Nationwide Ccds Regulatory News (NBS)

RNS ANNOUNCEMENT

SILVERSTONE MASTER ISSUER PLC

£35,000,000,000 RESIDENTIAL MORTGAGE-BACKED NOTE ISSUANCE PROGRAMME

23 January 2017

NOTICE OF AMENDMENTS TO TRANSACTION DOCUMENTS TO THE HOLDERS OF:

U.S.$500,000,000 Series 2011-1 Class 4A Mortgage Backed Fixed Rate Notes due 2055

(Regulation S Notes: ISIN: XS0693096587, Common Code: 069309658;

Rule 144A Notes: ISIN: US82846GAE08, Common Code: 069385354, CUSIP: 82846GAE0)

the Series 2011-1 Notes and holders thereof, the Series 2011-1 Noteholders)

U.S.$1,050,000,000 Series 2012-1 Class 2A1 Mortgage Backed Floating Rate Notes due 2055

(Regulation S Notes: ISIN: XS0758797764, Common Code: 075879776;

Rule 144A Notes: ISIN: US82846GAH39, Common Code: 076052468, CUSIP: 82846G AH3)

(the Series 2012-1 Class 2A1 Notes and holders thereof, the Series 2012-1 Class 2A1 Noteholders)

£200,000,000 Series 2012-1 Class 2A2 Mortgage Backed Floating Rate Notes due 2055

(Regulation S Notes: ISIN: XS0758797848, Common Code: 075879784;

Rule 144A Notes: XS0758797921, Common Code: 075879792)

(the Series 2012-1 Class 2A2 Notes and holders thereof, the Series 2012-1 Class 2A2 Noteholders)

(the Series 2012-1 Class 2A1 Notes and Series 2012-1 Class 2A2 Notes together,

the Series 2012-1 Notes and holders thereof, the Series 2012-1 Noteholders)

£650,000,000 Series 2015-1 Class 1A Mortgage Backed Floating Rate Notes due 2070

(Regulation S Notes: ISIN: XS1191555173, Common Code: 119155517;

Rule 144A Notes: ISIN: XS1191555504, Common Code: 119155517)

(the Series 2015-1 Class 1A Notes and holders thereof, the Series 2015-1 Class 1A Noteholders)

€750,000,000 Series 2015-1 Class 2A1 Mortgage Backed Floating Rate Notes due 2070

(Regulation S Notes: ISIN: XS1191556148, Common Code: 119155614;

Rule 144A Notes: ISIN: 1191556577, Common Code: 119155657)

(the Series 2015-1 Class 2A1 Notes and holders thereof, the Series 2015-1 Class 2A1 Noteholders)

U.S.$500,000,000 Series 2015-1 Class 2A2 Mortgage Backed Floating Rate Notes due 2070

(Regulation S Notes: ISIN: XS1191557468, Common Code: 119155746;

Rule 144A Notes: US82846GAP54, Common Code: 119179017, CUSIP: 82846G AP5)

(the Series 2015-1 Class 2A2 Notes and holders thereof, the Series 2015-1 Class 2A2 Noteholders)

(the Series 2015-1 Class 1A Notes, Series 2015-1 Class 2A1 Notes and Series 2015-1 Class 2A2 Notes together, the Series 2015-1 Notes and holders thereof, the Series 2015-1 Noteholders)

$275,000,000 Series 2016-1 Class 1A1 Mortgage Backed Floating Rate Notes due January 2070

(Regulation S Notes: ISIN: XS1367134936, Common Code: 136713493;

Rule 144A Notes: US82846GAR11, CUSIP: 82846G AR1)

(the Series 2016-1 Class 1A1 Notes and holders thereof, the Series 2016-1 Class 1A1 Noteholders)

£250,000,000 Series 2016-1 Class 1A2 Mortgage Backed Floating Rate Notes due January 2070

(Regulation S Notes: ISIN: XS1369648958, Common Code: 136964895;

Rule 144A Notes: XS1367136808, Common Code: 136713680)

(the Series 2016-1 Class 1A2 Notes and holders thereof, the Series 2016-1 Class 1A2 Noteholders)

€700,000,000 Series 2016-1 Class 2A1 Mortgage Backed Floating Rate Notes due January 2070

(Regulation S Notes: ISIN: XS1367138507, Common Code: 136713850;

Rule 144A Notes: XS1367138846, Common Code: 136713884)

(the Series 2016-1 Class 2A1 Notes and holders thereof, the Series 2016-1 Class 2A1 Noteholders)

(the Series 2016-1 Class 1A1 Notes, Series 2016-1 Class 1A2 Notes and Series 2015-1 Class 2A1 Notes together, the Series 2016-1 Notes and holders thereof, the Series 2016-1 Noteholders)

(the Series 2011-1 Notes, the Series 2012-1 Notes, the Series 2015-1 Notes and the Series 2016-1 Notes together, the Notes, and holders thereof, the Noteholders)

1. AMENDMENTS TO THE PROGRAMME

The following modifications have been made to the Transaction Documents under the Programme including certain related and consequential amendments as may be necessary to give effect to the main amendments described in paragraphs 1.1 and 1.2 below.

Unless otherwise stated below, the amendments to the Relevant Documents (as defined in section 2 below) became effective on or about 23 January 2017. 

1.1 Introduction of Class Z Variable Funding Notes

Certain amendments have been made to the Relevant Documents and to the terms and conditions of Class Z Notes to incorporate an option to issue Class Z Notes which are variable funding notes (each a Class Z Variable Funding Note). It is expected that the terms of any Class Z Variable Funding Note issued will provide for the principal balance of the Class Z Variable Funding Note to fluctuate according to the level of credit enhancement and encumbrance required to support the rating applicable to senior-ranking Notes in issue from time to time.

The Series 2011-1 Class 2Z Notes and the Series 2009-1 Class Z Notes were redeemed and the £310,000,000 Series 2017-1 Class Z Variable Funding Note due January 2070 (the Series 2017-1 Class Z Variable Funding Note) was issued on 23 January 2017.

The remaining 2011-1 Class 4Z Notes, 2012-1 Class 2Z1 Notes and 2012-1 Class 2Z2 Notes (together the Existing Class Z Notes) will be redeemed in accordance with their respective Conditions in due course.

1.2 Changes in the definitions of "Class A Required Subordination Percentage", "Class B Required Subordination Percentage", "Class C Required Subordination Percentage" and "Class M Required Subordination Percentage

The definitions of "Class A Required Subordination Percentage", "Class B Required Subordination Percentage", "Class C Required Subordination Percentage" and "Class M Required Subordination Percentage have been amended so that the relevant subordination percentages may be updated (i) in Final Terms of other Classes when issuing Notes of other Classes or of subsequent Series or (ii) by the Seller by delivering a notice to each of the Issuer, the Note Trustee, the Cash Manager and the Rating Agencies from time to time in each case as may be required.

Although the Required Subordination Percentage remains 13.0% as specified in the Series 2017-1 Pricing Supplement, the actual subordination percentage following the issuance of the Series 2017-1 Class Z Variable Funding Note is 15.0%.

2. Amendment of Relevant Transaction Documents

In order to implement the amendments, the following Transaction Documents have been amended and/or restated or supplemented:

(a) the Cash Management Agreement;

(b) the Funding 1 Deed of Charge;

(c) the Intercompany Loan Terms and Conditions;

(d) the Issuer Cash Management Agreement;

(e) the Issuer Master Definitions and Construction Schedule;

(f) the Master Definitions and Construction Schedule;

(g) the Mortgages Trust Deed;

(h) the Note Trust Deed; and

(i) the Paying Agent and Agent Bank Agreement (together, the Amended Documents).

Copies of the Amended Documents and the Series 2017-1 Pricing Supplement will be available for inspection by Noteholders at the specified offices of the Principal Paying Agent set out below:

Citibank, N.A. London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

For the attention of: Agency and Trust

Except where the context otherwise requires and save where otherwise defined herein, expressions defined in the amended and restated master definitions and construction schedule signed by, amongst others, the Issuer Security Trustee and the Funding 1 Security Trustee and dated 25 July 2008 (as amended and restated on 22 December 2008, 27 October 2009, 22 October 2010, 15 July 2011, 13 September 2011, 21 October 2011, 22 March 2012 and 30 October 2014, as supplemented on 11 December 2014 and as amended and restated on 18 September 2015, 12 February 2016 and 23 January 2017) and the issuer master definitions and construction schedule signed by, amongst others, the Issuer Security Trustee, the Note Trustee and the Funding 1 Security Trustee and dated 25 July 2008 (as supplemented on 27 October 2009, 22 October 2010, 13 September 2011, 30 October 2014 and 23 January 2017), shall have the same meanings in this announcement.

For further information, please contact:

Silverstone Master Issuer PLC

c/o Wilmington Trust SP Services (London) Limited

Third Floor

1 King's Arms Yard

London

EC2R 7AF

Telephone: +44 (0) 20 7397 3600

Sarah Gardiner

Senior Manager, Investor Relations

Nationwide Building Society

One Threadneedle Street

London EC2R 8AW

Tel: +44 (0)207 261 6540

E-mail: sarah.gardiner@nationwide.co.uk

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in this announcement may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Prospectus is not addressed. Prior to relying on the information contained in the Prospectus you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained therein.

Your right to access this service is conditional upon complying with the above requirement.