Nationwide Ccds Regulatory News (NBS)

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) AND OUTSIDE THE REPUBLIC OF ITALY. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Nationwide Building Society

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

(LEI: 549300XFX12G42QIKN82)

announces the results of the tender offer and consent solicitation in respect of its

£10,000,000 Floating Rate Permanent Interest Bearing Shares

 (originally issued by Cheshire Building Society)

(ISIN: GB0001918076)

7 July 2021. On 3 June 2021, Nationwide Building Society ("Nationwide") announced an invitation to eligible holders ("PIBS Holders") of its £10,000,000 Floating Rate Permanent Interest Bearing Shares (originally issued by Cheshire Building Society) (the "PIBS") to tender any or all of their PIBS for purchase by Nationwide for cash (the "Tender Offer") and a related consent solicitation with respect to proposed variations to the terms of the PIBS (the "Consent Solicitation"), all on the terms set out in an Offer Memorandum dated 3 June 2021 (the "Offer Memorandum") (the "Offers").

The results of the Consent Solicitation and the Tender Offer are set out below.

Defined terms used in this announcement and not otherwise defined herein have the same meaning given to them in the Offer Memorandum.

Results of the Consent Solicitation

The Meeting of PIBS Holders was held on 7 July 2021 as planned. The Meeting was quorate and both Resolutions were approved by the PIBS Holders, with 93.90 per cent. of the votes cast on Resolution 1 and 93.29 per cent. of the votes cast on Resolution 2 being in favour. The Eligibility Condition for each Resolution was also satisfied.

Therefore, Nationwide has made the changes to the Special Conditions of Issue of the PIBS (the "Conditions") proposed in both Resolutions. These changes took effect from 7 July 2021. The updated Conditions will shortly be available on Nationwide's website.

The changes to the Conditions mean that:

(1) after the interest payment date falling in September 2021, interest will be calculated on the outstanding PIBS as the applicable SONIA rate plus a margin of 4.1766 per cent. per annum; and

(2) Nationwide will have the option to repay and cancel all remaining PIBS on the interest payment date falling in September 2030 or any interest payment date thereafter, at a price equal to £1,000 for every £1,000 in nominal amount of PIBS.

Results of the Tender Offer

The offer period for the Tender Offer concluded at 1.00 p.m. (UK time) on 5 July 2021. PIBS having a total nominal amount of £5,189,000 were validly tendered in the Tender Offer, and Nationwide has, following conclusion of the Meeting today, elected to accept all valid tenders of PIBS in full.

PIBS Holders who validly tendered any of their PIBS in the Tender Offer will receive an amount equal to £1,047.23 for every £1,000 in nominal amount of PIBS so tendered and purchased by Nationwide. This represents the Offer Price of £1,040 plus an Accrued Interest Payment of £7.23. Nationwide will make payment to Equiniti, as Registrar, on the Settlement Date of 14 July 2021, for onward payment to PIBS Holders.

PIBS Holders who did not validly tender their PIBS in the Tender Offer will continue to hold their PIBS, which will be governed by the updated Conditions.

The PIBS were originally issued in a total nominal amount of £10,000,000. Following settlement of the Tender Offer on 14 July 2021, the remaining nominal amount of PIBS outstanding will be £4,811,000.

Further information

Nationwide appointed (i) Equiniti and BondCap to provide further information to Retail Investors and (ii) Lloyds Bank Corporate Markets plc and Nomura International plc as Dealer Managers to provide further information to Institutional Investors in connection with the Offers. Their details are set out in the announcement of the launch of the Offers dated 3 June 2021.

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UK MARKET ABUSE REGULATION

This announcement is released by Nationwide Building Society and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"), encompassing information relating to the Offers described above. For the purposes of UK MAR, this announcement is made by Sarah Robinson, Senior Manager, Funding & Capital Markets of Nationwide Building Society.

DISCLAIMER

The Offers have now concluded, and no further Tender Instructions or Voting Only Instructions may be submitted in connection with the Offers.

The PIBS have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and the PIBS may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

UK MiFIR professionals/ECPs and existing PIBS Holders only / No EEA or UK PRIIPs KID - Manufacturer target market (UK MiFIR product governance) is eligible counterparties, professional clients and existing PIBS Holders only (all distribution channels). No European Economic Area or UK PRIIPs key information document (KID) has been or will be prepared.