TIDMNAWI TIDMCEBA TIDMPOB TIDMPOBA
RNS Number : 6146N
Nationwide Building Society
10 September 2013
Nationwide Building Society announces interim results of Tender
Offers for
certain subordinated securities
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN 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),
TO ANY U.S. PERSON (AS DEFINED BELOW) OR TO ANY PERSON LOCATED OR
RESIDENT IN THE REPUBLIC OF ITALY (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW)
10 September 2013. Nationwide Building Society (the Society)
announces today the interim results of its invitations to holders
(the Holders) of the outstanding subordinated securities described
in the table below (the Securities) to tender any and all of their
Securities for purchase by the Society for cash (the Offers).
The Offers were announced on 27 August 2013 and are being made
on the terms and subject to the conditions contained in the tender
offer memorandum dated 27 August 2013 (the Tender Offer Memorandum)
prepared by the Society for the Offers, and are subject to the
offer restrictions set out below and as more fully described in the
Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Registrar and the
Tender Agent as set out below. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Results of the Offers at the General Expiration Deadline
The General Expiration Deadline for the Offers was 4.00 p.m.
(London time) on 9 September 2013. The Society has decided to
accept all Securities validly tendered in the Offers by the General
Expiration Deadline in full. The aggregate principal amount of each
Series of Securities validly tendered by the General Expiration
Deadline and accepted for purchase pursuant to the Offers is set
out in the table below.
The General Settlement Date in respect of the Securities validly
tendered by the General Expiration Deadline and accepted for
purchase pursuant to the Offers is expected to be 19 September
2013, when the Society will pay, in respect of such Securities: (a)
a cash purchase price (in respect of each Series, a Purchase Price)
equal to the relevant percentage of the principal amount of the
relevant Securities, as set out in the table below; and (b) an
amount in cash in respect of Accrued Interest equal to the relevant
percentage of the principal amount of the relevant Securities, as
set out in the table below.
Description and ISIN First Aggregate principal Accrued Interest Purchase
of the Securities call amount accepted Price
date for purchase, as
at the General Expiration
Deadline
------------------------------ ---------- -------------------------- ---------------- ------------------
GBP30,000,000 6.875 10 January GBP20,047,000 1.32643 per 100 per cent.
per cent. Permanent 2019 cent. of the of the principal
Interest Bearing Shares principal amount of
of the Society (ISIN: amount of the Securities
GB0033882084) the Securities
GBP60,000,000 7.25 per 5 December GBP22,415,000 2.09973 per 100 per cent.
cent. Permanent Interest 2021 cent. of the of the principal
Bearing Shares of the principal amount of
Society (ISIN: GB0031049215) amount of the Securities
the Securities
GBP125,000,000 6.25 22 October GBP77,627,000 2.56148 per 91 per cent.
per cent. Permanent 2024 cent. of the of the principal
Interest Bearing Shares principal amount of
of the Society (ISIN: amount of the Securities
GB0033627968) the Securities
GBP400,000,000 5.769 6 February GBP304,070,000 0.68977 per 95 per cent.
per cent. Permanent 2026 cent. of the of the principal
Interest Bearing Share principal amount of
Receipts (ISIN: XS0184519139) amount of the Securities
(the 2026 PIBS Receipts) the Securities
of The Law Debenture
Intermediary Corporation
p.l.c. (please refer
to the Tender Offer
Memorandum for full
details)
GBP100,000,000 7.859 13 March GBP61,100,000 0.12919 per 106.50 per
per cent. Permanent 2030 cent. of the cent. of
Interest Bearing Share principal the principal
Receipts (ISIN: GB0001777886) amount of amount of
of The Law Debenture the Securities the Securities
Intermediary Corporation
p.l.c. (please refer
to the Tender Offer
Memorandum for full
details)
Participation in the Offers by Non-Institutional Investors
Any Non-Institutional Investor (as defined below) that has not
validly tendered its Securities but who wishes to participate in
the Offers must, in order to participate in, and be eligible to
receive the relevant Purchase Price pursuant to, the Offers,
validly tender its Securities by delivering, or arranging to have
delivered on its behalf, a valid Tender Instruction that is
received by the Registrar or, in the case of 2026 PIBS Receipts, by
the Tender Agent by 4.00 p.m. (London time) on 24 September 2013
(the Non-Institutional-only Expiration Deadline), in the manner
described in the Tender Offer Memorandum.
A Non-Institutional Investor is a Holder who holds (or owns on a
beneficial basis) no more than GBP100,000 in aggregate principal
amount outstanding of the Securities of each relevant Series.
A Tender Instruction that is received after the General
Expiration Deadline but by the Non-Institutional-only Expiration
Deadline will be invalid and will not be accepted, unless the
relevant Holder (i) is a Non-Institutional Investor and (ii)
confirms in the relevant Tender Instruction (in the manner
described in the Tender Offer Memorandum) that it is a
Non-Institutional Investor.
Since the Society has decided to accept all valid tenders of
Securities received by the General Expiration Deadline, the Society
will also accept all valid tenders of Securities received after the
General Expiration Deadline but by the Non-Institutional-only
Expiration Deadline.
If the Offers are not extended, re-opened or terminated by the
Society, the Society will, in respect of valid tenders of
Securities received after the General Expiration Deadline but by
the Non-Institutional-only Expiration Deadline, announce as soon as
reasonably practicable on 25 September 2013 the aggregate principal
amount of each Series of Securities accepted for purchase and the
amount of the Accrued Interest in respect of each Series of
Securities accepted for purchase.
The expected settlement date for valid tenders of Securities
received from Non-Institutional Investors after the General
Expiration Deadline but by the Non-Institutional-only Expiration
Deadline is 4 October 2013 (the Non-Institutional-only Settlement
Date).
Tender Instructions
Tender Instruction Forms, for Securities held in certificated
form
In order to participate in, and be eligible to receive the
relevant Purchase Price pursuant to, the relevant Offer, any
Non-Institutional Investor that holds Securities in certificated
form must validly tender its Securities by delivering, or arranging
to have delivered on its behalf, a valid Tender Instruction Form
(as more fully described in the Tender Offer Memorandum and the
Tender Instruction Form), together with the certificate or
certificates for the Securities which are the subject of such
Tender Instruction Form, that are received by the Registrar by the
Non-Institutional-only Expiration Deadline. Holders of Securities
held in certificated form who have lost their certificate(s) should
contact the Registrar by telephone.
Transfer to Escrow Instructions (TTE Instructions), for
Securities held in CREST
In order to participate in, and be eligible to receive the
relevant Purchase Price pursuant to, the relevant Offer, any
Non-Institutional Investor that holds Securities in CREST must
validly tender its Securities by submitting, or arranging to have
submitted on its behalf, a valid TTE Instruction (as more fully
described in the Tender Offer Memorandum) specifying the Registrar
as the escrow agent to whom such Securities should be transferred
so that the transfer to escrow settles by not later than the
Non-Institutional-only Expiration Deadline.
Clearing System Tender Instructions, for the 2026 PIBS
Receipts
In order to participate in, and be eligible to receive the
relevant Purchase Price pursuant to, the relevant Offer, any
Non-Institutional Investor that holds 2026 PIBS Receipts must
validly tender its 2026 PIBS Receipts by submitting, or arranging
to have submitted on its behalf, a valid Clearing System Tender
Instruction (as more fully described in the Tender Offer
Memorandum) that is received by the Tender Agent by the
Non-Institutional-only Expiration Deadline.
General
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Before making a decision whether to tender Securities pursuant
to the Offers, Holders should carefully consider all of the
information in the Tender Offer Memorandum and, in particular, the
factors set out under the heading "Risk Factors and Other
Considerations".
Tender Instructions must be submitted in respect of a minimum
principal amount outstanding of Securities of the relevant Series
of no less than the minimum denomination for such Securities, and
may be submitted in integral multiples of the relevant amount
thereafter, as set out in the Tender Offer Memorandum.
A separate Tender Instruction must be completed on behalf of
each beneficial owner and in respect of each Series.
Indicative Timetable for the Offers
The times and dates below are indicative only.
Events Times and Dates Applicability of event to Non-Institutional
(All times are London Investors and/or Institutional Investors
time)
General Settlement Date Thursday, 19 September Applicable to both Non-Institutional Investors
2013 and Institutional Investors
Non-Institutional-only Expiration Deadline 4.00 p.m. on Tuesday, Applicable only to Non-Institutional Investors
24 September 2013
Announcement of Results following the As soon as reasonably Applicable only to Non-Institutional Investors
Non-Institutional-only Expiration Deadline practicable on
Wednesday,
25 September 2013
Non-Institutional-only Settlement Date Friday, 4 October 2013 Applicable only to Non-Institutional Investors
The above times and dates are subject to the right of the
Society to extend, re-open, amend, and/or terminate the Offers
(subject to applicable law and as provided in the Tender Offer
Memorandum). Holders (including any beneficial owner holding
Securities through another Registered Holder) are advised to check
with any bank, securities broker or other intermediary through
which they hold Securities when such intermediary would need to
receive instructions from a Holder in order for that Holder to be
able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, the Offers before the relevant deadlines specified above. The
deadlines set by any such intermediary and each Clearing System for
the submission of Tender Instructions will be earlier than the
relevant deadlines specified above. See "Procedures for
Participating in the Offers" in the Tender Offer Memorandum.
Subject to applicable law and as provided in the Tender Offer
Memorandum, the Society may, in its sole discretion, extend,
re-open, amend, waive any condition of or terminate the Offers at
any time.
Further Information
The Offers are described in full in the Tender Offer Memorandum,
which is (subject to distribution restrictions) available from the
Registrar and the Tender Agent.
Holders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on, the procedures
for participating in the Offers.
Citigroup Global Markets Limited, Deutsche Bank AG, London
Branch and The Royal Bank of Scotland plc are acting as Dealer
Managers for the Offers, Equiniti Limited is acting as Registrar
and Lucid Issuer Services Limited is acting as Tender Agent.
Requests for information in relation to the Offers may be
directed to the Dealer Managers:
Structuring Adviser and Dealer Manager
The Royal Bank of Scotland plc
135 Bishopsgate
London EC2M 3UR
United Kingdom
Telephone: +44 20 7085 9972
Attention: Liability Management Group
Email: liabilitymanagement@rbs.com
Dealer Managers
Citigroup Global Markets Limited Deutsche Bank AG, London Branch
Citigroup Centre Winchester House
Canada Square 1 Great Winchester Street
Canary Wharf London EC2N 2DB
London E14 5LB United Kingdom
United Kingdom
Telephone: +44 20 7986 8969 Telephone: +44 20 7545 8011
Attention: Liability Management Group Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com Email: liability.management@db.com
Questions and requests for assistance in connection with the
delivery of Tender Instructions in respect of the Securities (other
than the 2026 PIBS Receipts), and for any documents or materials
relating to the Offers, may be directed to the Registrar:
The Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
United Kingdom
Telephone: 0871 384 2050 (if calling from within the UK)*
Attention: Corporate Actions
*Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday
to Friday (except UK public holidays). Calls from within the UK are
charged at 8 pence per minute plus network extras. If calling from
outside the UK, please call +44 121 415 0259. Calls from outside
the UK are charged at the applicable international rate. Different
charges may apply to calls from mobile telephones.
Questions and requests for assistance in connection with the
delivery of Tender Instructions in respect of the 2026 PIBS
Receipts, and for any documents or materials relating to the
Offers, may be directed to the Tender Agent:
The Tender Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson / Sunjeeve Patel
Email: nationwide@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offers. Any Holder who is
in any doubt as to the action it should take, is recommended to
seek its own financial and/or legal advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Securities are held on its behalf
by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender Securities
in the Offers. None of the Society, the Dealer Managers, the
Registrar or the Tender Agent makes any recommendation whether
Holders should tender Securities in the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum comes are required by the Society, the Dealer
Managers, the Registrar and the Tender Agent to inform themselves
about and to observe any such restrictions. Neither this
announcement nor the Tender Offer Memorandum constitutes an offer
to buy or the solicitation of an offer to sell Securities (and
tenders of Securities in the Offers will not be accepted from
Holders) in any circumstances in which such offer or solicitation
is unlawful. In those jurisdictions where the securities, blue sky
or other laws require the Offers to be made by a licensed broker or
dealer and any of the Dealer Managers or any of the Dealer
Managers' respective affiliates is such a licensed broker or dealer
in such jurisdiction, such Offer shall be deemed to be made on
behalf of the Society by such Dealer Manager or such affiliate (as
the case may be) in such jurisdiction and such Offer is not made in
any such jurisdiction where any Dealer Manager or any of its
affiliates is not licensed.
United States. The Offers are not being made and will not be
made, directly or indirectly, in or into, or by use of the mails
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, or to any U.S. Person (as defined in
Regulation S of the United States Securities Act of 1933, as
amended (each a U.S. Person)). This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The
Securities may not be tendered in the Offers by any such use,
means, instrumentality or facility from or within the United States
or by persons located or resident in the United States or by, or by
any person acting for the account or benefit of, a U.S. Person.
Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offers are not being, and must not be, directly or indirectly,
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States or to
any persons located or resident in the United States or to any
U.S. Person. Any purported tender of Securities in the Offers
resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Securities
made by, or by any person acting for the account or benefit of, a
U.S. Person or by a person located in the United States or any
agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be
accepted.
Each Holder participating in the Offers will represent that it
is not a U.S. Person, it is not located in the United States and is
not participating in the Offers from the United States or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in the
Offers from the United States and is not a U.S. Person. For the
purposes of this and the above paragraph, United States means the
United States of America, 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 of America and the District of Columbia.
Italy. None of the Offers, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the
Offers have been submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant
to Italian laws and regulations. The Offers are not being made,
directly or indirectly, in the Republic of Italy (Italy).
Accordingly, Holders are notified that, to the extent that Holders
are located or resident in Italy, the Offers (and the documents and
materials relating to the Offers, including this announcement and
the Tender Offer Memorandum) are not available to them and they may
not tender their Securities in the Offers.
United Kingdom. This announcement and the Tender Offer
Memorandum have been issued by the Society, which is a building
society authorised by the Prudential Regulation Authority (the PRA)
of 20 Moorgate, London, EC2R 6DA, United Kingdom and regulated by
the Financial Conduct Authority (the FCA) of 25 The North
Colonnade, Canary Wharf, London E14 5HS, United Kingdom and the
PRA. This announcement and the Tender Offer Memorandum are being
distributed only to existing Holders. Recipients of this
announcement and the Tender Offer Memorandum should note that the
Society is acting on its own account in relation to the Offers and
will not be responsible to any other person for providing the
protections which would be afforded to clients of the Society or
for providing advice in relation to any Offer.
In addition, the communication of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the Offers is not being made and such documents and/or materials
have not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the Financial Promotion Order)) or persons who are within
Article 43 of the Financial Promotion Order (which includes an
existing creditor of the Society and, therefore, includes the
Holders) or any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order.
France. The Offers are not being made, directly or indirectly,
to the public in the Republic of France (France). Neither this
announcement, the Tender Offer Memorandum nor any other document or
material relating to the Offers has been or shall be distributed to
the public in France and only (i) providers of investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), other than individuals, acting for their
own account, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code
monétaire et financier, are eligible to participate in the Offers.
Neither this announcement nor the Tender Offer Memorandum has been
nor will be submitted for clearance to nor approved by the Autorité
des Marchés Financiers.
Belgium. None of this announcement, the Tender Offer Memorandum
or any other documents or materials relating to the Offers have
been submitted to or will be submitted for approval or recognition
to the Belgian Financial Services and Markets Authority (Autoriteit
voor Financiële Diensten en Markten / Financial Services and
Markets Authority) and, accordingly, the Offers may not be made in
Belgium by way of a public offering, as defined in Article 3 of the
Belgian Law of 1 April 2007 on public takeover bids or as defined
in Article 3 of the Belgian Law of 16 June 2006 on the public offer
of placement instruments and the admission to trading of placement
instruments on regulated markets, each as amended or replaced from
time to time. Accordingly, the Offers may not be advertised and the
Offers will not be extended, and none of this announcement, the
Tender Offer Memorandum or any other documents or materials
relating to the Offers (including any memorandum, information
circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any
person in Belgium other than "qualified investors" in the sense of
Article 10 of the Belgian Law of 16 June 2006 on the public offer
of placement instruments and the admission to trading of placement
instruments on regulated markets (as amended from time to time),
acting on their own account. Insofar as Belgium is concerned, this
announcement and the Tender Offer Memorandum have been issued only
for the personal use of the above qualified investors and
exclusively for the purpose of the Offers. Accordingly, the
information contained in this announcement and the Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
This information is provided by RNS
The company news service from the London Stock Exchange
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