Regulatory Filings • Jul 24, 2024
Regulatory Filings
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MiFID II product governance/Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance/Professional investors and ECPs only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA) (UK MiFIR); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Prohibition of sales to EEA retail investors – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the EU PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
Prohibition of sales to UK retail investors – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the FSMA) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
(incorporated in England under the Building Societies Act 1986, as amended) (Legal Entity Identifier (LEI): 549300XFX12G42QIKN82)
€1,000,000,000 Fixed-to-Floating Rate Senior Non-Preferred Notes due July 2032
issued pursuant to its U.S.\$25,000,000,000 European Note Programme
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 20 October 2023 (the Base Prospectus) and the supplemental prospectuses dated 17 November 2023, 5 April 2024 and 23 May 2024 (the Supplements) which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the UK Prospectus Regulation). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus and the Supplements in order to obtain all the relevant information. The Base Prospectus and the Supplements have been published on the website of the London Stock Exchange through its regulatory information service (http://www.londonstockexchange.com/exchange/news/market-news/marketnews-home.html) and are available on the website of the Issuer at https://www.nationwide.co.uk/about/investorrelations/funding-programmes/emtn.
| 1. | Status of the Notes: | Senior Non-Preferred | |
|---|---|---|---|
| 2. | Interest Basis: | Combination | |
| (see paragraphs 10, 12 and 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: | 539 |
| (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: |
€1,000,000,000 |
| (b) | Aggregate nominal amount of Series: |
€1,000,000,000 | |
|---|---|---|---|
| (c) | Specified Currency: | euro (€) | |
| (d) | Specified Denomination(s): | €100,000 and integral multiples of €1,000 in excess thereof, up to (and including) €199,000. No Notes in definitive form will be issued with a denomination above €199,000 |
|
| (e) | Calculation Amount: | €1,000 | |
| 7. | Issue Price: | 100.00 per cent. of the Nominal Amount of the Notes |
|
| 8. | Issue Date: | 24 July 2024 | |
| 9. | Interest Commencement Date: | Issue Date |
|
| 10. | Automatic/optional conversion from one Interest Basis to another: |
Interest will accrue on the Notes for the period from (and including) the Interest Commencement Date to (but excluding) the Optional Redemption Date specified at paragraph 18(a) below (the Fixed Rate Period) at the Fixed Rate of Interest specified at paragraph 12(a) below, and thereafter interest will accrue from (and including) the Optional Redemption Date to (but excluding) the Maturity Date (the Floating Rate Period) at the relevant Rate of Interest determined in accordance with paragraph 14 below |
|
| 11. | Additional Financial Centre(s): | London, T2 | |
| ANY) PAYABLE | PROVISIONS RELATING TO INTEREST (IF | ||
| 12. | Fixed Rate Note Provisions | Applicable in respect of the Fixed Rate Period |
|
| (a) | Fixed Rate(s) of Interest: | 3.828 per cent. per annum payable annually in arrear on each Fixed Interest Date |
|
| (b) | Fixed Interest Date(s): | 24 July in each year from (and including) 24 July 2025 up to (and including) the Optional Redemption Date |
|
| (c) | Initial Broken Amount per denomination: |
Not Applicable | |
| (d) | Fixed Coupon Amount(s): | €38.28 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): | London, T2 | |
| (j) | Determination Date(s): | 24 July in each year | |
| 13. | Zero Coupon Note Provisions | Not Applicable | |
| 14. | Floating Rate Note Provisions | Applicable in respect of the Floating Rate Period |
|
| (a) | Calculation Agent: | Agent | |
| (b) | Interest Period(s) or specified Interest Payment Date(s): |
24 October 2031, 24 January 2032, 24 April 2032 and 24 July 2032, subject in each case to adjustment in accordance with the Business Day Convention specified below |
|
| (c) | Business Day Convention: | Modified Following Business Day | |
| (d) | Additional Business Centre(s): | London, T2 | |
| (e) | First Interest Payment Date: | 24 October 2031, subject to adjustment in accordance with the Business Day Convention specified above |
|
| (f) | Screen Rate Determination: • Reference Rate |
3-month EURIBOR | |
| • Term Rate |
Applicable | ||
| o Specified Time |
11.00 a.m. in the Relevant Financial Centre |
||
| o Relevant Financial Centre: |
Brussels | ||
| • Overnight Rate |
Not Applicable | ||
| • Interest Determination Date(s): |
The second T2 Business Day prior to the first day of each Interest Period commencing in the Floating Rate Period (where T2 Business Day means a day on which T2 is open) |
||
| • Relevant Screen Page: |
Reuters page EURIBOR01 | ||
| (g) | Linear Interpolation: | Not Applicable | |
| 4 |
| (h) | Margin(s): | +1.15 per cent. per annum |
|
|---|---|---|---|
| (i) | Minimum Rate of Interest (if any): | 0.00 per cent. per annum | |
| (j) | Maximum Rate of Interest (if any): | Not Applicable | |
| (k) | Day Count Fraction: | Actual/360 | |
| 15. | Reset Note | Provisions | Not Applicable |
| 16. | Benchmark Discontinuation: | Applicable | |
| (a) | Benchmark Replacement: | Applicable – Condition 4.4(a) applies |
|
| (b) | Benchmark Transition: | Not Applicable |
| 17. | Maturity Date: | Interest Payment Date falling on or nearest to 24 July 2032 |
|
|---|---|---|---|
| 18. | Redemption at Issuer's option: | Applicable | |
| (a) | Optional Redemption Date(s): | 24 July 2031 | |
| (b) | Optional Redemption Amount: | €1,000 per Calculation Amount | |
| (c) | If redeemable in part: | Not Applicable – redeemable in whole only |
|
| (d) | Notice periods: | Minimum period: 15 days Maximum period: 30 days |
|
| 19. | Clean-up | Call: | Not Applicable |
| 20. | only): | Regulatory Event (Subordinated Notes | Not Applicable |
| 21. | (a) | Senior Non-Preferred Notes: Loss Absorption Disqualification Event Redemption: |
Applicable |
| (b) | Loss Absorption Disqualification Event: |
Full or Partial Exclusion | |
| (c) | Senior Non-Preferred Notes: Substitution or Variation: |
Applicable | |
| 22. | Redemption at Noteholder's option: | Not Applicable | |
| 23. | 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 |
The indicative rating descriptions set out in Part B of these Final Terms have been extracted from the respective websites of Moody's Investors Service Limited (Moody's), S&P Global Ratings UK Limited (S&P) and Fitch Ratings Ltd (Fitch). The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by each credit rating agency, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Duly Authorised Duly Authorised
By: .................................................................... By: ...........................................................
| 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 main market and listing on |
|
| the Official List of the Financial Conduct Authority | |
| with effect from on or around the Issue Date. |
|
| Estimated of total expenses related | £6,050 + VAT |
| to admission to trading: |
Ratings: The Notes to be issued are expected to be rated:
| Moody's: | A3 |
|---|---|
| S&P: | BBB+ |
| Fitch: | A |
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The rating agencies above have published the following high-level descriptions of such ratings:
1 https://ratings.moodys.com/rating-definitions
2 https://www.spglobal.com/ratings/en/research/articles/190705-s-p-global-ratings-definitions-504352
3 https://www.fitchratings.com/products/rating-definitions#about-rating-definitions
capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings".
Save for any fees payable to the Joint Lead Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Joint Lead Managers and their 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.
Indication of yield: 3.828 per cent. (annual) to the Optional Redemption Date. The yield is calculated on the basis of the Rate of Interest applicable up to (but excluding) the Optional Redemption Date and the Issue Price as at the Issue Date. It is not an indication of future yield. 5. OPERATIONAL INFORMATION (a) ISIN: XS2866379220 (b) Common Code: 286637922 (c) Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): Not Applicable (d) Names and addresses of additional Paying Agent(s) (if any): Not Applicable (e) 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 International Central Securities Depositories (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 European Central Bank (ECB) being satisfied that Eurosystem eligibility criteria have been met. (f) Relevant Benchmark: EURIBOR is provided by European Money Markets Institute. As at the date hereof, European Money Markets Institute appears in the register of administrators and benchmarks established and maintained by the Financial Conduct Authority
pursuant to Article 36 (Register of administrators and benchmarks) of the UK Benchmarks Regulation
| (a) | Prohibition of sales to EEA Retail Investors: |
Applicable |
|---|---|---|
| (b) | Prohibition of sales to UK Retail Investors: |
Applicable |
| (c) | Prohibition of Sales to Belgian Consumers: |
Applicable |
| (d) | Singapore Sales to Institutional Investors and Accredited Investors only: |
Applicable |
| (e) | Names of Joint Lead Managers: | BNP Paribas Deutsche Bank AG, London Branch J.P. Morgan Securities plc Lloyds Bank Corporate Markets plc NatWest Markets Plc |
| (a) | Reasons for the offer: | See "Use of Proceeds" in the Base Prospectus |
|---|---|---|
| (b) | Estimated net proceeds: | €997,200,000 |
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