Capital/Financing Update • Mar 1, 2015
Capital/Financing Update
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25 February 2015
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 2 October 2014, the supplemental Prospectus dated 25 November 2014 and the second supplemental Prospectus dated 16 February 2015 which together constitute a base prospectus for the purposes of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) (the Prospectus Directive) (the Base Prospectus). 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. 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. 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/marketnews/market-news-home.html).
| 1. | Deposit/Ordinary/Subordinated: | Ordinary | |
|---|---|---|---|
| 2. | Interest Basis: | Floating Rate (see paragraph 14 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: | 455 |
| (b) | Tranche Number: | $\mathbf 1$ | |
| (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: |
EUR 5,000,000 |
| (b) | Aggregate nominal amount of Series (if more than one issue for the Series): |
Not Applicable | |
| (c) | Specified Currency: | Euro ("EUR") | |
| (d) | Specified Denomination(s): | EUR 100,000 | |
| (e) | Calculation Amount: | Specified Denomination | |
| 7. | Issue Price: | $100.00$ per cent. |
25 February 2015
Dear Sirs.
We hereby confirm that the Notes are intended to be held in a manner which would allow Eurosystem eligibility.
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 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 ECB being satisfied that Eurosystem eligibility criteria have been met.
Please could you forward this letter to Clearstream Banking, S.A. and Euroclear Bank, S.A./N.V.
Nationwide Building Society
By:
Nationwide Building Society is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation
Authority under registration number 106078. Head Office: Natio
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| 8. | Issue Date: | 2 March 2015 | ||
|---|---|---|---|---|
| 9. | Interest Commencement Date: | Issue Date | ||
| 10. | Automatic/optional | conversion from one Interest Basis to another; |
Not Applicable | |
| 11. | Additional Financial Centre(s) | London | ||
| PAYABLE | PROVISIONS RELATING TO INTEREST (IF ANY) | |||
| 12. | FIXED RATE NOTE PROVISIONS | Not Applicable | ||
| 13. | ZERO COUPON NOTE PROVISIONS | Not Applicable | ||
| FLOATING RATE NOTE PROVISIONS | Applicable | |||
| 14. | (a) | Party responsible for calculating the Interest Rate and Interest Amount (if not the Agent): |
Not Applicable | |
| (b) | Interest Period(s) or specified Interest Payment Date(s): |
Quarterly in arrears on each of 2 March, 2 June, 2 September and 2 December in each year, commencing on 2 June 2015 until the Maturity Date. |
||
| (c) | Business Day Convention: | Modified Following Business Day | ||
| (d) | Additional Business Centre(s): | Not Applicable | ||
| (e) | First Interest Payment Date: | 2 June 2015 | ||
| (f) | Manner in which Rate of Interest is to be determined: |
Screen Rate Determination | ||
| (g) | If Screen Rate Determination: | |||
| (i) | Reference Rate, Specified Time and Relevant Financial Centre: |
Reference Rate: 3 month EURIBOR | ||
| Specified Time: 11.00 a.m. | ||||
| Relevant Financial Centre: Brussels | ||||
| (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 page EURIBOR01 or any successor page. | ||
| (h) | If ISDA Determination: | |||
| (i) | Floating Rate Option: | Not Applicable | ||
| (ii) | Designated Maturity: | Not Applicable | ||
| (iii) | Reset Date: | Not Applicable |
| (i) | Linear Interpolation: | Not Applicable |
|---|---|---|
| (j) | $Margin(s)$ : | plus 0.37 per cent. per annum |
| (k) | Minimum Interest Rate (if any): | Not Applicable |
| (1) | Maximum Interest Rate (if any): | Not Applicable |
| (m) | Day Count Fraction: | Actual/360 |
| 15. | Maturity Date: | Interest Payment Date falling in or nearest to March 2020 |
|---|---|---|
| 16. | Redemption at Issuer's option: | Not Applicable |
| 17. | Redemption at Noteholder's option: | Not Applicable |
| 18. | Final Redemption Amount: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.00 per cent. of their nominal amount |
| 19. | payable on Amount Redemption Early |
EUR 100,000 per Calculation Amount |
redemption for taxation reasons or on an Event
U.S. Selling Restrictions: 20.
of Default:
Reg S Compliance Category 2: TEFRA D
Signed on behalf of NATIONWIDE BUILDING SOCIETY
By: $\frac{1}{2}$ By
Duly Authorised $By:$
Duly Authorised
| (a) | Listing and Admission to trading: | Application is expected to be 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 listing on the Official List of the UK Listing Authority with effect from the Issue Date. |
|
|---|---|---|---|
| (b) | Estimated of total expenses related to admission to trading: |
GBP 360 | |
| RATINGS | |||
| Ratings: | The Programme has been rated: | ||
| Moody's Investors Service Limited: Standard & Poor's Credit Market |
A2 | ||
| Services Europe Limited: | A | ||
| Fitch Ratings Ltd.: | A |
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and its 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.
$\overline{2}$ .
5.
Indication of vield: Not Applicable OPERATIONAL INFORMATION $(a)$ ISIN: XS1196496506 $(b)$ Common Code: 119649650 Any clearing system(s) other than $(c)$ Not Applicable Euroclear and Clearstream, Luxembourg and the relevant identification number(s): $(d)$ Names and addresses of initial Paying Citibank, N.A., London Agent(s) (if any): Citigroup Centre Canary Wharf London E14 5LB United Kingdom $(e)$ Names and addresses of additional Not Applicable Paying Agent(s) (if any):
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