Capital/Financing Update • May 8, 2015
Capital/Financing Update
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7 May 2015
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, a second supplemental prospectus dated 25 November 2014 and by a third supplemental prospectus dated 16 February 2015 (together, the Prospectus). This document constitutes the Final Terms of the Covered Bonds described herein 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 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: | 2015-05 |
| (b) | Tranche Number: | 1 | |
| (c) | Series which Covered Bonds will be consolidated and form a single Series with: |
Not Applicable | |
| (d) | Date on which the Covered Bonds will be consolidated and form a single Series with the Series specified above: |
Not Applicable | |
| 3. | Specified Currency or Currencies: | Euro (EUR or €) |
|
| 4. | Nominal Amount of Covered Bonds to be issued: |
€50,000,000 | |
| 5. | Aggregate Bonds: |
Nominal Amount of Covered |
|
| (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 |
||
| (b) | Calculation Amount: | €1,000 | ||
| 8. | (a) | Issue Date: | 8 May 2015 |
|
| (b) | Interest Commencement Date: | Issue Date | ||
| 9. | (a) | Final Maturity Date: | 8 May 2035 | |
| (b) | Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee: |
8 May 2036 | ||
| 10. | Interest Basis: | 0.750 per cent. Fixed Rate | ||
| 11. | Redemption/Payment Basis: | 100 per cent. of the nominal value | ||
| 12. | Change of Interest Basis: | Paragraph 15 (Fixed 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 |
||
| 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: | 0.750 per cent. per annum payable in arrears on each Interest Payment Date |
||
| (b) | Interest Payment Date(s): | 8 May in each year from and including 8 May 2016 up to and including the Final Maturity Date |
||
| (c) | Business Day Convention: | Following Business Day Convention | ||
| (d) | Business Day(s): | TARGET2, London |
| Additional Business Centre(s): | Not Applicable | ||
|---|---|---|---|
| (e) | Fixed Coupon Amount(s): | €750.00 per Calculation Amount |
|
| (f) | Initial Broken Amount: | Not Applicable | |
| (g) | Final Broken Amount: | Not Applicable | |
| (h) | Day Count Fraction: | Actual/Actual (ICMA) | |
| (i) | Determination Date(s): | 8 May 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): | 8 June 2035 and thereafter the 8th day of each month up to and including the Extended Due for Payment Date |
|
| (c) | First Interest Payment Date: | 8 June 2035 | |
| (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): |
Two days, each on which TARGET2 is open, prior to the start of each Interest Period |
||
| - Relevant Screen Page: |
Reuters Screen Page EURIBOR01 | ||
| (i) | ISDA Determination: | Not Applicable | |
| (j) | Margin(s): | + 0.0875 per cent. per annum | |
| (k) | Minimum Rate of Interest: | Not Applicable | |
| (l) | Maximum Rate of Interest: | Not Applicable | |
| PROVISIONS RELATING TO REDEMPTION BY THE ISSUER |
|||||
|---|---|---|---|---|---|
| 17. | Zero Coupon Covered Bond Provisions: | Not Applicable | |||
| (m) | Day Count Fraction: | Actual/360 |
| 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: | Yes |
| 23. | Additional Financial Centre(s) relating to payment dates: |
Not Applicable |
| 24. | Talons for future Coupons to be attached to Bearer Definitive Covered Bonds (and dates on which such Talons mature): |
No |
| 25. | Redenomination, renominalisation and reconventioning provisions: |
Not Applicable |
| 1. | LISTING | |||
|---|---|---|---|---|
| (a) | Admission to trading: | Application has been made by the Issuer (or on its behalf) for the Covered Bonds to be admitted to trading on the London Stock Exchange's regulated market and to the Official List of the Financial Conduct Authority with effect from the Issue Date |
||
| (b) | Estimate of total expenses related to admission to trading: |
£4,380 | ||
| 2. | RATINGS | |||
| (a) | The Covered Bonds to be issued are expected to be rated: |
S & P: | AAA | |
| Moody's: | Aaa | |||
| Fitch: | AAA | |||
| 3. | PROVISIONS RELATING TO THE JUMBO INTEREST RATE SWAP 1 TRANSACTION | |||
| 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 engage, 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: | XS1225157533 |
|---|---|---|
| (b) | Common Code: | 122515753 |
| (c) | CUSIP: | Not Applicable |
| (d) | Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable |
U.S. Selling Restrictions Reg. S Compliance Category 2; TEFRA D
Indication of yield:
0.750 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:
By: 1
Signed on behalf of the LLP:
By: Duly authorised
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