TIDMNBS TIDM34VG
RNS Number : 4788Z
Nationwide Building Society
18 September 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF
AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR INTO
ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
NATIONWIDE BUILDING SOCIETY ANNOUNCES PRICING, ACCEPTANCE AND
FINAL RESULTS OF ITS CASH TER OFFERS FOR CERTAIN OF ITS OUTSTANDING
COVERED BONDS
18 September 2020 . Further to the indicative results
announcement made earlier today, Nationwide Building Society(1)
(the "Offeror") now announces the final pricing, acceptance and
results of its invitations announced on 10 September 2020 to
holders of the following bonds issued by it under its Global
Covered Bond Programme and irrevocably and unconditionally
guaranteed as to payment of principal and interest by Nationwide
Covered Bonds LLP (together, the "Covered Bonds" or the "Bonds" and
each a "Series") to tender such outstanding Bonds for purchase by
the Offeror for cash up to a maximum aggregate nominal amount to be
determined by the Offeror in its sole and absolute discretion (the
"Maximum Acceptance Amount") at the relevant Purchase Price and an
Accrued Interest Payment (each such invitation an "Offer" and,
together, the "Offers"):
EUR1,000,000,000 Series 2014-06 0.750% Fixed Rate Covered Bonds
due 29 October 2021
(XS1130066175) (the " EUR October 2021 Bonds ")
EUR1,000,000,000 Series 2015-11 0.750% Fixed Rate Covered Bonds
due 26 October 2022
(XS1308693867) (the " EUR October 2022 Bonds ")
EUR1,000,000,000 Series 2017-01 0.500% Fixed Rate Covered Bonds
due 23 February 2024
(XS1569896498) (the " EUR February 2024 Bonds ")
EUR1,250,000,000 Series 2019-02 0.050% Fixed Rate Covered Bonds
due 03 June 2024
(XS2004366287) (the " EUR June 2024 Bonds ")
EUR750,000,000 Series 2015-02 0.625% Fixed Rate Covered Bonds
due 25 March 2027
(XS1207683522) (the " EUR March 2027 Bonds ")
EUR1,000,000,000 Series 2017-02 1.375% Fixed Rate Covered Bonds
due 29 June 2032
(XS1638816089) (the " EUR June 2032 Bonds ")
(together, the " Euro Bonds ")
and
GBP1,000,000,000 Series 2019-07 Floating Rate Covered Bonds due
02 August 2022
(XS2035642102) (the " GBP August 2022 Bonds ")
GBP1,000,000,000 Series 2018-01 Floating Rate Covered Bonds due
12 April 2023
(XS1806359714) (the " GBP April 2023 Bonds ")
GBP1,000,000,000 Series 2019-01 Floating Rate Covered Bonds due
10 January 2024
(XS1933035286) (the " GBP January 2024 Bonds ")
GBP1,000,000,000 Series 2020-01 Floating Rate Covered Bonds due
10 January 2025
(XS2100384853) (the " GBP January 2025 Bonds ")
GBP750,000,000 Series 2011-02 5.625% Fixed Rate Covered Bonds
due 28 January 2026
(XS0584363724) (the " GBP January 2026 Bonds ")
(together, the " Sterling Bonds ")
The Offers were made on the terms and subject to the conditions
contained in a tender offer memorandum dated 10 September 2020 (the
"Tender Offer Memorandum") prepared by the Offeror, subject to the
offer and distribution restrictions set out therein.
The Expiration Deadline for the Offers was 4.00 p.m. (London
time) on 17 September 2020 and the Price Determination Time for the
Offers was at or around 1.00 p.m. (London time) today. This is the
Announcement of Pricing, Acceptance and Results of Offers referred
to in the Tender Offer Memorandum.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
Pricing, Acceptance and Results of Offers
The Offeror announces that it will accept valid tenders of Bonds
(subject to the application of the relevant Pro-ration Factor in
relation to a Series as set out below) pursuant to the Offers on
the basis set out in the table below:
Series Acceptance Amounts
------------- -------------- ----------------- --------- ----------------------------------- ----------- ----------- ----------- ----------- ----------- --------------------
Description Nominal Amount Maturity Denomination Sterling Pro-ration Reference Fixed Purchase Purchase Maximum Acceptance
of the Bonds ISIN Outstanding Date(1) Currency Equivalent(2) Factor Yield Spread Yield Price(3) Amount
------------- -------------- ----------------- --------- --------------- ------------------ ----------- ----------- ----------- ----------- ----------- --------------------
Euro Bonds
--------------------
29
EUR October October Not
2021 Bonds XS1130066175 EUR1,000,000,000 2021 EUR128,453,000 GBP117,116,156.09 applicable -0.489% -1 bps -0.499% 101.383%
-------------- ----------------- --------- --------------- ------------------ ----------- ----------- ----------- ----------- -----------
26
EUR October October Not Not Not Not
2022 Bonds XS1308693867 EUR1,000,000,000 2022 EUR0 GBP0 applicable applicable +3 bps applicable applicable
-------------- ----------------- --------- --------------- ------------------ ----------- ----------- ----------- ----------- -----------
23
EUR February February Not
2024 Bonds XS1569896498 EUR1,000,000,000 2024 EUR341,378,000 GBP311,249,088.26 applicable -0.477% -6 bps -0.537% 103.590%
-------------- ----------------- --------- --------------- ------------------ ----------- ----------- ----------- ----------- -----------
EUR June 03 June Not
2024 Bonds XS2004366287 EUR1,250,000,000 2024 EUR709,138,000 GBP646,551,787.02 applicable -0.471% -3 bps -0.501% 102.061%
-------------- ----------------- --------- --------------- ------------------ ----------- ----------- ----------- ----------- -----------
EUR March 25 March
2027 Bonds XS1207683522 EUR750,000,000 2027 EUR250,000,000 GBP227,935,813.27 85.6635% -0.383% -3 bps -0.413% 106.857%
-------------- ----------------- --------- --------------- ------------------ ----------- ----------- ----------- ----------- -----------
EUR June 29 June Not
2032 Bonds XS1638816089 EUR1,000,000,000 2032 EUR154,626,000 GBP140,979,212.25 applicable -0.159% +9 bps -0.069% 117.067%
-------------- ----------------- --------- --------------- ------------------ ----------- ----------- ----------- ----------- -----------
Sterling Bonds
GBP August XS2035642102 GBP1,000,000,000 02 GBP0 GBP0 Not Not Not Not Not
2022 Bonds August applicable applicable applicable applicable applicable
2022
-------------- ----------------- --------- --------------- ------------------ ----------- ----------- ----------- ----------- -----------
GBP April 12 April Not Not Not Not
2023 Bonds XS1806359714 GBP1,000,000,000 2023 GBP207,057,000 GBP207,057,000 applicable applicable applicable applicable 100.846%
-------------- ----------------- --------- --------------- ------------------ ----------- ----------- ----------- ----------- -----------
GBP January XS1933035286 GBP1,000,000,000 10 GBP0 GBP0 Not Not Not Not Not
2024 Bonds January applicable applicable applicable applicable applicable
2024
-------------- ----------------- --------- --------------- ------------------ ----------- ----------- ----------- ----------- -----------
10
GBP January January Not Not Not Not
2025 Bonds XS2100384853 GBP1,000,000,000 2025 GBP390,282,000 GBP390,282,000 applicable applicable applicable applicable 101.596%
-------------- ----------------- --------- --------------- ------------------ ----------- ----------- ----------- ----------- -----------
GBP January XS0584363724 GBP750,000,000 28 GBP0 GBP0 Not Not 54 bps Not Not GBP2,041,171,056.89
2026 Bonds January applicable applicable applicable applicable in aggregate
2026 nominal amount
-------------- ----------------- --------- --------------- ------------------ ----------- ----------- ----------- ----------- ----------- --------------------
Notes
(1) Subject to adjustment in accordance with any applicable business day convention.
(2) In the case of the Euro Bonds, calculated at the Euro FX Rate of EUR1.0968 = GBP1.
(3) An Accrued Interest Payment will also be made in respect of
any Bonds accepted for purchase.
----
Total Consideration
The total consideration payable to each Holder in respect of
Bonds validly submitted for tender and accepted for purchase by the
Offeror will be an amount in cash equal to (i) the relevant
Purchase Price for the Bonds, multiplied by each Authorised
Denomination in aggregate nominal amount of Bonds validly tendered
and delivered by such Holder and accepted by the Offeror for
purchase (rounded to the nearest EUR0.01 or GBP0.01, as applicable,
with EUR0.005 or GBP0.005 being rounded upwards) plus (ii) any
Accrued Interest Payment payable in respect of the relevant
Bonds.
For the purposes of calculating the final Maximum Acceptance
Amount, the Euro FX Rate is EUR1.0968 = GBP1.
Settlement of the Offers
The Settlement Date for the purchase of the relevant Bonds
pursuant to the Offers is expected to take place on 22 September
2020.
On or before the Settlement Date, in accordance with the limited
liability partnership deed entered into on 30 November 2005 (as
amended and restated and/or supplemented from time to time)
between, among others, Nationwide Building Society and the LLP,
Nationwide Building Society will sell the Bonds it has purchased
pursuant to the Offer (the Tendered Bonds) to the LLP. The LLP will
fund its purchase of the Tendered Bonds and related transactions
(including payments due under the relevant Covered Bond Swaps)
through a Cash Capital Contribution by Nationwide Building Society.
Following the surrender for cancellation of the Tendered Bonds, any
amounts paid by the LLP to Nationwide Building Society in
connection with the repurchase of the Tendered Bonds shall reduce
amounts payable under the Intercompany Loan, and the relevant
Covered Bond Swaps shall partially terminate. With respect to the
Series 2017-2 Covered Bonds, on or before the Settlement Date, the
two Covered Bond Swaps with Nationwide Building Society and ING
Bank N.V., respectively, shall be amended to provide for partial
termination of the Covered Bond Swap with Nationwide Building
Society only to the extent of and following the surrender for
cancellation of the Tendered Bonds, and no termination of the
Covered Bond Swap with ING Bank N.V. in connection with the
surrender for cancellation of the Tendered Bonds.
NatWest Markets Plc and UBS AG London Branch are acting as Joint
Dealer Managers for the Offers and Lucid Issuer Services Limited is
acting as Tender Agent.
JOINT DEALER MANAGERS
NatWest Markets Plc UBS AG London Branch
250 Bishopsgate 5 Broadgate
Loudon EC2M 4AA London EC2M 2QS
United Kingdom United Kingdom
Telephone: +44 20 7678 5222 Telephone: +44 20 7568 1121
Email: liabilitymanagement@natwestmarkets.com Email: ol-liablitymanagement-eu@ubs.com
Attention: Liability Management Attention: Liability Management
Group
TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Email: nationwide@lucid-is.com
Attention: David Shilson
___
(1) LEI: 549300XFX12G42QIKN82
This announcement is released by Nationwide Building Society and
contains inside information in relation to the Covered Bonds and is
disclosed in accordance with the Market Abuse Regulation (EU)
596/2014 ("MAR"). For the purposes of MAR, this announcement is
made by Krishan Hirani, Senior Manager, Funding & Capital
Markets of Nationwide Building Society.
DISCLAIMER: This announcement must be read in conjunction with
the Tender Offer Memorandum. No offer or invitation to acquire or
sell any securities is being made pursuant to this announcement.
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer or an invitation to participate in the Offers
in the United States or in any other jurisdiction in which, or to
any person to or from whom, it is unlawful to make such offer or
invitation or for there to be such participation under applicable
laws. The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement or the Tender Offer
Memorandum comes are required by each of the Offeror, the Joint
Dealer Managers and the Tender Agent to inform themselves about and
to observe any such restrictions.
The Expiration Deadline for the Offers has now passed and,
accordingly, it is no longer possible to tender Bonds pursuant to
the Offers. The Offers were not made directly or indirectly in or
into, or by use of the mail of, or by any means or instrumentality
of interstate or foreign commerce of or of any facilities of a
national securities exchange of, the United States.
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