Capital/Financing Update • Jul 13, 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 Prospectuses dated 23 November 2010 and 25 May 2011 which together constitute 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 Prospectuses 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 1NW and the specified offices of each of the Paying Agents.
| 1. | Deposit/Ordinary/Subordinated: | Ordinary |
|---|---|---|
| 2. | Interest/Payment Basis: | Floating Rate |
| 3. | If Instalment Note, insert Instalment $Amount(s)/Instant$ Date $(s)$ : |
Not Applicable |
| 4. | If Partly Paid Notes, insert amount of each instalment (expressed as a percentage of the nominal amount of each Note)/due dates for any subsequent instalment/consequences of failure to pay/rate of interest: |
Not Applicable |
| 5. | If Dual Currency Notes, insert the Rate(s) of Exchange/fallback provisions/person at whose option Specified Currency is to be payable/details of party (if any) responsible for calculating the principal and/or interest due (if not the Agent): |
Not Applicable |
| DESCRIPTION OF THE NOTES | ||
| 6. | New Global Note: | Yes |
| 8. | (a) Talons for future Coupons to be attached to Definitive Notes: |
No | |
|---|---|---|---|
| (b) | Date(s) on which the Talons mature: |
Not Applicable | |
| 9. | (a) | Series Number: | 433 |
| (b) | Tranche Number: | 1 | |
| (c) | Details (including the date on which the Notes become fully fungible) if forming part of an existing Series: |
Not Applicable | |
| 10. | (a) | Nominal Amount of Notes to be issued: |
€25,000,000 |
| (b) | Aggregate nominal amount of Series (if more than one issue for the Series): |
Not Applicable | |
| (c) | Specified Currency (or Currencies in the case of Dual Currency Notes): |
Euro $(\epsilon)$ | |
| (d) | Specified Denomination(s): | €100,000 | |
| (e) | Calculation Amount: | €100,000 | |
| (f) | Tradeable Amount: | Not Applicable | |
| 11. | Issue Price: | 100 per cent. | |
| 12. | Issue Date: | 15 July 2011 | |
| 13. | Interest Commencement Date: | 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 | Not Applicable | ||
| ZERO COUPON NOTES | Not Applicable | ||
| FLOATING RATE NOTES OR INDEXED INTEREST NOTES |
Applicable |
| 15. | (a) | Party responsible for calculating the Interest Rate and Interest Amount (if not the $Agent)$ : |
Not Applicable | |
|---|---|---|---|---|
| (b) | Interest Period(s) or | Quarterly in arrears on 15 October, 15 January, 15 April |
| Date(s): | specified Interest Payment | and 15 July in each year, commencing from, and including, 15 July 2011 up to, and including, 15 January 2013. The final Interest Payment Date will be the Maturity Date. |
||
|---|---|---|---|---|
| (c) | Minimum Interest Rate (if any): |
Not Applicable | ||
| (d) Maximum Interest Rate (if any): |
Not Applicable | |||
| (e) | Business Day Convention: | Modified Following Business Day | ||
| (f) Additional Business Centres: |
Not Applicable | |||
| (g) | Day Count Fraction: | Actual/360 | ||
| (h) | Other terms relating to the method of calculating interest (N.B. rounding up provisions and if different from Condition 5.2(d) denominator for calculation of Interest): |
Condition 5.2(d) applies | ||
| FLOATING RATE NOTES | Applicable | |||
| 16. | (a) | $Margin(s)$ : | plus 0.50 per cent. per annum | |
| (b) | First Interest Payment Date: | 15 October 2011 | ||
| (c) | Manner in which Rate of Interest is to be determined: |
Screen Rate Determination | ||
| (d) | If Screen Rate Determination: |
|||
| (i) | Reference Rate: | 3 month EURIBOR | ||
| (ii) | Interest Determination Date: |
Second day on which the TARGET2 System is open prior to the start of each Interest Period |
||
| (iii) | Relevant Screen Page: |
Reuters Screen EURIBOR01 page | ||
| (e) | If ISDA Determination: | Not Applicable | ||
| (f) | If Rate of Interest to be calculated otherwise than by reference to (d) or (e) above insert details, including Rate of Interest and fallback provisions: |
Not Applicable |
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| . I 7. | Definition of Payment Day for the | ||||
|---|---|---|---|---|---|
| purpose of the Conditions if | |||||
| different to that set out in | |||||
| Condition 7.3: | Condition 7.3 applies | ||||
| 18. | Maturity Date: | 15 January 2013 | |
|---|---|---|---|
| 19, | (a) Redemption at Issuer's option: |
No | |
| (b) | Redemption at Noteholder's option: |
No | |
| (c) | Minimum Redemption Amount: |
Not Applicable | |
| (d) | Higher Redemption Amount: |
Not Applicable | |
| (e) | Notice period (if other than as set out in the Conditions): |
Not Applicable | |
| (f) | Other terms applicable on redemption: |
Not Applicable | |
| 20. | Final Redemption Amount for each Note, including the method, if any, of calculating the same: |
$€100,000$ per Calculation Amount | |
| 21. | 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 $6.6(a)$ : |
Condition $6.6(a)$ applies |
| 22. | Other final terms: | Not Applicable |
|---|---|---|
| 23. | Additional selling restrictions: | Not Applicable |
| 24. | Method of distribution: | Non-Syndicated - Relevant Dealer is The Royal Bank of Scotland plc |
| 25. | Stabilising Manager: | None |
| 26. | Common Depositary: | Citibank, N.A. London Citigroup Centre Canada Square London E14 5LB |
U.S. Selling Restrictions: Reg S Compliance Category 2: TEFRA D
Redenomination and Exchange provisions:
Not Applicable
These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's Regulated Market and listing on the Official List of the UK 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.
By: ------------------------------------Duly Authorised
CHRIS KILOH-MUNNS TREASURY SETTLEMENTS MANAGER NATIONWIDE BUILDING SOCIETY
For and on behalf of Nationwide Building Society
Daniel Hill Assistant Manager Treasury Administration
1.2020年代的社会
$(a)$
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 for listing on the Official List of the UK Listing Authority with effect from 15 July 2011.
(b) Estimated of total expenses £300 related to admission to trading:
Ratings:
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 Lead Manager(s)/Dealer(s), so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.
Not Applicable
Not Applicable
| (a) | ISIN Code: | XS0649270195 |
|---|---|---|
| (b) | Common Code: | 064927019 |
| (c) | 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: |
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 Depositaries (ICSDs) as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for policy and Eurosystem monetary intraday credit |
eligible collateral for nd intraday 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 being satisfied that the Eurosystem eligibility criteria have been met.
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