Nationwide Ccds Regulatory News (NBS)

Nationwide Building Society

(incorporated in England under the Building Societies Act 1986, as amended)

announces a consent solicitation and proposal to all holders (the Noteholders) of its outstanding

€750,000,000 6.75 per cent. Subordinated Notes due 22 July 2020 (the Notes)

25 January 2018. Nationwide Building Society (the Society) announces an invitation (the Consent Solicitation) to holders of the Notes to consent to the modification of the terms and conditions of the Notes (the Conditions) and the Trust Deed constituting the Notes, as proposed by the Society (the Proposal) for approval by an extraordinary resolution (an Extraordinary Resolution) at a meeting of the Noteholders (the Meeting), all as further described in the Consent Solicitation Memorandum prepared by the Society dated 25 January 2018 (the Consent Solicitation Memorandum).

The Consent Solicitation and the Proposal are being made on the terms and subject to the conditions contained in the Consent Solicitation Memorandum. This announcement should be read in conjunction with the Consent Solicitation Memorandum. Capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum.

The Proposal

The Society is inviting Noteholders to approve, by an Extraordinary Resolution pursuant to the Conditions and the Meeting Provisions, certain amendments to the Conditions and the Trust Deed, all as more fully described in the notice convening the Meeting (the Notice) and the Supplemental Trust Deed.

Rationale for the Proposal

The purpose of the Proposal is to align the status provisions in the Conditions and the Trust Deed relating to the Notes with those contained in the terms and conditions of the Society's most recently issued subordinated notes.

General

The information set out above is a summary only. The full description of the amendments to be made to the Conditions and the Trust Deed are set out in full in the Notice and the Supplemental Trust Deed. Noteholders are advised to review carefully the Notice and the Supplemental Trust Deed, the form of which are available to Noteholders from the date of this announcement to the conclusion of the Meeting (including any adjourned Meeting) (i) in electronic and hard copy formats on request from the Tabulation Agent, the details for which are set out below and (ii) for collection or inspection during normal business hours at the specified office of the Principal Paying Agent, as described in the Notice. A copy of the Notice has also been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do.

The quorum required for the Meeting is one or more persons present holding definitive notes or voting certificates or being proxies and holding or representing in the aggregate a clear majority in the nominal amount of the Notes for the time being outstanding (or at an adjourned meeting, whatever the nominal amount of the Notes for the time being outstanding so held or represented by such persons). To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. If the Extraordinary Resolution is passed, the proposed amendments will be binding on all Noteholders, including those Noteholders who do not vote in respect of, or who vote against, the Proposal.

Early Consent Fee and Consent Fee

The Society will pay to each Noteholder from whom a valid Solicitation Instruction in favour of the Extraordinary Resolution is received by the Tabulation Agent:

(A) by 4.00 p.m. (London time) on 5 February 2018 (the Early Consent Deadline), an amount equal to 0.20 per cent. of the nominal amount of the Notes that are the subject of the Solicitation Instruction (the Early Consent Fee); or

(B) after the Early Consent Deadline but by 4.00 p.m. (London time) on 15 February 2018 (the Consent Deadline), an amount equal to 0.10 per cent. of the nominal amount of the Notes that are the subject of the Solicitation Instruction (the Consent Fee),

in each case subject to the Extraordinary Resolution being duly passed and implemented and satisfaction of the other conditions set out in the Consent Solicitation Memorandum. 

Where payable, the Society will pay the Early Consent Fee or the Consent Fee, as applicable, in respect of the Notes that are the subject of such Solicitation Instructions no later than the fifth Business Day following the date on which the Supplemental Trust Deed is executed and delivered by the Society and the Trustee (the Payment Date). For the avoidance of doubt, the Early Consent Fee and the Consent Fee are separate and not cumulative.

Only Noteholders who deliver, or arrange to have delivered on their behalf, valid Solicitation Instructions in favour of the Extraordinary Resolution received by the Tabulation Agent by the Early Consent Deadline or Consent Deadline, as applicable, (which Solicitation Instructions are not subsequently validly revoked, in the limited circumstances in which such revocation is permitted) will be eligible to receive the Early Consent Fee or the Consent Fee, respectively.

Timetable

The indicative timetable is summarised below:

The above dates and times are subject to the right of the Society to extend, re-open, amend and/or terminate the Consent Solicitation or the Proposal (other than the terms of the Extraordinary Resolution) as described in the Consent Solicitation Memorandum and the passing of the Extraordinary Resolution. Accordingly, the actual timetable may differ significantly from the timetable above.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the Consent Solicitation and/or the Proposal before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Solicitation Instructions will be earlier than the relevant deadlines above.

Further details on the transaction can be obtained from:

THE SOLICITATION AGENTS

Requests for documentation and information in relation to the procedures for delivering Solicitation Instructions should be directed to:

TABULATION AGENT

DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Consent Solicitation or the Proposal, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate in the Proposal. None of the Society, the Solicitation Agents, the Tabulation Agent, the Trustee or the Principal Paying Agent makes any recommendation whether Noteholders should participate in the Consent Solicitation or otherwise participate in the Proposal.

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to purchase or sell any security in any jurisdiction. The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.