Tender Offer

Nationwide Building Society

26 June 2023

 

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 UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE EUWA).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN (1) THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE UNITED STATES), (2) THE REPUBLIC OF ITALY, OR (3) ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

Nationwide Building Society announces launch of

Open Market Repurchase Exercise

in respect of its Core Capital Deferred Shares

26 June 2023.  On 20 February 2023, Nationwide Building Society (Nationwide) announced the launch of an open market repurchase facility (the OMR Facility) under which it may, from time to time and in its sole discretion, seek to repurchase limited numbers of the Core Capital Deferred Shares of £1 nominal amount each (ISIN: GB00BBQ33664) (the CCDS) issued by Nationwide. Any such repurchase would be conducted pursuant to a discrete open market repurchase exercise. The first such open market repurchase exercise under the OMR Facility was carried out on 22 and 23 February 2023, with settlement of the repurchase of the relevant CCDS taking place on 24 and 27 February 2023.

Nationwide announces today the commencement of the second open market repurchase exercise under the OMR Facility (the OMR Exercise 2023-2), to be managed by UBS AG London Branch (the Dealer Manager), pursuant to which Nationwide may purchase up to an aggregate of 657,548 CCDS (corresponding to a maximum aggregate purchase price of up to approximately £75,000,000, excluding amounts attributable to potential future Distributions (as defined in the section titled "Conditions of Issue of the Core Capital Deferred Shares" set out in the prospectus dated 22 November 2013 and the prospectus dated 11 September 2017 (the Conditions))).

The OMR Exercise 2023-2 will be carried out on the terms and subject to the conditions contained in this announcement, and is subject to the offer and distribution restrictions set out below. Pursuant to the OMR Exercise 2023-2, holders of the CCDS that are both (a) outside the United States and (b) persons to whom the OMR Exercise 2023-2 is otherwise being made (as further described under "Offer and Distribution Restrictions" below) (Eligible Holders) may tender their CCDS for purchase by Nationwide at any time during the OMR Tender Period. The OMR Tender Period is the time period commencing at 9.00 a.m. (London time) on 28 June 2023 and expiring at 3.00 p.m. (London time) on 28 June 2023 (the OMR Expiration Time).

CCDS can only be tendered for purchase in the manner described under "Procedures relating to the OMR Exercise 2023-2" below.

The expected settlement date for CCDS validly tendered during the OMR Tender Period and accepted for purchase by Nationwide is 3 July 2023 (the Settlement Date).

Summary of the OMR Exercise 2023-2

Description of the CCDS	ISIN	Number of CCDS Outstanding	Purchase Price	Number of CCDS subject to the OMR Exercise 2023-2
Nationwide's Core Capital Deferred Shares of £1 nominal amount each	GB00BBQ33664	9,779,892*	£114.06 per CCDS**	Subject as set out herein, up to a maximum of 657,548 CCDS (corresponding to a maximum aggregate purchase price of up to approximately £75,000,000, excluding amounts attributable to potential future Distributions).

*    This figure excludes CCDS held by Nationwide in treasury, which are deemed not to be outstanding for certain purposes under the Conditions of the CCDS.

**  The total amount payable in respect of each CCDS purchased shall be the Purchase Price plus the Amount Attributable to Potential Future Distributions (as defined below).

Rationale for the OMR Facility and the OMR Exercise 2023-2

The objective of the OMR Facility is to enable management of Nationwide's common equity tier 1 (CET1) position prudently and flexibly over time in the interests of its members.

CCDS repurchase exercises under the OMR Facility may be considered on a periodic basis wholly at Nationwide's discretion. Any CCDS repurchase exercise will only be initiated if considered to be in the best interests of Nationwide's members, and having regard to Nationwide's CET1 position, market conditions and maintaining an appropriate amount of CCDS outstanding, and will be subject to any necessary regulatory approvals. The details of any CCDS repurchase exercise under the OMR Facility including, but not limited to, any upper amount of CCDS being repurchased in such CCDS repurchase exercise, the duration of repurchase windows and the price at which repurchases occur may differ from time to time and will be announced prior to commencement of the relevant exercise.

The OMR Exercise 2023-2 is Nationwide's second CCDS repurchase exercise under the OMR Facility.

CCDS which are not accepted for repurchase pursuant to the OMR Exercise 2023-2 will remain outstanding subject to the Conditions. Nationwide intends to hold any CCDS repurchased by it pursuant to the OMR Exercise 2023-2 in treasury, and future re-sales of any repurchased CCDS may occur from time to time at the sole discretion of Nationwide. The Conditions of the CCDS provide that any such re-sale will not be subject to pre-emption rights.

Purchase Price and Amount Attributable to Potential Future Distributions

Each Eligible Holder will receive, for any CCDS validly tendered by such Eligible Holder and accepted for purchase pursuant to the OMR Exercise 2023-2, an amount (rounded to the nearest £0.01, with half a penny rounded upwards) equal to the sum of:

(i)            a purchase price (the Purchase Price) equal to £114.06 per CCDS accepted for purchase from such Eligible Holder; and

(ii)           an Amount Attributable to Potential Future Distributions in respect of each CCDS accepted for purchase from such Eligible Holder.

The Amount Attributable to Potential Future Distributions, determined on the basis of a Settlement Date of 3 July 2023, will be £0.36407104 per CCDS.

Payment of the Purchase Price and Amount Attributable to Potential Future Distributions will be made to the relevant Eligible Holders on the Settlement Date, as further described in this announcement.

Maximum Purchase Amount

If Nationwide, in its sole discretion, decides to accept any validly tendered CCDS for purchase pursuant to the OMR Exercise 2023-2, Nationwide proposes that the aggregate number of CCDS it will accept for purchase pursuant to the OMR Exercise 2023-2 will be no greater than 657,548 (the Maximum Purchase Amount) (corresponding to a maximum aggregate purchase price of up to approximately £75,000,000, excluding Amounts Attributable to Potential Future Distributions), subject to the right of Nationwide, in its sole discretion, in increase or decrease such amount (the final aggregate number of CCDS tendered and accepted for purchase pursuant to the OMR Exercise 2023-2 being the OMR Acceptance Amount).

Scaling

If Nationwide, in its sole discretion, decides to accept any validly tendered CCDS for purchase pursuant to the OMR Exercise 2023-2 and the aggregate number of CCDS validly tendered for purchase is greater than the Maximum Purchase Amount, Nationwide intends to accept such CCDS for purchase on a pro rata basis such that the OMR Acceptance Amount is no greater than the Maximum Purchase Amount.

Where CCDS validly tendered pursuant to the OMR Exercise 2023-2 are to be accepted on a pro rata basis, each tender of CCDS will be scaled by a factor (the Scaling Factor) which shall be derived from (a) the OMR Acceptance Amount divided by (b) the aggregate number of CCDS validly tendered for purchase pursuant to the OMR Exercise 2023-2 (subject to adjustment resulting from the rounding of tenders of CCDS and the intentions of Nationwide described in the next paragraph).

Each tender of CCDS that is scaled in this manner will be rounded down to the nearest integral number of CCDS.  In addition, in the event of any such scaling, Nationwide intends to apply pro rata scaling to each valid tender of CCDS in such a manner as will result in both (a) the relevant Eligible Holder transferring at least 250 CCDS (being the Minimum Transfer Amount) to Nationwide, and (b) the relevant Eligible Holder's residual amount of CCDS (being the number of CCDS the subject of the relevant tender that are not accepted for purchase by virtue of such scaling) amounting to either (I) at least the Minimum Transfer Amount or (II) zero, and Nationwide therefore intends to adjust the Scaling Factor applicable to any tender of CCDS accordingly.

Announcements

As soon as reasonably practicable after the OMR Expiration Time, Nationwide intends to announce its decision of whether to accept for purchase CCDS validly tendered pursuant to the OMR Exercise 2023-2 and, if so accepted, (a) the OMR Acceptance Amount and (b) the Scaling Factor (if any) that will be applied to valid tenders of CCDS.

 Nationwide intends to make any announcements in connection with the OMR Exercise 2023-2 by publication through The Regulatory News Service provided by the London Stock Exchange plc. Such announcements may also be made on the relevant Reuters Insider Screen and/or by the issue of a press release to a recognised financial news service or services (such as Reuters and/or Bloomberg) as selected by Nationwide.  Copies of all such announcements and press releases can also be obtained upon request from the Dealer Manager, the contact details for whom are set out below.

Procedures relating to the OMR Exercise 2023-2

CCDS to be tendered by contacting the Dealer Manager

Eligible Holders of CCDS may only tender CCDS for purchase pursuant to the OMR Exercise 2023-2, during the OMR Tender Period, by contacting the Dealer Manager. Holders of CCDS will NOT be able to tender their CCDS for purchase pursuant to the OMR Exercise 2023-2 through Euroclear Bank SA/NV or Clearstream Banking S.A.

Any Eligible Holder of CCDS who has an account with the Dealer Manager and wishes to tender CCDS for purchase pursuant to the OMR Exercise 2023-2 should call its regular contact at the Dealer Manager at any time during the OMR Tender Period. Eligible Holders of CCDS will not be required to pay any fees or commission to the Dealer Manager in connection with any tender of CCDS. The Dealer Manager may require evidence of an Eligible Holder's identity to comply with applicable offer and distribution restrictions and anti-money laundering legislation, sanctions legislation and related regulations, policies and procedures in relation to the purchase of the CCDS.

Any Eligible Holder of CCDS who does not have an account with the Dealer Manager and wishes to tender CCDS for purchase pursuant to the OMR Exercise 2023-2 may do so by tendering its CCDS through its broker, dealer, commercial bank, trust company, other financial institution or other custodian, that it customarily uses, provided such person has an account with the Dealer Manager. Any such broker or intermediary must contact the Dealer Manager at its phone number set out below, at any time during the OMR Tender Period. Eligible Holders of CCDS may be required to pay a fee or commission to any broker or intermediary through whom it tenders CCDS for purchase pursuant to the OMR Exercise 2023-2.

To the extent that neither an Eligible Holder nor its broker, dealer, commercial bank, trust company, other financial institution or other custodian has an account with the Dealer Manager, such Eligible Holder will not be able to participate in the OMR Exercise 2023-2.

Eligible Holders of CCDS should not tender CCDS directly to, or transfer CCDS to, Nationwide.

No Eligible Holder of CCDS should tender any CCDS held by it more than once pursuant to the OMR Exercise 2023-2.

Minimum Transfer Amount

Eligible Holders wishing to participate in the OMR Exercise 2023-2 must tender a minimum of 250 CCDS (being the Minimum Transfer Amount), and may tender any integral number of CCDS in excess of the Minimum Transfer Amount.

No Withdrawal Rights

Subject to applicable law, Eligible Holders of CCDS will not have withdrawal rights with respect to CCDS tendered for purchase pursuant to the OMR Exercise 2023-2.

Settlement

All CCDS that are validly tendered for purchase through the Dealer Manager during the OMR Tender Period and are accepted for purchase will be purchased by the Dealer Manager on behalf of Nationwide on the Settlement Date.  

Following acceptance of valid tenders, each relevant Eligible Holder of CCDS (or, in the case of an Eligible Holder who tendered its CCDS through a broker or other intermediary, the relevant broker or intermediary) must book a trade ticket with the Dealer Manager. CCDS accepted for purchase will be settled on a delivery-versus-payment basis with the Dealer Manager on the Settlement Date, in accordance with customary brokerage practices for corporate fixed-income securities.

Failure by an Eligible Holder to deliver any CCDS on the Settlement Date may result in the cancellation of the relevant tender and in such Eligible Holder becoming liable for any damages resulting from that failure, and/or the delivery of a buy-in notice for the purchase of CCDS, executed in accordance with customary brokerage practices for such securities.

Indicative Timetable for the OMR Exercise 2023-2

Events	Times and Dates (All times are London time)
Announcement of OMR Exercise 2023-2 OMR Exercise 2023-2 announced by Nationwide.	Monday, 26 June 2023
OMR Tender Period Period during which Eligible Holders of CCDS may tender (via the Dealer Manager) their CCDS for purchase by Nationwide pursuant to the OMR Exercise 2023-2.	From 9.00 a.m. on Wednesday, 28 June 2023 until the OMR Expiration Time (being 3.00 p.m. on Wednesday, 28 June 2023)
Announcement of Results of OMR Exercise 2023-2
Announcement by Nationwide of its decision of whether to accept for purchase CCDS validly tendered pursuant to the OMR Exercise 2023-2 and, if so accepted, (a) the OMR Acceptance Amount and (b) the Scaling Factor (if any) that will be applied to valid tenders of CCDS.	As soon as reasonably practicable after the OMR Expiration Time
Settlement Date Expected Settlement Date for CCDS tendered for purchase pursuant to the OMR Exercise 2023-2 and accepted for purchase.	Monday, 3 July 2023

General

The OMR Exercise 2023-2 is subject to Nationwide's right, in its sole discretion and subject to applicable law, to extend, terminate, withdraw or amend the OMR Exercise 2023-2, including (without limitation) to amend the Maximum Purchase Amount, at any time (but any such extension, termination, withdrawal or amendment will be without prejudice to any trades which have, prior to the time of announcement of such extension, termination, withdrawal or amendment, been validly booked with the Dealer Manager for settlement following acceptance of CCDS pursuant to the OMR Exercise 2023-2). All times and dates referred to in this announcement must be read accordingly.

Eligible Holders of CCDS are advised to check with any bank, securities broker or other intermediary through which they hold their CCDS when such intermediary would need to receive instructions from a holder in order for that holder to be able to participate in the OMR Exercise 2023-2 in accordance with the deadline specified in this announcement. The deadline set by any such intermediary for the submission of a tender of CCDS may be earlier than the deadline specified in this announcement.

The OMR Exercise 2023-2 is an invitation to treat by Nationwide, and should be construed accordingly. Nationwide reserves the right, in its sole discretion, not to accept tenders of CCDS for purchase made during the OMR Exercise 2023-2 for any reason and shall be under no obligation to any Eligible Holder of CCDS to furnish any reason or justification for refusing to accept any tender of CCDS. For example, a tender of CCDS may be rejected and not accepted and may be treated as not having been validly made if any such tender does not comply with the requirements of a particular jurisdiction.

In connection with the OMR Exercise 2023-2, Nationwide has entered into a Dealer Manager Agreement with the Dealer Manager. Completion of any purchase of CCDS pursuant to the OMR Exercise 2023-2 is conditional on the Dealer Manager Agreement not having been terminated or cancelled by the Dealer Manager prior to or at the time of settlement of such purchase.

Nationwide currently intends to hold, and not to cancel, any CCDS purchased by Nationwide pursuant to the OMR Exercise 2023-2. CCDS that are not successfully tendered and accepted for purchase pursuant to the OMR Exercise 2023-2 will remain outstanding. 

The decision as to whether to purchase any CCDS pursuant to the OMR Exercise 2023-2 is in the sole discretion of Nationwide. The Dealer Manager will only purchase CCDS pursuant to the OMR Exercise 2023-2 if so directed by Nationwide.

Whether or not any CCDS are accepted for purchase pursuant to the OMR Exercise 2023-2, Nationwide may, to the extent permitted by applicable law, continue to acquire from time to time after the OMR Exercise 2023-2 CCDS other than pursuant to the OMR Exercise 2023-2, including through further open market repurchase exercises, privately negotiated transactions, or otherwise, upon such terms and at such prices as Nationwide may determine, which may be more or less than the Purchase Price payable pursuant to the OMR Exercise 2023-2 and could be for cash or other consideration or otherwise on terms more or less favourable than those contemplated in the OMR Exercise 2023-2.

The OMR Exercise 2023-2, each tender of CCDS and any purchase of CCDS pursuant to the OMR Exercise 2023-2, and any non-contractual obligations arising out of or in connection with the foregoing, shall be governed by and construed in accordance with English law. By tendering any CCDS pursuant to the OMR Exercise 2023-2, each person so tendering CCDS irrevocably and unconditionally agrees for the benefit of Nationwide and the Dealer Manager that the courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with the OMR Exercise 2023-2 (including any disputes relating to any non-contractual obligations arising out of or in connection with the OMR Exercise 2023-2) and that, accordingly, any suit, action or proceedings arising out of or in connection with the foregoing may be brought in such courts.

FURTHER INFORMATION

Eligible Holders of CCDS may contact the Dealer Manager for further information in relation to the OMR Exercise 2023-2 using the following contact details:

UBS AG London Branch

5 Broadgate

London EC2M 2QS

United Kingdom

Telephone:            [phone]

Attention:              Liability Management Group

Email:                    [e-mail]

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 as it forms party of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the OMR Exercise 2023-2 described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Rob Collins, Deputy Treasurer, Head of Treasury Markets and Chief Investment Officer of Nationwide Building Society.

LEI of Nationwide Building Society: 549300XFX12G42QIKN82

DISCLAIMER

This announcement contains important information which should be read carefully before any decision is made with respect to the OMR Exercise 2023-2.  If any holder of CCDS is in any doubt as to the contents of this announcement or the action it should take, it is recommended to seek its own advice, including in respect of any financial, tax or legal consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. None of Nationwide or the Dealer Manager (or any of their respective directors, officers, employees, agents, advisers or affiliates) is providing any holder of CCDS with any legal, financial, tax or other advice. 

None of Nationwide, the Dealer Manager and any of their respective directors, officers, employees, agents, advisers or affiliates is acting for any holder of CCDS, or will be responsible to any holder of CCDS for providing any protections which would be afforded to its clients or for providing advice in relation to the OMR Exercise 2023-2, and accordingly none of Nationwide, the Dealer Manager and their respective directors, officers, employees, agents, advisers or affiliates makes any recommendation as to whether holders should tender CCDS pursuant to the OMR Exercise 2023-2.

This announcement is made by Nationwide, and the Dealer Manager does not accept any responsibility for the contents of this announcement.

OFFER AND DISTRIBUTION RESTRICTIONS

The OMR Exercise 2023-2 is only open to holders of the CCDS that are Eligible Holders.

This announcement is addressed only to Eligible Holders, and does not constitute an invitation to participate in the OMR Exercise 2023-2 in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement comes are required by Nationwide and the Dealer Manager to inform themselves about, and to observe, any such restrictions.

Any investment or investment activity to which this announcement relates is available only to Eligible Holders and will be engaged in only with Eligible Holders.

United Kingdom. This announcement has 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 is for distribution to existing holders of the CCDS only, 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 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 should note that Nationwide is acting on its own account in relation to the OMR Exercise 2023-2 and will not be responsible to any other person for providing the protections which would be afforded to clients of Nationwide or for providing advice in relation to the OMR Exercise 2023-2.

In addition, this announcement and any other documents or materials relating to the OMR Exercise 2023-2 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.

United States. The OMR Exercise 2023-2 is not being made, and will not be made, directly or indirectly, in or into, or by use of the mails 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 communication.  CCDS may not be tendered in the OMR Exercise 2023-2 by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States.  Accordingly, copies of this announcement and any other documents or materials relating to the OMR Exercise 2023-2 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 CCDS in the OMR Exercise 2023-2 resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of CCDS 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 CCDS participating in the OMR Exercise 2023-2 will represent that it is not located in the United States and is not participating in the OMR Exercise 2023-2 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 the OMR Exercise 2023-2 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 (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy. The OMR Exercise 2023-2 is not being carried out, directly or indirectly, in the Republic of Italy. The OMR Exercise 2023-2 and this announcement and any other documents or materials relating to the OMR Exercise 2023-2 have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, (i) neither this announcement, nor any other offering material relating to the OMR Exercise 2023-2 or the CCDS, may be distributed or made available in the Republic of Italy and (ii) no marketing, promotional, informative or solicitation activity whatsoever in respect of the OMR Exercise 2023-2 can be performed in the Republic of Italy.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the CCDS and/or the OMR Exercise 2023-2.

France. The OMR Exercise 2023-2 is not being made, directly or indirectly, to the public in the Republic of France (France).  This announcement and any other document or material relating to the OMR Exercise 2023-2 have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended (the Prospectus Regulation).  This announcement has not been and will not be submitted for clearance to or approved by the Autorité des marchés financiers.

Belgium. The OMR Exercise 2023-2 is not being made, directly or indirectly, by way of a public offering in Belgium. Neither this announcement nor any other documents or materials relating to the OMR Exercise 2023-2 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 OMR Exercise 2023-2 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 (the Belgian Takeover Law).

Accordingly, the OMR Exercise 2023-2 may not be advertised and the OMR Exercise 2023-2 will not be extended, and neither this announcement nor any other documents or materials relating to the OMR Exercise 2023-2 has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) "qualified investors" in the sense of Article 2(e) of the Prospectus Regulation, acting on their own account, and provided that they do not qualify as a "consumer" within the meaning of Article I.1 of the Belgian Code of Economic Law (as amended or replaced from time to time) or (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law. Insofar as Belgium is concerned, this announcement has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the OMR Exercise 2023-2. Accordingly, the information contained in this announcement may not be used for any other purpose or disclosed to any other person in Belgium.

General. Neither this announcement nor the electronic transmission thereof constitutes an offer to buy or a solicitation of an offer to sell CCDS (and tenders of CCDS in the OMR Exercise 2023-2 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 OMR Exercise 2023-2 to be made by a licensed broker or dealer and the Dealer Manager or any of the Dealer Manager's affiliates is such a licensed broker or dealer in any such jurisdiction, the OMR Exercise 2023-2 shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of Nationwide in such jurisdiction.

In addition to the representations referred to above in respect of the United Kingdom, the United States, Italy, France and Belgium, each holder of CCDS participating in the OMR Exercise 2023-2 will be required to give certain representations as specified below. Any tender of CCDS for purchase from a holder of CCDS that is unable to make these representations may be rejected.

HOLDERS' REPRESENTATIONS AND WARRANTIES

By tendering CCDS for purchase pursuant to the OMR Exercise 2023-2, a holder of CCDS will represent and warrant to Nationwide and the Dealer Manager, at the time of the relevant tender and at the time of settlement of the relevant tender, that:

(i)            it is the holder or beneficial owner of the CCDS it has tendered and it has full power and authority to tender, sell, assign and transfer such CCDS and, if such CCDS are accepted for purchase, such CCDS will be transferred to, or to the order of, the Dealer Manager with full title free from all liens, charges and encumbrances, not subject to any adverse claim and together with all rights attached thereto, and it will, upon request, execute and deliver any additional documents and/or do such other things deemed by Nationwide or the Dealer Manager to be necessary or desirable to complete the transfer of such CCDS or to evidence such power and authority;

(ii)           in respect of the CCDS which it has tendered and which are accepted for purchase, it (a) releases, to the fullest extent permitted by law, Nationwide, the Dealer Manager and their respective financial and legal advisers (together in each case with their respective members, representatives, directors, officers, employees, agents, advisers or affiliates) from any liabilities in relation to or arising in connection with the preparation, negotiation or implementation of the OMR Exercise 2023-2 or any part thereof, (b) waives, to the fullest extent permitted by law, all rights and entitlement it may otherwise have or acquire to bring, participate in or enforce legal proceedings of any nature against Nationwide, the Dealer Manager and/or their respective financial and legal advisers (together in each case with their respective members, representatives, directors, officers, employees, agents, advisers or affiliates) in connection with the OMR Exercise 2023-2 and/or its CCDS, (c) waives, to the fullest extent permitted by law, all its rights, title and interest to and claims in respect of such CCDS and (d) acknowledges that, after the Settlement Date, it will not be entitled to receive any further payments pursuant to the terms of the CCDS in respect of Distributions or otherwise;

(iii)          it has reviewed and accepts the terms, conditions, offer and distribution restrictions and other considerations relating to the OMR Exercise 2023-2, all as described in this announcement, and it is able to bear the economic risks of participating in the OMR Exercise 2023-2;

(iv)          it has undertaken an appropriate analysis of the implications of the OMR Exercise 2023-2 without reliance on Nationwide or the Dealer Manager; it has had access to such financial and other information concerning the CCDS, and has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers, as it deems necessary or appropriate in order to make an informed decision with respect to its tendering of CCDS for purchase pursuant to the OMR Exercise 2023-2; and it is not relying on any communication (written or oral) made by Nationwide, the Dealer Manager or any other party involved in the OMR Exercise 2023-2 or any of their respective directors, officers, employees, agents, advisers or affiliates as constituting a recommendation to tender CCDS for purchase pursuant to the OMR Exercise 2023-2;

(v)           no information has been provided to it by Nationwide or the Dealer Manager, or any of their respective directors, officers, employees, agents, advisers or affiliates, with regard to the tax consequences for any holder of CCDS arising from the purchase of CCDS pursuant to the OMR Exercise 2023-2 and the receipt by any such holder of the Purchase Price and the Amount Attributable to Potential Future Distributions, and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its participation in the OMR Exercise 2023-2 and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against Nationwide or the Dealer Manager, or any of their respective directors, officers, employees, agents, advisers or affiliates, or any other person in respect of such taxes and payments;

(vi)          it is not a person to whom it is unlawful to make any invitation pursuant to the OMR Exercise 2023-2 under applicable securities laws;

(vii)         it is otherwise an Eligible Holder, able to participate in the OMR Exercise 2023-2 and tender its CCDS for purchase in accordance with the restrictions described under "Offer and Distribution Restrictions" above;

(viii)        it is not a Sanctions Restricted Person (as defined below);

(ix)          it is not a director of Nationwide or a person connected with (as defined in Section 70(2) of the Building Societies Act 1986) a director of Nationwide; and

(x)           it has (before and in connection with its tender of CCDS pursuant to the OMR Exercise 2023-2) complied with all laws and regulations applicable to it for the purposes of its participation in the OMR Exercise 2023-2.

The representation and warranty at paragraph (viii) above shall, when such representation and warranty is made at the time of settlement of the relevant tender only, not be sought from or given by any person if and to the extent that this would result in a violation of any provision of Council Regulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union) or that Regulation as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.

Any tender of CCDS for purchase pursuant to the OMR Exercise 2023-2 from a holder that is unable to make the foregoing representations and warranties may be rejected.  Each of Nationwide and the Dealer Manager reserves the right, in its absolute discretion, to investigate, in relation to any tender of CCDS for purchase pursuant to the OMR Exercise 2023-2, whether any such representation and warranty given by a holder is correct and, if such investigation is undertaken and as a result Nationwide determines (for any reason) that such representation is not correct, such tender may be rejected.

For the purposes of this announcement:

Sanctions Authority means each of:

(a)           the United States government;

(b)           the United Nations;

(c)           the European Union (or any of its member states);

(d)           the United Kingdom;

(e)           any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; or  

(f)           the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and His Majesty's Treasury; and

Sanctions Restricted Person means each person or entity (a Person):

(a)           that is organised or resident in a country or territory which is the target of comprehensive country sanctions administered or enforced by any Sanctions Authority;

(b)           that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (I) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf), (II) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf), (III) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://data.europa.eu/euodp/en/data/dataset/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions) or (IV) the most current consolidated list of "Financial sanctions targets: list of all asset freeze targets" published by the UK Office of Financial Sanctions Implementation (OFSI) (which as of the date hereof can be found at: https://www.gov.uk/government/publications/financial-sanctions-consolidated-list-of-targets/consolidated-list-of-targets); or

(c)           that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (I) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the SSI List), (II) Annexes III, IV, V or VI of Council Regulation No. 833/2014, as amended from time to time (the EU Annexes), (III) the current list of "Designated Persons: Russia" published by OFSI (which as at the date hereof can be found at: https://www.gov.uk/government/publications/financial-sanctions-ukraine-sovereignty-and-territorial-integrity) (the OFSI List), or (IV) any other list maintained by a Sanctions Authority, with similar effect to the SSI List, the EU Annexes or the OFSI List.

 

END