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NATIONWIDE BUILDING SOCIETY

Capital/Financing Update Aug 2, 2015

4690_rns_2015-08-02_0db4382b-20d3-4685-a84f-c002ccbf4dec.pdf

Capital/Financing Update

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FINAL TERMS

30 July 2015

Nationwide Building Society €25,000,000 2.055 per cent. Notes due August 2028 issued pursuant to its U.S.\$25,000,000,000 European Note Programme

PART A - CONTRACTUAL TERMS

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 and the supplemental Prospectus thereto dated 25 November 2014, 16 February 2015 and 26 May 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/market-news/market-newshome.html).

TYPE OF NOTE

1, Deposit/Ordinary/Subordinated: Ordinary
2. Interest Basis: Fixed Rate (see paragraph 12 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: 466
(b) Tranche Number: 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:
€25,000,000
(b) Aggregate nominal amount of Series
(if more than one issue for the Series):
€25,000,000
$\left( \text{c} \right)$ Specified Currency: Euro $(\epsilon)$
(d) Specified Denomination(s): €100,000
(e) Calculation Amount: 100,000
7. Issue Price: 100 per cent.
8. Issue Date: 3 August 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)
Fixed Rate Note Provisions Applicable
12. (a) Fixed Rate(s) of Interest: 2.055 per cent. per annum payable in arrear on each
Fixed Interest Date
(b) Fixed Interest Date(s): 3 August in each year, commencing on 3 August 2016,
up to and including the Maturity Date
(c) Initial
Broken
Amount
per
denomination:
Not Applicable
(d) Fixed Coupon Amount(s): €2,055 per Calculation Amount
(e) Broken Amount(s) Not Applicable
(f) Final
Broken
Amount
per
denomination:
Not Applicable
(g) Day Count Fraction: Actual/Actual (ICMA)
(h)
Business Day Convention:
Following Business Day
Adjusted: Not Applicable
Non-Adjusted: Applicable
(i) Additional Business Centre(s): Not Applicable
(j) Determination Date(s): 3 August in each year
13. Zero Coupon Note Provisions Not Applicable
14. Floating Rate Note Provisions Not Applicable

PROVISIONS REGARDING REDEMPTION/MATURITY

    1. Maturity Date: 16. Redemption at Issuer's option:
    1. Redemption at Noteholder's option:
    1. Final Redemption Amount:
    1. Early Redemption Amount payable on redemption for taxation reasons or on an Event of Default:
  • 3 August 2028

  • Not Applicable
  • Not Applicable

Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount

$€100,000$ per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES

  1. U.S. Selling Restrictions:

Reg S Compliance Category 2: TEFRA D

Signed on behalf, of NATIONWIDE BUILDING SOCIETY By: Duly Authorsed

Puly Authorised By:

PART B - OTHER INFORMATION

$\mathbf{1}$ . LISTING AND ADMISSION TO TRADING

(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 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:
£360
RATINGS
Ratings: The Notes to be issued are expected to be rated:

Moody's Investors Service Limited: $A1$ Standard & Poor's Credit Market Services Europe Limited: $\mathbf{A}$ Fitch Ratings Ltd.: $\overline{A}$

$\overline{3}$ . INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to Goldman Sachs International (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.

$\overline{4}$ . YIELD

$5.$

$\overline{2}$ .

Indication of yield: 2.055 per cent. per annum OPERATIONAL INFORMATION ISIN: XS1267037916 $(a)$ $(b)$ Common Code: 126703791 Any clearing system(s) other than $(c)$ Not Applicable Euroclear Clearstream. and Luxembourg and the relevant identification number(s): $(d)$ Names and addresses of initial Paying Citibank, N.A., London Office Agent(s) (if any): Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom

BNP Paribas Securities Services, Luxembourg Branch 33 rue de Gaspérich L-5826 Hesperange Luxembourg

Names and addresses of additional Not Applicable $(e)$ Paying Agent(s) (if any):

$\hat{\boldsymbol{\beta}}$

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