TIDMNBS

RNS Number : 0984Q

J.P. Morgan Securities PLC.

07 September 2017

07(th) September 2017

Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.

Nationwide Building Society ("Nationwide")

Pre-stabilisation Period Announcement

J.P. Morgan Securities plc, (contact: Emma Lovett 0207 134 2468) hereby gives notice, as Stabilisation Coordinator, that the Stabilising Manager(s) named below may stabilise the offer of the following securities in accordance with Commission Delegated Regulation EU/2016/1052 under the Market Abuse Regulation (EU/596/2014).

 
 The securities: 
----------------------------------------------------------------------- 
 Issuer:                      Nationwide Building Society 
                               ("Nationwide") 
---------------------------  ------------------------------------------ 
 Guarantor (if                N/A 
  any): 
---------------------------  ------------------------------------------ 
 Aggregate nominal            GBP TBC Core Capital Deferred 
  amount:                      Shares 
---------------------------  ------------------------------------------ 
 Description:                 Tap of Core Capital Deferred 
                               Shares ("CCDS") 10.25% Perp 
---------------------------  ------------------------------------------ 
 Offer price:                 TBC 
---------------------------  ------------------------------------------ 
 Other offer                  Immediately fungible on ISIN- 
  terms:                       GB00BBQ33664 
---------------------------  ------------------------------------------ 
 Stabilisation: 
----------------------------------------------------------------------- 
 Stabilisation                J.P. Morgan Securities plc (Stabilisation 
  Manager(s):                  coordinator) 
                               Merrill Lynch International 
                               (Stabilisation Manager) 
                               Barclays Bank PLC (Stabilisation 
                               Manager) 
                               Citigroup Global Capital Markets 
                               Limited (Stabilisation Manager) 
                               UBS Limited (Stabilisation Manager) 
---------------------------  ------------------------------------------ 
 Stabilisation                7(h) September 2017 
  period expected 
  to start on: 
---------------------------  ------------------------------------------ 
 Stabilisation                8(th) October 2017 
  period expected 
  to end no later 
  than: 
---------------------------  ------------------------------------------ 
 Existence, maximum           In connection with its stabilising 
  size and conditions          activities Nationwide has granted 
  of use of over--allotment    J.P. Morgan, on behalf of the 
  facility:                    underwriters, an over-allotment 
                               option, exercisable, in whole 
                               or in part, at any time during 
                               the period commencing after 
                               the announcement of the Offer 
                               Price and ending on the business 
                               day falling immediately prior 
                               to the publication of the Prospectus, 
                               which if exercised, will require 
                               Nationwide to issue up to 15 
                               per cent. of the aggregate number 
                               of CCDS available in the Offer 
                               (before any exercise of the 
                               Over-allotment Option) at the 
                               Offer Price to cover short positions 
                               arising from such over-allotments 
                               (if any) and/or sales of CCDS 
                               effected by it during the stabilising 
                               period. 
                               J.P. Morgan has agreed with 
                               Nationwide that any over-allotment 
                               of CCDS by it or any of its 
                               agents will be up to a maximum 
                               of 15 per cent. of the total 
                               number of CCDS comprised in 
                               the Offer (before any exercise 
                               of the Over-allotment Option). 
---------------------------  ------------------------------------------ 
 Stabilisation                Over the counter, TBC 
  trading venue: 
---------------------------  ------------------------------------------

In connection with the offer of the above securities, the Stabilising Manager(s), or persons acting on behalf of the Stabilising Manager(s) may over-allot the securities or effect other transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur and any stabilisation action, if begun, may cease at any time, but it must end no later than the day falling 30 calender days after the date of allotment of the securities.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within Article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom.

In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Directive), this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that in that Member State

This announcement is not an offer of securities for sale into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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