the Series): |
Not Applicable | |
| (c) | Specified Currency (or Currencies in the | Pound Sterling (GBP) | |
| (d) | case of Dual Currency Notes): Specified Denomination(s): |
GBP 100,000 | |
| (e) | Calculation Amount: | GBP 100,000 | |
| (f) | Tradeable Amount: | Not Applicable | |
| 11. Issue Price: | 100.00 per cent. | ||
| 12. Issue Date: | 10 March 2011 | ||
| 13. Interest Commencement Date: | The Issue Date | ||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 14. Automatic/optional conversion from one |
Interest/Payment Basis to another: | Not Applicable | |
| FIXED RATE NOTES | Applicable | ||
| 15. | (a) | Fixed Rate(s) of Interest: | 5.85 per cent. per annum |
| (b) | Fixed Interest Date(s): | 10 March in each year, up to and including the Maturity Date |
|
| (c) | Initial Broken Amount per denomination: | Not Applicable | |
| (d) | Fixed Coupon Amount(s) | GBP 5,850 per Calculation Amount | |
| (e) | Broken Amount(s) | Not Applicable | |
| (f) | Final Broken Amount per denomination: | Not Applicable | |
| (g) | Day Count Fraction: | Actual/Actual (ICMA) Unadjusted. | |
| (h) | Determination Date(s): | 10 March in each year | |
| (i) | Other terms relating to the method of | Not Applicable | |
| calculating interest for Fixed Rate Notes: ZERO COUPON NOTES |
Not Applicable | ||
| FLOATING RATE NOTES OR INDEXED INTEREST NOTES |
Not Applicable | ||
| FLOATING RATE NOTES | Not Applicable | ||
| INDEXED INTEREST NOTES | Not Applicable |
| PROVISIONS REGARDING PAYMENTS | |||
|---|---|---|---|
| 20. | Definition of Payment Day for the purpose of Condition 7.3 applies the Conditions if different to that set out in Condition 7.3: |
||
| PROVISIONS REGARDING REDEMPTION/MATURITY | |||
| 21. | Maturity Date: | 10 March 2022 | |
| 22. | (a)Redemption at Issuer's option: | No | |
| (b) Redemption at Noteholder's option: | No | ||
| (c) Optional Redemption Date(s)/Optional Redemption Amounts: |
Not Applicable | ||
| (d) Minimum Redemption Amount: | Not Applicable | ||
| (e) | Higher Redemption Amount: | Not Applicable | |
| (f) | Notice period (if other than as set out in the Conditions): |
Not Applicable | |
| (g) | Other terms applicable on redemption: | Not Applicable | |
| 23. | Final Redemption Amount for each Note, including the method, if any, of calculating the |
GBP 100,000 per Calculation Amount | |
| 24. | same: Condition 6.6 (a) applies Early Redemption Amount payable on redemption for taxation reasons or on an Event of Default and/or the method, if any, of calculating the same, if other than as set out in Condition $6.6(a)$ : |
||
| 25. | GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES Other final terms: |
Not Applicable | |
| 26. | Additional selling restrictions: | Not Applicable | |
| 27. | Method of distribution: | Non-syndicated. Relevant Dealer is Merrill Lynch International |
|
| 28. | Stabilising Manager: | None | |
| 29. | Common Depositary: | Citibank, N.A. London Citigroup Centre Canada Square Canary Wharf London E14 5LB |
|
| 30. | U.S. Selling Restrictions: | Reg S Compliance Category 2: TEFRA D | |
| 31. | Redenomination and Exchange provisions: | Not Applicable |
These Final Terms comprise the final terms required for issue and admission to trading on London Stock Exchange's Regulated Market and listing on the Official List of the United Kingdom Listing Authority of the Notes described herein pursuant to the U.S.\$25,000,000,000 European Note Programme of Nationwide Building Society.
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of NATIONWIDE BUILDING SOCIETY
$\Omega$ $\mathcal{L}$ By: . . . . . . . .
Duly Authorised
Alleen Gesson Ansistani Treesury Settbrueuts Manager
P. TOMALIN
ADMIN. OFFICER NATIONWIDE BUILDING SOCIETY
Ml l l est
(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 admission to the Official List of the UK Listing Authority with effect from on or about the Issue Date.
The Programme has been rated: Moody's: Aa3 $S\&P$ : $A+$ Fitch: $AA-$
Standard & Poor's Credit Market Services Europe Limited, Fitch Rating Ltd and Moody's Investors service Limited are established in the European Union and have applied for registration under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies although notification of the corresponding registration decision has not yet been provided by the relevant competent authority.
In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 (the "CRA Regulation") unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused.
Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.
5.85 per cent. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
PERFORMANCE OF INDEX/FORMULA AND OTHER INFORMATION CONCERNING THE 6. UNDERLYING (Index-Linked Notes only) - Not Applicable
| $\left( a\right)$ | ISIN Code: | XS0603401703 |
|---|---|---|
| (b) | Common Code: | 060340170 |
| $\left( c\right)$ | Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, société anonyme and the relevant identification $number(s)$ : |
Not Applicable |
| (d) | Delivery: | Delivery against payment |
| (e) | Names and addresses of initial Paying Agent(s) (if any). |
Not Applicable |
| (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: |
No |
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