Capital/Financing Update • Dec 15, 2014
Capital/Financing Update
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12 December 2014
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the prospectus dated 31 July 2014, which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive), as supplemented by a supplemental prospectus dated 18 August 2014 and by a second supplemental prospectus dated 25 November 2014 (together, the Prospectus). This document constitutes the Final Terms of the Covered Bonds described he rein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Full information on the Issuer, the LLP and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus and and all documents incorporated by reference therein are available for viewing during normal business hours at the registered office of the Issuer and copies may be obtained from the specified office of each of the Paying Agents.
| 1. | (a) | Issuer: | Nationwide Building Society |
|---|---|---|---|
| (b) | Guarantor: | Nationwide Covered Bonds LLP | |
| 2. | (a) | Series Number: | 2014-07 |
| (b) | Tranche Number: | 1 | |
| $\left( c\right)$ | Series which Covered Bonds will be consolidated and form a single Series with: |
Not Applicable | |
| (d) | Date on which the Covered Bonds Not Applicable will be consolidated and form a single Series with the Series specified above: |
||
| 3. | Specified Currency or Currencies: | Euro (EUR or $\epsilon$ ) | |
| 4. | Nominal Amount of Covered Bonds to be $\epsilon$ 50,000,000 issued: |
||
| 5. | Aggregate Nominal Amount of Covered Bonds: |
||
| (a) | Series: | €50,000,000 | |
| (b) | Tranche: | €50,000,000 |
| 6. | Issue Price: | 100 per cent. of the Aggregate Nominal Amount | ||
|---|---|---|---|---|
| 7. | (a) | Specified Denominations: | €100,000 and integral multiples of $€1,000$ in excess thereof up to and including €199,000. No Covered Bonds in definitive form will be issued with a denomination above €199,000 |
|
| (b) | Calculation Amount: | €1,000 | ||
| 8. | (a) | Issue Date: | 15 December 2014 | |
| (b) | Interest Commencement Date: | Issue Date | ||
| 9. | (a) | Final Maturity Date: | 15 March 2039 | |
| (b) | Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee: |
15 March 2040 | ||
| 10. | Interest Basis: | 1.6925 per cent. Fixed Rate | ||
| 11. | Redemption/Payment Basis: | 100 per cent. of the nominal value | ||
| 12. | Change of Interest Basis: | Paragraph (Fixed) 15 5 Rate Covered Bond Provisions) is applicable for the period from and including the Interest Commencement Date to but excluding the Final Maturity Date and paragraph 16 (Floating Rate Covered Bond Provisions) is applicable for the period from and including the Final Maturity Date to but excluding the Extended Due for Payment Date |
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| 13. | Call Options: | Not Applicable | ||
| 14. | Date Board approval for issuance of Covered Bonds obtained: |
19 October 2005 | ||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||||
| 15. | Fixed Rate Covered Bond Provisions: | Applicable from and including the Interest Commencement Date to but excluding the Final Maturity Date |
||
| (a) | Fixed Rate(s) of Interest: | 1.6925 per cent. per annum payable in arrear on each Interest Payment Date |
||
| (b) | Interest Payment Date(s): | 15 March in each year up to and including the Final Maturity Date |
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| $\left( \text{c} \right)$ | Business Day Convention: | Following Business Day Convention | ||
| (d) | Business Day(s): | TARGET2, London |
$\hat{\boldsymbol{\beta}}$
| Additional Business Centre(s): | Not Applicable | ||
|---|---|---|---|
| (e) | Fixed Coupon Amount(s): | $€16.93$ per Calculation Amount | |
| (f) | Initial Broken Amount: | $E4.17$ per Calculation Amount, payable on the Interest Payment Date falling in March 2015 |
|
| (g) | Final Broken Amount: | Not Applicable | |
| (h) | Day Count Fraction: | Actual/Actual (ICMA) | |
| (i) | Determination Date(s): | 15 March in each year | |
| 16. | Floating Rate Covered Bond Provisions: | Applicable from and including the Final Maturity Date to but excluding the Extended Due for Payment Date |
|
| (a) | Interest Period(s): | The period from and including the Final Maturity Date or, as the case may be, a Specified Interest Payment Date, to but excluding the following Specified Interest Payment Date |
|
| (b) | Specified Interest Payment Date(s): | Monthly on the 15th day of each month from but excluding the Final Maturity Date to and including the Extended Due for Payment Date |
|
| (c) | First Interest Payment Date: | 15 April 2039 | |
| (d) | Business Day Convention: | Modified Following Business Day Convention | |
| (e) | Additional Business Centre(s): | Not Applicable | |
| (f) | Manner in which the Rate(s) of Interest is/are to be determined: |
Screen Rate Determination | |
| (g) | Party responsible for calculating the Rate(s) of Interest and/or Interest Amount (if not the Agent): |
Not Applicable | |
| (h) | Screen Rate Determination: | Applicable | |
| - Reference Rate: | 1 month EURIBOR | ||
| - Interest Determination Date(s): | Second TARGET2 Day prior to the start of each Interest Period |
||
| - Relevant Screen Page: | Reuters Screen Page EURIBOR01 | ||
| (i) | ISDA Determination: | Not Applicable | |
| $\left(\mathbf{j}\right)$ | Margin(s): | $+0.145$ per cent. per annum | |
| (k) | Minimum Rate of Interest: | Not Applicable |
$\mathcal{L}_{\text{eff}}$
| Maximum Rate of Interest: | Not Applicable | ||
|---|---|---|---|
| (m) | Day Count Fraction: | Actual/360 | |
| 17. | Zero Coupon Covered Bond Provisions: | Not Applicable |
| 18. | Call Option: | Not Applicable | |
|---|---|---|---|
| 21. | Form of Covered Bonds: | Bearer Covered Bonds: |
|---|---|---|
| Temporary Global Covered Bond exchangeable for a Permanent Global Covered Bond which is exchangeable for Bearer Definitive Covered Bonds in definitive form only after an Exchange Event |
||
| 22. | New Global Covered Bond: $\mathcal{P}_1, \mathcal{Y}_2$ |
Yes |
| 23. | Additional Financial Centre(s) relating to Not Applicable payment dates: |
|
| 24. | Talons for future Coupons to be attached to No Bearer Definitive Covered Bonds (and dates on which such Talons mature): |
|
| 25. | Redenomination, renominalisation and reconventioning provisions: |
Not Applicable |
The Covered Bonds to be issued have been $S \& P$ : AAA $(a)$ rated: Moody's: Aaa
$\mathcal{A}^{\mathcal{A}}$
Fitch: AAA
| BMR Spread: | 1.60 per cent, per annum |
|---|---|
| Fixed Rate Spread: | 1.30 per cent. per annum |
| SMR Spread: | 3.00 per cent. per annum |
| Tracker Rate Spread: | 1.50 per cent. per annum |
| BMR Spread: | 1.60 per cent. per annum |
|---|---|
| Fixed Rate Spread: | 1.30 per cent, per annum |
| SMR Spread: | 3.00 per cent. per annum |
| Tracker Rate Spread: | 1.50 per cent. per annum |
Save as discussed in "Subscription and Sale and Transfer and Selling Restrictions", so far as the Issuer and the LLP are aware, no person involved in the issue of the Covered Bonds has an interest material to the offer. The Dealers and their affiliates have engaged and may in the future in investment banking and/or commercial banking transactions with and may perform other services for the Issuer and/or the LLP and its or their affiliates in the ordinary course of business.
| (a) | ISIN Code: | XS1151430185 |
|---|---|---|
| (b) | Common Code: | 115143018 |
U.S. Selling Restrictions
Indication of yield:
Not Applicable
Reg. S Compliance Category 2; TEFRA D
1.6925 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.
Signed on behalf of the Issuer:
Wrl By: Duly authorised
Signed on behalf of the LLP:
Bv: Duly authorised
CHEISTOPHER GRANT
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