Tender Offer

Nationwide Building Society

28 June 2023

 

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.

Nationwide Building Society announces results of

its Open Market Repurchase Exercise

in respect of its Core Capital Deferred Shares

28 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. On 26 June 2023, Nationwide announced the commencement of the second open market repurchase exercise under the OMR Facility (the OMR Exercise 2023-2).

The OMR Exercise 2023-2 was made on the terms and subject to the conditions contained in the announcement made by Nationwide on 26 June 2023 (the Launch Announcement). Capitalised terms used, but not defined, in this announcement have the meanings given to them in the Launch Announcement.

The OMR Tender Period expired at 3.00 p.m. (London time) on 28 June 2023, and Nationwide announces today the results of the OMR Exercise 2023-2.

Results of OMR Exercise 2023-2

Nationwide announces that it has decided to set the OMR Acceptance Amount at 657,547 CCDS, and that Nationwide will accordingly accept for purchase CCDS validly tendered pursuant to the OMR Exercise 2023-2 subject to application of a Scaling Factor of 55.34 per cent., as described in the Launch Announcement.

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).

On the Settlement Date, each Eligible Holders of CCDS validly tendered for purchase pursuant to the OMR Exercise 2023-2 and accepted for purchase will receive an amount (rounded down to the nearest £0.01, with half a penny rounded upwards) equal to the sum of (i) the Purchase Price of £114.06 per CCDS accepted for purchase from such Eligible Holder and (ii) an Amount Attributable to Potential Future Distributions of £0.36407104 per CCDS accepted for purchase from such Eligible Holder.

Nationwide intends to hold all CCDS purchased by it pursuant to the OMR Exercise 2023-2 in treasury, and future re-sales of any purchased 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.

Summary

Description of the CCDS	ISIN	OMR Acceptance Amount	Scaling Factor	Aggregate number of CCDS outstanding following the OMR Exercise 2023-2
Nationwide's Core Capital Deferred Shares of £1 nominal amount each	GB00BBQ33664	657,547 CCDS	55.34 per cent.	9,122,345*

*    This figure excludes the CCDS purchased by Nationwide pursuant to the OMR Exercise 2023-2 or previously purchased by Nationwide and held in treasury, which (for so long as they are held by Nationwide in treasury) will be deemed not to be outstanding for certain purposes under the Conditions of the CCDS.

UBS AG London Branch (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) is acting as Dealer Manager in connection with the OMR Exercise 2023-2.

LEI of Nationwide Building Society: 549300XFX12G42QIKN82

DISCLAIMER

This announcement must be read together with the Launch Announcement. No offer or invitation to acquire any securities is being made pursuant to this announcement.

The distribution of this announcement and the Launch Announcement in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Launch Announcement come(s) are required by Nationwide and the Dealer Manager to inform themselves about, and to observe, any such restrictions.

The OMR Exercise 2023-2 has now expired and no additional CCDS will be accepted for purchase 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.

 

END