Indicative Results of Tender Offers

RNS Number : 4394Z

Nationwide Building Society

18 September 2020

 

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 ANNOUNCES INDICATIVE RESULTS OF ITS CASH TENDER OFFERS FOR CERTAIN OF ITS OUTSTANDING COVERED BONDS

18 September 2020.  Nationwide Building Society¹ (the "Offeror") announces the non-binding indicative acceptance and results of its invitations announced on 10 September 2020 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 were 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, subject to the offer and distribution restrictions set out therein.

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 17 September 2020. This is the Announcement of Indicative Acceptance and Results of Offers referred to in the Tender Offer Memorandum.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Indicative Acceptance and Results of Offers

Based on information provided by the Tender Agent with respect to valid Tender Instructions received (and not validly withdrawn) as at the Expiration Deadline, the following table sets out a non-binding indication of the basis on which the Offeror currently expects to accept valid tenders of Bonds in the Offers (subject to the application of the relevant Pro-ration Factor in relation to a Series as set out below):

Description of the Bonds	ISIN	Nominal Amount Outstanding	Maturity Date(1)	Indicative Series Acceptance Amounts		Indicative Pro-ration Factor	Reference Yield / Reference Benchmark	Fixed Spread	Purchase Yield	Purchase Price(3)	Indicative Maximum Acceptance Amount
				Denomination Currency	Sterling Equivalent(2)
Euro Bonds											GBP2,041,171,056.89 in aggregate nominal amount
EUR October 2021 Bonds	XS1130066175	EUR1,000,000,000	29 October 2021	EUR128,453,000	GBP117,116,156.09	Not applicable	The relevant Interpolated Mid-Swap Rate	-1 bps	Sum of the Reference Yield and Fixed Spread	To be determined as set out in the Tender Offer Memorandum
EUR October 2022 Bonds	XS1308693867	EUR1,000,000,000	26 October 2022	EUR0	GBP0	Not applicable	The relevant Interpolated Mid-Swap Rate	+3 bps	Sum of the Reference Yield and Fixed Spread	Not applicable
EUR February 2024 Bonds	XS1569896498	EUR1,000,000,000	23 February 2024	EUR341,378,000	GBP311,249,088.26	Not applicable	The relevant Interpolated Mid-Swap Rate	-6 bps	Sum of the Reference Yield and Fixed Spread	To be determined as set out in the Tender Offer Memorandum
EUR June 2024 Bonds	XS2004366287	EUR1,250,000,000	03 June 2024	EUR709,138,000	GBP646,551,787.02	Not applicable	The relevant Interpolated Mid-Swap Rate	-3 bps	Sum of the Reference Yield and Fixed Spread	To be determined as set out in the Tender Offer Memorandum
EUR March 2027 Bonds	XS1207683522	EUR750,000,000	25 March 2027	EUR250,000,000	GBP227,935,813.27	85.6635%	The relevant Interpolated Mid-Swap Rate	-3 bps	Sum of the Reference Yield and Fixed Spread	To be determined as set out in the Tender Offer Memorandum
EUR June 2032 Bonds	XS1638816089	EUR1,000,000,000	29 June 2032	EUR154,626,000	GBP140,979,212.25	Not applicable	The relevant Interpolated Mid-Swap Rate	+9 bps	Sum of the Reference Yield and Fixed Spread	To be determined as set out in the Tender Offer Memorandum
Sterling Bonds
GBP August 2022 Bonds	XS2035642102	GBP1,000,000,000	02 August 2022	GBP0	GBP0	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable
GBP April 2023 Bonds	XS1806359714	GBP1,000,000,000	12 April 2023	GBP207,057,000	GBP207,057,000	Not applicable	Not applicable	Not applicable	Not applicable	100.846%
GBP January 2024 Bonds	XS1933035286	GBP1,000,000,000	10 January 2024	GBP0	GBP0	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable
GBP January 2025 Bonds	XS2100384853	GBP1,000,000,000	10 January 2025	GBP390,282,000	GBP390,282,000	Not applicable	Not applicable	Not applicable	Not applicable	101.596%
GBP January 2026 Bonds	XS0584363724	GBP750,000,000	28 January 2026	GBP0	GBP0	Not applicable	1.50 per cent. UK Treasury Gilt due July 2026 (ISIN: GB00BYZW3G56)	54 bps	Annualised sum of the Reference Yield and Fixed Spread	Not applicable

Notes

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

 ⁽²⁾   In the case of the Euro Bonds, calculated at the Euro FX Rate of EUR1.0968 = GBP1.

⁽³⁾   An Accrued Interest Payment will also be made in respect of any Bonds accepted for purchase.

----

The indicative Maximum Acceptance Amount for the Offers, the indicative Series Acceptance Amount for each Series of Bonds and the indicative Pro-ration Factor for each Series of Bonds specified above are non-binding indications only and subject to change.

For the purposes of calculating the indicative Maximum Acceptance Amount, the Euro FX Rate will be EUR1.0968 = GBP1.

The Offeror currently expects to announce the final results of the Offers (including, amongst other things, whether it accepts any valid tenders of Bonds for purchase in the Offers and, if so, the final Maximum Acceptance Amount and, for each Series, the final Series Acceptance Amount and, if applicable, any Pro-ration Factor) as soon as practicable after the Price Determination Time, which is currently expected to be at or around 1.00 p.m. (London time) today.

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.

JOINT DEALER MANAGERS
NatWest Markets Plc 250 Bishopsgate Loudon EC2M 4AA United Kingdom Telephone: [phone] Email: [e-mail] Attention: Liability Management	UBS AG London Branch 5 Broadgate London EC2M 2QS United Kingdom Telephone: [phone] Email: [e-mail] Attention: Liability Management Group

TENDER AGENT

Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom Telephone: [phone] Email: [e-mail] Attention: David Shilson

___

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. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. 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.

The Expiration Deadline for the Offers has now passed and, accordingly, it is no longer possible to tender Bonds pursuant to the Offers. The Offers were not 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.

 

END

 

 

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