Nationwide Building Society Result of Tender Offer (8980Q)

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RNS Number : 8980Q

Nationwide Building Society

23 February 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 final results of

its inaugural Open Market Repurchase Exercise

in respect of its Core Capital Deferred Shares

23 February 2023. On 20 February 2023, Nationwide Building Society (Nationwide) announced (i) 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 GBP1 nominal amount each (ISIN: GB00BBQ33664) (the CCDS) issued by Nationwide and (ii) the commencement of the inaugural open market repurchase exercise under the OMR Facility (the OMR Exercise 2023-1).

The OMR Exercise 2023-1 was made on the terms and subject to the conditions contained in the announcement made by Nationwide on 20 February 2023 (the Launch Announcement). Capitalised terms used, but not defined, in this announcement have the meanings given to them in the Launch Announcement.

The Second OMR Tender Period expired at 3.00 p.m. (London time) on 23 February 2023, and Nationwide announces today the final results of the OMR Exercise 2023-1.

Final Results of OMR Exercise 2023-1

Nationwide announces that it has decided to set the Second OMR Acceptance Amount at 387,804 CCDS, and that Nationwide will accordingly accept for purchase CCDS validly tendered during the Second OMR Tender Period subject to application of a Scaling Factor of 65.01 per cent., as described in the Launch Announcement.

The expected settlement date for CCDS validly tendered during, and accepted for purchase in connection with, the Second OMR Tender Period is 27 February 2023 (the Second OMR Settlement Date).

On the Second OMR Settlement Date, holders of CCDS validly tendered for purchase during the Second OMR Tender Period and accepted for purchase will receive, for each CCDS purchased, an amount equal to the aggregate of (i) the Purchase Price of GBP128.93 per CCDS and (ii) an Amount Attributable to Potential Future Distributions of GBP1.94 per CCDS.

Following settlement on the Second OMR Settlement Date, Nationwide will have purchased an aggregate of 775,608 CCDS pursuant to the OMR Exercise 2023-1. Nationwide intends to hold all such CCDS purchased by it pursuant to the OMR Exercise 2023-1 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

 
                                                                Aggregate number      Aggregate number 
                                                                of CCDS purchased    of CCDS outstanding 
                                                                  by Nationwide         following the 
                                    Second                         pursuant to          OMR Exercise 
  Description                    OMR Acceptance    Scaling      the OMR Exercise           2023-1 
  of the CCDS        ISIN            Amount         Factor           2023-1 
--------------  -------------  ----------------  -----------  -------------------  --------------------- 
 Nationwide's    GB00BBQ33664       387,804         65.01         775,608 CCDS        9,779,892 CCDS* 
  Core Capital                        CCDS         per cent. 
    Deferred 
   Shares of 
  GBP1 nominal 
  amount each 
 

* This figure excludes the CCDS purchased by Nationwide pursuant to the OMR Exercise 2023-1, 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 2023-1.

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 2023-1 has now expired and no additional CCDS will be accepted for purchase pursuant to the OMR Exercise 2023-1.

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

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February 23, 2023 10:43 ET (15:43 GMT)