Nationwide Building Society Result of Tender Offer (8980Q)
24 February 2023 - 2:43AM
UK Regulatory
TIDMNBS TIDM34VG
RNS Number : 8980Q
Nationwide Building Society
23 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN (1) THE UNITED STATES , ITS
TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (THE UNITED STATES), (2) THE REPUBLIC OF ITALY, OR (3) ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT .
Nationwide Building Society announces final results of
its inaugural Open Market Repurchase Exercise
in respect of its Core Capital Deferred Shares
23 February 2023. On 20 February 2023, Nationwide Building
Society (Nationwide) announced (i) the launch of an open market
repurchase facility (the OMR Facility) under which it may, from
time to time and in its sole discretion, seek to repurchase limited
numbers of the Core Capital Deferred Shares of GBP1 nominal amount
each (ISIN: GB00BBQ33664) (the CCDS) issued by Nationwide and (ii)
the commencement of the inaugural open market repurchase exercise
under the OMR Facility (the OMR Exercise 2023-1).
The OMR Exercise 2023-1 was made on the terms and subject to the
conditions contained in the announcement made by Nationwide on 20
February 2023 (the Launch Announcement). Capitalised terms used,
but not defined, in this announcement have the meanings given to
them in the Launch Announcement.
The Second OMR Tender Period expired at 3.00 p.m. (London time)
on 23 February 2023, and Nationwide announces today the final
results of the OMR Exercise 2023-1.
Final Results of OMR Exercise 2023-1
Nationwide announces that it has decided to set the Second OMR
Acceptance Amount at 387,804 CCDS, and that Nationwide will
accordingly accept for purchase CCDS validly tendered during the
Second OMR Tender Period subject to application of a Scaling Factor
of 65.01 per cent., as described in the Launch Announcement.
The expected settlement date for CCDS validly tendered during,
and accepted for purchase in connection with, the Second OMR Tender
Period is 27 February 2023 (the Second OMR Settlement Date).
On the Second OMR Settlement Date, holders of CCDS validly
tendered for purchase during the Second OMR Tender Period and
accepted for purchase will receive, for each CCDS purchased, an
amount equal to the aggregate of (i) the Purchase Price of
GBP128.93 per CCDS and (ii) an Amount Attributable to Potential
Future Distributions of GBP1.94 per CCDS.
Following settlement on the Second OMR Settlement Date,
Nationwide will have purchased an aggregate of 775,608 CCDS
pursuant to the OMR Exercise 2023-1. Nationwide intends to hold all
such CCDS purchased by it pursuant to the OMR Exercise 2023-1 in
treasury, and future re-sales of any purchased CCDS may occur from
time to time at the sole discretion of Nationwide. The Conditions
of the CCDS provide that any such re-sale will not be subject to
pre-emption rights.
Summary
Aggregate number Aggregate number
of CCDS purchased of CCDS outstanding
by Nationwide following the
Second pursuant to OMR Exercise
Description OMR Acceptance Scaling the OMR Exercise 2023-1
of the CCDS ISIN Amount Factor 2023-1
-------------- ------------- ---------------- ----------- ------------------- ---------------------
Nationwide's GB00BBQ33664 387,804 65.01 775,608 CCDS 9,779,892 CCDS*
Core Capital CCDS per cent.
Deferred
Shares of
GBP1 nominal
amount each
* This figure excludes the CCDS purchased by Nationwide pursuant
to the OMR Exercise 2023-1, which (for so long as they are held by
Nationwide in treasury) will be deemed not to be outstanding for
certain purposes under the Conditions of the CCDS.
UBS AG London Branch (Telephone: +44 20 7568 1121; Attention:
Liability Management Group; Email:
ol-liabilitymanagement-eu@ubs.com ) is acting as Dealer Manager in
connection with the OMR Exercise 2023-1.
LEI of Nationwide Building Society: 549300XFX12G42QIKN82
DISCLAIMER
This announcement must be read together with the Launch
Announcement. No offer or invitation to acquire any securities is
being made pursuant to this announcement.
The distribution of this announcement and the Launch
Announcement in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Launch
Announcement come(s) are required by Nationwide and the Dealer
Manager to inform themselves about, and to observe, any such
restrictions.
The OMR Exercise 2023-1 has now expired and no additional CCDS
will be accepted for purchase pursuant to the OMR Exercise
2023-1.
This announcement is made by Nationwide, and the Dealer Manager
does not accept any responsibility for the contents of this
announcement.
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END
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