Nationwide Ccds Regulatory News (NBS)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NATIONWIDE BUILDING SOCIETY ANNOUNCES COMMENCEMENT OF ITS CASH TENDER OFFERS FOR CERTAIN OUTSTANDING NOTES ISSUED BY SILVERSTONE MASTER ISSUER PLC UNDER ITS £35,000,000,000 RESIDENTIAL MORTGAGE BACKED NOTE PROGRAMME

22 November 2022. Nationwide Building Society (the "Offeror") announces today invitations to the holders of the notes (the "Noteholders") referred to in the table below (together, the "Notes" and each a "Series") issued by Silverstone Master Issuer plc (the "Issuer") under its £35,000,000,000 Residential Mortgage Backed Note Programme (the "Programme") to tender any and all such outstanding Notes for purchase by the Offeror for cash at an amount (rounded to the nearest £0.01, with £0.005 being rounded upwards) equal to (1) the product of (i) the aggregate nominal amount of the relevant Notes (on the basis of the original nominal amount of such Notes prior to the application of any Pool Factor) accepted for purchase from the relevant Noteholder pursuant to the Offers, (ii) the relevant Purchase Price and (iii) the relevant Pool Factor (each as defined in the Tender Offer Memorandum (as defined below)) plus (2) any Accrued Interest Payment (as defined in the Tender Offer Memorandum) (together, the "Total Consideration"), on the terms and subject to the conditions set out in the Tender Offer Memorandum (each such invitation an "Offer" and, together, the "Offers"), subject to satisfaction or waiver of the New Financing Condition (as defined in the Tender Offer Memorandum) and the other conditions described in the Tender Offer Memorandum.

Notes

(1) Subject to adjustment in accordance with any applicable business day convention.

(2) Scheduled amortisation applies before such date.

(3) The Purchase Price and the Accrued Interest Payment (if any) will take into account the Pool Factor. An Accrued Interest Payment (if any) will be made in respect of any Notes accepted for purchase.

The Offers are being made on the terms and subject to the conditions contained in a tender offer memorandum dated 22 November 2022 (the "Tender Offer Memorandum") prepared by the Offeror and are subject to satisfaction or waiver of the New Financing Condition and the offer and distribution restrictions set out in and as more fully described in the Tender Offer Memorandum.

For detailed terms of the Offers, please refer to the Tender Offer Memorandum, copies of which are (subject to distribution restrictions) available from 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.

Rationale for the Offers

The Offeror is making the Offers in order to provide liquidity to the Noteholders while optimising its funding and liquidity position. The Offers also provide Noteholders with an opportunity to sell their Notes and to receive, at the sole and absolute discretion of the Offeror, priority in the allocation of the New Notes (as defined below), subject to the issue of the New Notes and such Noteholders making a separate application for the purchase of such New Notes to a Joint Dealer Manager as described in the Tender Offer Memorandum.

Details of the Offer

Total Consideration

If the Offeror decides to accept (subject to satisfaction or waiver of the New Financing Condition) valid tenders of Notes pursuant to the Offers, the total amount that will be paid to each Noteholder on the Settlement Date for the Notes accepted for purchase from such Noteholder will be an amount (rounded to the nearest £0.01, with £0.005 being rounded upwards) equal to the sum of:

a) the product of (i) the aggregate nominal amount of the Notes (on the basis of the original nominal amount of such Notes prior to the application of any Pool Factor) accepted for purchase from such Noteholder pursuant to the Offers (ii) the Purchase Price and (iii) the Pool Factor; and

b) the Accrued Interest Payment (if any) on such Notes.

Accrued Interest Payment

An amount equal to accrued and unpaid interest (if any) will be paid as purchase consideration in respect of all Notes validly tendered and accepted for purchase by the Offeror pursuant to the Offers from, and including, the immediately preceding interest payment date for the relevant Series of Notes to, but excluding, the Settlement Date, as set out in "Annex: Calculation of Accrued Interest Payment" of the Tender Offer Memorandum.

No pro rata scaling

If the Offeror decides to accept valid tenders of any Notes for purchase pursuant to the Offers, it will accept for purchase all Notes that are validly tendered in full, with no pro rata scaling, subject to the satisfaction (or waiver) of the New Financing Condition.

Regulation S Notes only

The Offeror will only accept tenders with respect to the Notes held on the relevant Regulation S Global Note bearing ISIN XS1770381215, XS1966746759 or XS2109587977, as applicable. The Offeror will not accept tenders with respect to the Notes held on the relevant Rule 144A Global Note bearing ISIN XS1770381306, XS1966679893 or XS2109794508, as applicable (the "Rule 144A Notes"). In order to participate in the Offers, each eligible Noteholder of the relevant Rule 144A Notes who is not a U.S. person and outside the United States and otherwise complies with the conditions of the Offers including the restrictions set out in this announcement and the Tender Offer Memorandum must, prior to the Expiration Deadline, exchange such Rule 144A Notes for Notes held on the relevant Regulation S Global Note bearing ISIN XS1770381215, XS1966746759 or XS2109587977, as applicable, in accordance with the procedures specified in the Conditions relating to the Notes in order to be able to participate in the Offers.

New Financing Condition

The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offers is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.

The Issuer announced on 22 November 2022 its intention to issue new sterling-denominated Series 2022-2 Notes under the Programme (the "New Notes"), subject to market conditions. Whether the Offeror will accept for purchase Notes validly tendered in the Offers is subject, without limitation, to the successful completion (in the sole determination of the Issuer and the Offeror) of the issue of the New Notes (the "New Financing Condition") or the waiver of the same.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in (i) the base prospectus dated 14 January 2022, as supplemented by the supplementary prospectus dated 21 November 2022 (the "Base Prospectus") prepared in connection with the £35,000,000,000 Residential Mortgage Backed Note Programme of the Issuer and (ii) the Final Terms relating to the New Notes and no reliance is to be placed on any representations other than those contained in the Base Prospectus.

The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this Announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the "Securities Act"). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and 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.

UK MiFIR - professionals/ECPs-only / No PRIIPs or UK PRIIPs KID - Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been or will be prepared. No sales to UK or EEA retail investors.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

Priority allocation of the New Notes

A Noteholder that wishes to subscribe for the New Notes in addition to tendering Notes for purchase pursuant to the Offers may receive priority (the "New Issue Priority") in the allocation of the New Notes, subject to the issue of the New Notes and such Noteholders making a separate application for the purchase of such New Notes to a Joint Dealer Manager (in its capacity as a manager of the issue of the New Notes) in accordance with the standard new issue procedures of such manager. When considering allocations of the New Notes, the Issuer intends to give preference to those Noteholders who, prior to such allocation, have tendered, or indicated to a Joint Dealer Manager their intention to tender, Notes pursuant to the Offers and the amount of Notes such Noteholder intends to tender. The aggregate principal amount of New Notes for which New Issue Priority will be given to such a Noteholder will be at the sole discretion of the Issuer and may be more or less than or equal to the aggregate principal amount of Notes validly tendered or in respect of which a firm intention to tender has been indicated by such Noteholder in the Offers and accepted for purchase by the Offeror. The Issuer is not obliged to allocate the New Notes to an investor which has validly tendered or indicated a firm intention to tender the Notes pursuant to the Offers.

In the event that a Noteholder validly tenders Notes pursuant to the Offers, such Notes will remain subject to the conditions of the Offers as set out in the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

All Tender Instructions or applications to purchase New Notes are subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Noteholder).

It is the sole responsibility of each Noteholder to satisfy itself that it is eligible to purchase the New Notes before registering its interest with, and making an application to, a Joint Dealer Manager (in its capacity as a manager of the issue of the New Notes) for the purchase of the New Notes. Any failure to validly submit a Tender Instruction (including as a result of such Noteholder being ineligible to be offered or to be sold the New Notes in accordance with any applicable securities laws and regulations), or any failure of such Noteholder to make an application for the purchase of the New Notes in accordance with the standard new issue procedures of the relevant manager of the issue of the New Notes, may result in no New Issue Priority being given in respect of such Tender Instruction.

Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline for the Offers and any Noteholder that wishes to subscribe for New Notes in addition to tendering existing Notes for purchase pursuant to the Offers should therefore provide, as soon as practicable, to any Joint Dealer Manager any indications of a firm intention to tender Notes for purchase pursuant to the Offers and the principal amount of Notes that it intends to tender in order for this to be taken into account as part of the New Notes allocation process.

Acceptance of Offers

The Offeror proposes to announce, as soon as reasonably practicable on 30 November 2022 whether (subject to satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) it accepts for purchase of the Notes validly tendered in the Offers and, if so, the aggregate nominal amount of the Notes tendered.

The Offeror currently expects that any Notes purchased by the Offeror pursuant to the Offers will not be cancelled but will be held by the Offeror.

Noteholders who have validly tendered Notes and whose Notes have been accepted by the Offeror will receive the relevant Total Consideration of the relevant Series of Notes.

Tender Offer Period

The Offers commence on 22 November 2022 and will end at the Expiration Deadline. If the Expiration Deadline in respect of any Offer is extended by the Offeror, an announcement to that effect will be made by or on behalf of the Offeror by way of RNS announcement, the relevant Reuters International Insider Screen, announcements on the relevant Notifying News Service(s) and through the relevant Clearing Systems at or around 9.00 a.m. (London time), on the next Business Day after the previously scheduled Expiration Deadline.

Announcement of Acceptance and Results of Offers

The Offeror intends to announce, as soon as reasonably practicable on 30 November 2022, the aggregate nominal amount of Notes validly tendered pursuant to each Offer and whether it will accept valid tenders of Notes of any Series pursuant to the relevant Offer.

Such information will be notified to Noteholders by way of RNS announcement, and may also be made by announcements on the relevant Reuters International Insider Screen, relevant Notifying News Service(s) and through the relevant Clearing Systems and shall, absent manifest error, be final and binding on the Offeror and the Noteholders.

Once the Offeror has announced the results of the Offers in accordance with applicable law, the Offeror's acceptance of Tender Instructions in accordance with the terms of the applicable Offers will be irrevocable. Tender Instructions which are so accepted will constitute binding obligations of the submitting Noteholders and the Offeror to settle the relevant Offers.

See also "Acceptance of Offers" above.

Payment

If the New Financing Condition is satisfied (or waived) and Notes validly tendered in the Offers are accepted for purchase by the Offeror, the relevant Total Consideration for Notes accepted for purchase pursuant to the relevant Offer(s) will be paid on the Settlement Date (subject to the right of the Offeror to delay the settlement or purchase of Notes subject to applicable Tender Instructions as set out in the Tender Offer Memorandum) in immediately available funds delivered to the Clearing Systems for payment to the cash accounts of the relevant Noteholders (see "Procedures for Participating in the Offer" of the Tender Offer Memorandum). The deposit of such funds with the Clearing Systems will satisfy and discharge the obligation of the Offeror to all relevant Noteholders in respect of the above amounts represented by such funds.

Provided the Offeror makes or has made on its behalf full payment of the relevant Total Consideration for Notes accepted for purchase pursuant to the relevant Offer(s) to the Clearing Systems on or before the Settlement Date (subject to any postponement of the Settlement Date as described above), under no circumstances will any additional amount of or relating to interest be payable to a Noteholder because of any delay in the transmission of funds from the Clearing Systems or any paying agent or any other intermediary with respect to such Notes.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers.

Indicative Timetable for the Offers

This is an indicative timetable showing one possible outcome for the timing of the Offers. This timetable is subject to change and dates and times may be extended, re-opened or amended by the Offeror in accordance with the terms of the Offers as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

Noteholders are advised to check with any bank, securities broker or other Intermediary through which they hold Notes when such Intermediary would require to receive instructions from a Noteholder in order for that Noteholder 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 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.

Announcements in connection with the Offers will be made via RNS. Such announcements may also be made (i) on the relevant Reuters International Insider Screen, (ii) by the issue of a press release to a Notifying News Service and/or (iii) by the delivery of notices to the relevant Clearing Systems for communication to Direct Participants. Copies of all announcements, notices and press releases can also be obtained from the Tender Agent, the contact details for whom are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers. Questions and requests for assistance in connection with the Offers may be directed to the Joint Dealer Managers.

Barclays Bank Plc and Merrill Lynch International are acting as Joint Dealer Managers for the Offers and Kroll Issuer Services Limited is acting as Tender Agent.

This announcement is released by Nationwide Building Society and contains inside information in relation to the Notes and is disclosed in accordance with the Market Abuse Regulation (EU) 596/2014 ("MAR"). For the purposes of MAR, this announcement is made by Krishan Hirani, Head of Treasury Term Funding of Nationwide Building Society.

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. If any Noteholder is in any doubt as to the contents of this announcement and/or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, 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 must contact such entity if it wishes to tender such Notes pursuant to the Offers. The Joint Dealer Managers are acting exclusively for the Offeror and no one else in connection with the arrangements described in this announcement and the Tender Offer Memorandum and will not be responsible to any Noteholder for providing the protections which would be afforded to customers of the Joint Dealer Managers or for advising any other person in connection with the Offers. None of the Offeror, the Joint Dealer Managers or the Tender Agent, or any person who controls, or any director, officer, employee, adviser, agent or affiliate of, any such person, has made or will make any assessment of the merits and risks of the Offers or of the impact of the Offers on the interests of the Noteholders either as a class or as individuals, and none of them makes any recommendation as to whether Noteholders should tender Notes pursuant to the Offers. None of the Offeror, the Joint Dealer Managers or the Tender Agent (or any or any person who controls, or any director, officer, employee, adviser, agent or affiliate of, any such person) is providing Noteholders with any legal, business, tax or other advice in this announcement and/or the Tender Offer Memorandum. Noteholders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Notes for cash pursuant to the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer or an invitation to participate in the Offers in the United States or in any other jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Offeror, the Joint Dealer Managers 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 Notes (and tenders of Notes in the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer or similar and the Joint Dealer Managers or any of their respective affiliates is such a licensed broker or dealer or similar in any such jurisdiction, the relevant Offer shall be deemed to be made by such Joint Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of securities and the minimum denomination of the New Notes will be £100,000.

United States. The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail 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. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communications. The Notes 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 as defined in Regulation S of the U.S. Securities Act of 1933, as amended. Accordingly, copies of this announcement and 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 downloaded 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. Any purported tender of Notes in any of the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made 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 Noteholder participating in any of the Offers will represent that it is not located in the United States and is not participating in such 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 such Offers from the United States. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom. The communication of this announcement and the Tender Offer Memorandum by the Offeror 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 (the "FSMA"). 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 is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Offeror or other persons within Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated. This announcement and the Tender Offer Memorandum have been issued by Nationwide Building Society of Nationwide House, Pipers Way, Swindon SN38 1NW, United Kingdom, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority (the "FCA"). This announcement and the Tender Offer Memorandum are intended only for and will be distributed only to existing Noteholders of the Notes and are only addressed to such existing Noteholders in the United Kingdom where they would (if they were clients of the Offeror) be per se professional clients or per se eligible counterparties of the Offeror within the meaning of the FCA's rules. This announcement and the Tender Offer Memorandum are not addressed to or directed at any persons who would be retail clients within the meaning of the FCA's rules and any such persons should not act or rely on such documents. Recipients of this announcement or the Tender Offer Memorandum should note that the Offeror 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 Offeror or for providing advice in relation to the Offers or any of them.

France. This announcement and the Tender Offer Memorandum and any other documents or offering materials relating to the Offers, may not be distributed in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of the Prospectus Regulation. Neither this announcement nor the Tender Offer Memorandum has been or will be submitted for clearance to nor approved by the Autorité des marchés financiers.

Italy. None of this announcement, the Tender Offer Memorandum, the Offers or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. A Noteholders located in the Republic of Italy can tender Notes in the Offers through authorised persons (such as investment firms, banks or financial Intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each Intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.