Nationwide Ccds Regulatory News (NBS)

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

Nationwide Building Society Announces Any and all Tender Offer For Certain of its Dollar-Denominated Notes

February 28, 2018

Nationwide Building Society (the "Society") announced today the commencement of an offer to purchase (the "Offer") any and all of the outstanding notes listed in the table below (collectively, the "Notes"). The Offer is being made upon, and is subject to, the terms and conditions set forth in the Offer to Purchase, dated February 28, 2018 (the "Offer to Purchase"). Capitalised terms used in this announcement but not defined have the meaning given to them in the Offer to Purchase.

Summary of the Offer

The following table sets forth some of the terms of the Offer, which are more fully set out in the Offer to Purchase:

The Offer will expire at 5:00 p.m. (Eastern time) on March 7, 2018 (such date and time, as the same may be extended, the "Expiration Date"). Notes tendered may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on March 7, 2018 (such date and time, as the same may be extended, the "Withdrawal Date"), but not thereafter. The "Results Announcement Date" is expected to be March 8, 2018, unless the Offer is extended. The "Settlement Date" will be promptly following the Expiration Date and is expected to be March 12, 2018, which is the third business day after the Expiration Date. The "Guaranteed Delivery Settlement Date" with respect to Notes validly tendered pursuant to the guaranteed delivery procedures after the Expiration Date and at or prior to the Guaranteed Delivery Date (as defined in the Offer to Purchase) and accepted for purchase will be the second business day after the Guaranteed Delivery Date and is expected to be March 13, 2018.

Upon the terms and subject to the conditions set forth in the Offer to Purchase, the consideration for each $1,000 principal amount of each series of Notes validly tendered at or prior to the Expiration Date or the Guaranteed Delivery Date pursuant to the guaranteed delivery procedures, and accepted for purchase (the "Total Consideration"), will be payable in cash and will be determined in accordance with standard market practice, as described in the Offer to Purchase, that corresponds to a yield to maturity equal to the applicable reference yield plus the applicable fixed spread, which reference yield shall be based on the bid-side price of the applicable Reference Treasury Security specified in the above table at 11:00 a.m. (Eastern time) on March 7, 2018 (such time and date, as the same may be extended, the "Price Determination Date"). The Society will announce the applicable Total Consideration for each series of Notes as soon as practicable after they are determined by the Dealer Managers on the Price Determination Date.

In addition to the applicable Total Consideration, holders whose Notes are accepted for purchase will be paid accrued and unpaid interest on such Notes to, but not including, the Settlement Date ("Accrued Interest"). Interest will cease to accrue on the Settlement Date for all Notes accepted, including those tendered through the guaranteed delivery procedures.

The Society's obligation to accept Notes tendered in the Offer is subject to the satisfaction of certain conditions described in the Offer to Purchase, including the Financing Condition - described below. The Society reserves the right, subject to applicable law, to waive any and all conditions to any Offer.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Offer before the deadlines specified herein and in the Offer to Purchase. The deadlines set by each clearing system for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

Rationale for the Offer

The Society has a strong liquidity position considerably in excess of current regulatory requirements. By tendering for certain senior unsecured securities and issuing new senior non-preferred securities, the Society intends to manage its overall wholesale funding level and better optimise its future interest expense, whilst building its stock of eligible liabilities designed to count towards its minimum requirement for own funds and eligible liabilities ("MREL").

Mark Rennison, Chief Financial Officer said:

"As at 31 December 2017, the Society reported end-point Tier 1 capital of £10.9 billion, corresponding to 4.9 per cent. of our UK leverage exposure. After allowing for certain redemptions taking place in March, the Society will have approximately £3.6 billion of other qualifying MREL instruments, equal to 1.6 per cent. of UK leverage. The Society has no scheduled redemptions of MREL eligible instruments during the 2018/19 financial year. We anticipate that successful completion of this exercise will conclude the majority of the Society's required issuance in connection with end state MREL compliance."

Financing Condition

The Society announced on February 28, 2018 its intention to issue (amongst other securities) new dollar-denominated senior non-preferred notes (the "New Notes"). The Society's obligation to accept and pay for any Notes validly tendered in the Offer is conditioned on the successful completion (in the Society's sole discretion), prior to the Expiration Date, of an offering of the New Notes (the "New Offering") that will raise an amount of proceeds to the Society that is sufficient to fund the aggregate Total Consideration and applicable Accrued Interest for all Notes validly tendered in the Offer.

Allocation of New Notes in the New Offering

The Society will, in connection with the allocation of New Notes in the New Offering, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes in the New Offering has validly tendered or indicated to the Society or the Dealer Managers a firm intention to tender any Notes it holds pursuant to the Offer and, if so, the aggregate nominal amount of the Notes tendered or intended to be tendered by such investor. When considering any potential allocation of New Notes, the Society intends to give preference to those investors who, prior to such allocation, have tendered, or have indicated to the Society or the Dealer Managers their firm intention to tender, Notes in the Offer. However, the Society is not obliged to allocate the New Notes to an investor who has validly tendered or indicated a firm intention to the Society or the Dealer Managers to tender any Notes it holds pursuant to the Offer and if allocated, the amount may be less than the amount tendered and accepted.

Any potential allocation of New Notes, while being considered by the Society as set out above, will be made in accordance with customary new issue allocation processes and procedures. In the event that a Holder validly tenders Notes pursuant to the Offer, such Notes will remain subject to such tender and the conditions of the Offer as set out in the Offer to Purchase irrespective of whether that Holder receives all, part or none of any allocation of New Notes for which it has applied.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the base prospectus and applicable final terms document(s) prepared in connection with the issue and listing of the New Notes (together, the "Prospectus"), and no reliance is to be placed on any representations other than those contained in the Prospectus. Subject to compliance with all applicable securities laws and regulations, the Prospectus is expected to be available from the Joint Lead Managers on request.

The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and are being offered only outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act and within the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A") in reliance on Rule 144A and, in each case, in compliance with all applicable securities laws.

Concurrent Non-US Tender Offer

Concurrently with the Offer, the Society is inviting qualifying holders of certain of its sterling- and euro-denominated securities to offer to sell such securities to the Society. Such invitations are only open to any holder of such securities that can make certain representations, including that it is not located in the United States and it is not participating from the United States or it is acting on a non-discretionary basis for a principal that is located outside the United States and that is not giving an order to participate from the United States. Holders that hold any such securities that cannot make the required representations may not offer to sell them pursuant to such invitation or tender any securities thereby.

Where to Obtain Information

For additional information regarding the terms of the Offer, please contact the Dealer Managers at BNP Paribas at +1 888-210-4358 (toll free) or +1-212-841-3059 (collect) or +44 20 7595 8668 (Europe), Citigroup Global Markets Limited at +1-800-558-3745 (toll free) or +1-212-723-6106 (collect) or +44 20 7986 8969 (Europe), J.P. Morgan Securities LLC at +1 212-834-3424 (collect) or +1 886-834-4666 (toll free), and UBS Limited at +1-888-719-4210 (toll free) or +1-203-719-4210 (collect) or +44 20 7568 2133 (Europe). Requests for documents and questions regarding the tendering of Notes may be directed to the Tender Agent, Lucid Issuer Services Limited at +44 207 704 0880.

The Offer to Purchase may be obtained by Holders at the following web address, or by contacting the Dealer Managers or the Tender Agent:

https://portal.lucid-is.com

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 ("MAR"), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Alex Wall, Head of Capital, Ratings & Investor Relations of Nationwide Building Society.

Disclaimer

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the contents of the Offer to Purchase or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, 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. None of the Society, the Dealer Managers or the Tender Agent or any of their respective directors, employees or affiliates makes any recommendation whether Holders should tender Notes pursuant to the Offer.

Offer and Distribution Restrictions

The distribution of this announcement and/or the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Offer to Purchase come(s) are required by the Society, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Nothing in this announcement nor the Offer to Purchase constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Offer will not be accepted from any Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Society in such jurisdiction.

Italy

None of the Offer, this announcement, the Offer to Purchase or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer 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. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offer through authorized 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. 16190 of 29 October 2007, 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 and/or the Offer.

United Kingdom

This announcement and the Offer to Purchase 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 Offer to Purchase are being distributed only to existing Holders of the Notes, and is only addressed to such existing Holders in the United Kingdom where they would (if they were clients of Nationwide) be per se professional clients or per se eligible counterparties of Nationwide within the meaning of the FCA rules. This announcement and the Offer to Purchase are is not addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on it. Recipients of this announcement and the Offer to Purchase should note that the Society is acting on its own account in relation to the Offer and will not be responsible to any other person for providing the protections which would be afforded to clients of the Society or for providing advice in relation to the Offers.

In addition, communication of this announcement and the Offer to Purchase and any other documents or materials relating to the Offer 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. 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 as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Offer to Purchase nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offers. Neither this announcement nor the Offer to Purchase have been or will be submitted for clearance to nor approved by the Autorité des marchés financiers.

Belgium

None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services et marchés financiers) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended and none of this announcement, the Offer to Purchase or any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.