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7 Sep 2017 09:34
07th September 2017
Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.
Nationwide Building Society ("Nationwide")
Pre-stabilisation Period Announcement
J.P. Morgan Securities plc, (contact: Emma Lovett 0207 134 2468) hereby gives notice, as Stabilisation Coordinator, that the Stabilising Manager(s) named below may stabilise the offer of the following securities in accordance with Commission Delegated Regulation EU/2016/1052 under the Market Abuse Regulation (EU/596/2014).
The securities: | |
Issuer: | Nationwide Building Society ("Nationwide") |
Guarantor (if any): | N/A |
Aggregate nominal amount: | £ TBC Core Capital Deferred Shares
|
Description: | Tap of Core Capital Deferred Shares ("CCDS") 10.25% Perp
|
Offer price: | TBC |
Other offer terms: | Immediately fungible on ISIN- GB00BBQ33664 |
Stabilisation: | |
Stabilisation Manager(s): | J.P. Morgan Securities plc (Stabilisation coordinator) Merrill Lynch International (Stabilisation Manager) Barclays Bank PLC (Stabilisation Manager) Citigroup Global Capital Markets Limited (Stabilisation Manager) UBS Limited (Stabilisation Manager) |
Stabilisation period expected to start on: | 7h September 2017 |
Stabilisation period expected to end no later than: | 8th October 2017 |
Existence, maximum size and conditions of use of over‑allotment facility: | In connection with its stabilising activities Nationwide has granted J.P. Morgan, on behalf of the underwriters, an over-allotment option, exercisable, in whole or in part, at any time during the period commencing after the announcement of the Offer Price and ending on the business day falling immediately prior to the publication of the Prospectus, which if exercised, will require Nationwide to issue up to 15 per cent. of the aggregate number of CCDS available in the Offer (before any exercise of the Over-allotment Option) at the Offer Price to cover short positions arising from such over-allotments (if any) and/or sales of CCDS effected by it during the stabilising period. J.P. Morgan has agreed with Nationwide that any over-allotment of CCDS by it or any of its agents will be up to a maximum of 15 per cent. of the total number of CCDS comprised in the Offer (before any exercise of the Over-allotment Option). |
Stabilisation trading venue: | Over the counter, TBC |
In connection with the offer of the above securities, the Stabilising Manager(s), or persons acting on behalf of the Stabilising Manager(s) may over-allot the securities or effect other transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur and any stabilisation action, if begun, may cease at any time, but it must end no later than the day falling 30 calender days after the date of allotment of the securities.
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.
This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within Article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom.
In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Directive), this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that in that Member State
This announcement is not an offer of securities for sale into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.
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