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 INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

NATIONWIDE BUILDING SOCIETY COMMENCES CASH TENDER OFFERS FOR CERTAIN OF ITS OUTSTANDING COVERED BONDS

10 September 2020. Nationwide Building Society1 (the "Offeror") announces today invitations to holders of the following bonds issued by it under its Global Covered Bond Programme and irrevocably and unconditionally guaranteed as to payment of principal and interest by Nationwide Covered Bonds LLP (together, the "Covered Bonds" or the "Bonds" and each a "Series") to tender such outstanding Bonds for purchase by the Offeror for cash up to a maximum aggregate nominal amount to be determined by the Offeror in its sole and absolute discretion (the "Maximum Acceptance Amount") at the relevant Purchase Price and an Accrued Interest Payment (each such invitation an "Offer" and, together, the "Offers"):

EUR1,000,000,000 Series 2014-06 0.750% Fixed Rate Covered Bonds due 29 October 2021(XS1130066175) (the "EUR October 2021 Bonds")

EUR1,000,000,000 Series 2015-11 0.750% Fixed Rate Covered Bonds due 26 October 2022(XS1308693867) (the "EUR October 2022 Bonds")

EUR1,000,000,000 Series 2017-01 0.500% Fixed Rate Covered Bonds due 23 February 2024(XS1569896498) (the "EUR February 2024 Bonds")

EUR1,250,000,000 Series 2019-02 0.050% Fixed Rate Covered Bonds due 03 June 2024(XS2004366287) (the "EUR June 2024 Bonds")

EUR750,000,000 Series 2015-02 0.625% Fixed Rate Covered Bonds due 25 March 2027(XS1207683522) (the "EUR March 2027 Bonds")

EUR1,000,000,000 Series 2017-02 1.375% Fixed Rate Covered Bonds due 29 June 2032(XS1638816089) (the "EUR June 2032 Bonds")

(together, the "Euro Bonds")

and

GBP1,000,000,000 Series 2019-07 Floating Rate Covered Bonds due 02 August 2022(XS2035642102) (the "GBP August 2022 Bonds")

GBP1,000,000,000 Series 2018-01 Floating Rate Covered Bonds due 12 April 2023(XS1806359714) (the "GBP April 2023 Bonds")

GBP1,000,000,000 Series 2019-01 Floating Rate Covered Bonds due 10 January 2024(XS1933035286) (the "GBP January 2024 Bonds")

GBP1,000,000,000 Series 2020-01 Floating Rate Covered Bonds due 10 January 2025(XS2100384853) (the "GBP January 2025 Bonds")

GBP750,000,000 Series 2011-02 5.625% Fixed Rate Covered Bonds due 28 January 2026(XS0584363724) (the "GBP January 2026 Bonds")

(together, the "Sterling Bonds")

The Offers are being made on the terms and subject to the conditions contained in a tender offer memorandum dated 10 September 2020 (the "Tender Offer Memorandum") prepared by the Offeror, and are subject to the offer and distribution restrictions set out below 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 holders of the Covered Bonds while optimising its funding and liquidity position. Taking into account liquidity and index eligibility considerations the Offeror intends to set the respective Series Acceptance Amounts at an amount which ensures at least EUR500,000,000 (or in respect of the Sterling Bonds the equivalent of EUR500,000,000 when applying the applicable Euro FX Rate) would remain outstanding in respect of each Series of Covered Bonds immediately after the Settlement Date.

Overview of the Offers

An overview of certain of the terms of the Offers appears below:

Notes

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

 (2) An Accrued Interest Payment will also be made in respect of any Bonds accepted for purchase.

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Details of the Offer

Purchase Price

Sterling Bonds (other than the GBP January 2026 Bonds)

The Purchase Price in respect of each Series of Sterling Bonds (other than the GBP January 2026 Bonds) will be the relevant Purchase Price specified for such Series in the table above.

GBP January 2026 Bonds and Euro Bonds

The relevant Purchase Price in respect of the GBP January 2026 Bonds and each Series of Euro Bonds will be announced in the Announcement of Pricing, Acceptance and Results of Offers on the Price Determination Date and determined in accordance with market convention, and will be the price which reflects a yield to maturity on the Settlement Date equal to the Purchase Yield.

Subject to the applicable Minimum Denomination, the Purchase Price per Authorised Denomination of each such Series of Bonds will equal (a) the value per Authorised Denomination of all remaining payments of principal and interest due to be made up to and including the maturity date of the relevant Bonds, discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (b) the relevant Accrued Interest, expressed as a percentage and rounded to three decimal places (with 0.0005 per cent. rounded upwards).

Accrued Interest Payment

An amount equal to accrued and unpaid interest (if any) will also be paid as consideration in respect of all Bonds 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 Bonds to, but excluding, the Settlement Date.

Maximum Acceptance Amount

If the Offeror decides, in its sole and absolute discretion, to accept valid tenders of Bonds pursuant to the Offers, it will accept for purchase one or more Series of Bonds up to an aggregate nominal amount of Bonds to be determined by the Offeror (and for these purposes the relevant nominal amount of the Euro Bonds will be converted into pounds sterling at the Euro FX Rate) (the "Maximum Acceptance Amount"). The Offeror will determine the Maximum Acceptance Amount at its sole and absolute discretion. The Maximum Acceptance Amount will be announced in the Announcement of Pricing, Acceptance and Results of Offers, and indicative acceptance levels will be announced in the Announcement of Indicative Acceptance and Results of Offers.

The Offeror will determine the allocation of the nominal amount accepted for purchase pursuant to the Offers (including the applicable Euro FX Rate in respect of the Euro Bonds) among the different Series of Bonds in its sole and absolute discretion, and reserves the right to accept significantly more or less (or none) of the Bonds of one Series as compared to the other Series of Bonds.

If the aggregate nominal amount of Bonds of a Series validly tendered for purchase is greater than the Series Acceptance Amount for such Series, the Offeror intends to accept for purchase Bonds of such Series on a pro rata basis as set out below. Taking into account liquidity and index eligibility considerations the Offeror intends to set the respective Series Acceptance Amounts at an amount which ensures at least EUR500,000,000 (or in respect of the Sterling Bonds the equivalent of EUR500,000,000 when applying the applicable Euro FX Rate) would remain outstanding in respect of each Series of Covered Bonds immediately after the Settlement Date.

Series Acceptance Amounts and Scaling of Offers

Series Acceptance Amounts

If the Offeror accepts any Bonds of a Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of such Series validly offered for purchase is greater than the final aggregate nominal amount of such Series accepted for purchase (the "Series Acceptance Amount" in respect of such Series), the Offeror intends to accept Bonds of such Series for purchase on a pro-rata basis in the manner set out under "Scaling of Offers" below, such that the aggregate nominal amount of such Series accepted for purchase pursuant to the relevant Offer is no greater than the Series Acceptance Amount.

Scaling of Offers

In the circumstances described in the Tender Offer Memorandum in which valid tenders of Bonds of a Series pursuant to the relevant Offer are to be accepted, at the sole and absolute discretion of the Offeror, on a pro-rata basis, each such tender of Bonds of the relevant Series will be scaled by a factor (each a "Pro-ration Factor") equal to (i) the relevant Series Acceptance Amount divided by (ii) the aggregate nominal amount of Bonds of such Series that have been validly tendered for purchase pursuant to the relevant Offer, rounded to the nearest €1,000 or £1,000, as applicable, in nominal amount and subject to any adjustments of the relevant Series as further described in the Tender Offer Memorandum.

Tender Instructions

To tender Bonds in the Offers, a Holder should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received in each case by the Tender Agent by the Expiration Deadline, all as more fully described in the Tender Offer Memorandum. A separate Tender Instruction must be submitted on behalf of each beneficial owner of the Bonds.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Holders 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.

Holders are advised to check with any bank, securities broker or other Intermediary through which they hold Bonds when such Intermediary would require to receive instructions from a Holder in order for that Holder 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 (iii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices 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 Holders are urged to contact the Tender Agent for the relevant announcements relating to the Offers.

NatWest Markets Plc and UBS AG London Branch are acting as Joint Dealer Managers for the Offers and Lucid Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Offers may be directed to the Joint Dealer Managers.

Questions and requests for assistance in connection with the procedures for participating in the Offers, including the delivery of Tender Instructions, may be directed to the Tender Agent.

Purchases of privately marketed covered bonds and CHF denominated covered bonds

Separate to the Offers mentioned in this announcement, Nationwide Building Society is open to purchasing other outstanding covered bonds, which were privately marketed in the GBP, EUR and NOK currencies, as well as its CHF denominated covered bonds. Please see a list below. Nationwide Building Society is also open to purchasing its outstanding Registered Covered Bonds. Nationwide Building Society will consider offers to sell such covered bonds on an ongoing basis, and may repurchase covered bonds subject to the terms proposed. Holders of Covered Bonds included in the Offers must follow the procedures set out in the Tender Offer Memorandum. This statement does not create an obligation for Nationwide Building Society to accept any offers to sell to covered bonds. The Joint Dealer Managers are not acting as joint dealer managers but may act as an MTN dealer in respect of these separate potential repurchases. Nationwide Building Society does not intend to take into consideration the aggregate nominal amount of covered bonds it repurchases pursuant to these separate potential repurchases when setting the Maximum Acceptance Amount for the Offers.

Please contact your usual MTN dealer with your interest.

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1 LEI: 549300XFX12G42QIKN82

This announcement is released by Nationwide Building Society and contains inside information in relation to the Covered Bonds 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, Senior Manager, Funding & Capital Markets 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 Holder 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 Bonds 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 Bonds 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 Holder 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, Nationwide Covered Bonds LLP, (the "LLP"), 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 Holders either as a class or as individuals, and none of them makes any recommendation as to whether Holders should tender Bonds pursuant to the Offers. None of the Offeror, the LLP, 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 Holders with any legal, business, tax or other advice in this announcement and/or the Tender Offer Memorandum. Holders 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 Bonds 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 announcements 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 Bonds (and tenders of Bonds in the Offers will not be accepted from Holders) 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.

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 Bonds 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 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 Bonds in any of the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds 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 holder of Bonds 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 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 Holders of the Bonds, and are only addressed to such existing Holders 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 (the "Issuers' Regulation"). A holder of Bonds located in the Republic of Italy can tender Bonds 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 Bonds or the Offers.