Capital/Financing Update • Mar 1, 2016
Capital/Financing Update
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29 February 2016
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 2015, 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 19 August 2015, by a supplemental prospectus dated 20 November 2015 and by a supplemental prospectus dated 12 February 2016 (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: | 2016-06 |
| (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: |
€25,000,000 | |
| 5. | Aggregate Bonds: |
Nominal Amount of Covered |
|
| (a) | Series: | €25,000,000 |
| (b) | Tranche: | €25,000,000 | |
|---|---|---|---|
| 6. | Issue Price: | 103.73 per cent. of the Aggregate Nominal Amount |
|
| 7. | (a) | Specified Denominations: | €100,000 |
| (b) | Calculation Amount: | €100,000 | |
| 8. | (a) | Issue Date: | 1 March 2016 |
| (b) | Interest Commencement Date: | Issue Date | |
| 9. | (a) | Final Maturity Date: | 1 March 2023 |
| (b) | Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee: |
1 March 2024 | |
| 10. | Interest Basis: | 3 Month EURIBOR + 0.75 per cent. per annum Floating Rate |
|
| 11. | Redemption/Payment Basis: | 100 per cent. of the nominal value | |
| 12. | Change of Interest Basis: | Applicable for the period from and including the Final Maturity Date to but excluding the Extended Due for Payment Date as follows: |
|
| Interest Basis: 1 Month EURIBOR + 0.75 per cent. per annum Floating Rate |
|||
| 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 |
|||
| Specified Interest Payment Date(s): Monthly on the 1st day of each month from but excluding the Final Maturity Date to and including the Extended Due for Payment Date |
|||
| First Interest Payment Date: 1 April 2023 | |||
| Business Day Convention: Modified Following Business Day Convention |
|||
| Day Count Fraction: Actual/360, Adjusted | |||
| 13. | Call Options: | Not Applicable | |
| 14. | Date Board approval for issuance of Covered Bonds obtained: |
19 October 2005 |
| 15. | Fixed Rate Covered Bond Provisions: | Not Applicable | ||
|---|---|---|---|---|
| 16. | Floating Rate Covered Bond Provisions: | Applicable from and including the Interest Commencement Date to but excluding the Final Maturity Date |
||
| (a) | Interest Period(s): | The period from and including the Interest Commencement 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): |
1st day of March, June, September and December in each year from and including 1 June 2016 to and including the Final Maturity Date |
||
| (c) | First Interest Payment Date: | 1 June 2016 | ||
| (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: |
3 Month EURIBOR | |||
| - Interest Determination Date(s): |
Second TARGET2 Business Day prior to the start of each Interest Period |
|||
| - Relevant Screen Page: |
Reuters Screen Page EURIBOR01 | |||
| (i) | ISDA Determination: | Not Applicable |
||
| (j) | Margin(s): | + 0.75 per cent. per annum |
||
| (k) | Minimum Rate of Interest: | Not Applicable | ||
| (l) | Maximum Rate of Interest: | Not Applicable | ||
| (m) | Day Count Fraction: | Actual/360, Adjusted | ||
| 17. | Zero Coupon Covered Bond Provisions: | Not Applicable | ||
| PROVISIONS RELATING TO REDEMPTION BY THE ISSUER |
| 18. | Call Option: | Not Applicable |
|---|---|---|
| 19. | Final Redemption Amount of each Covered | €100,000 per Calculation Amount |
Bond:
| 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: |
£2,100 | |
| 2. | RATINGS | ||
| (a) | The Covered Bonds to be issued have been 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" of the Prospectus, 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 Dealer and its 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: | XS 1373029856 |
|---|---|---|
| (b) | Common Code: | 1373029856 |
| (c) | CUSIP: | Not Applicable |
| (d) | Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable |
| 7. | DISTRIBUTION | |
| U.S. Selling Restrictions | Reg. S Compliance Category 2; TEFRA D | |
| 8. | YIELD (Fixed Rate Covered Bonds only) | |
| Indication of yield: | Not Applicable |
Signed on betalf of the Issuer:
Signed on behalf of the LLP:
By:~ U~wt D(1thorised
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