Nationwide Building Society Tender Offer Results (8684O)

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RNS Number : 8684O

Nationwide Building Society

25 September 2013

Nationwide Building Society announces final results of Tender Offers

for certain subordinated securities

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN 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, TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

25 September 2013. Nationwide Building Society (the Society) announces today the final results of its invitations to holders (the Holders) of the outstanding subordinated securities described in the table below (the Securities) to tender any and all of their Securities for purchase by the Society for cash (the Offers).

The Offers were announced on 27 August 2013 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 27 August 2013 (the Tender Offer Memorandum) prepared by the Society. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Non-Institutional-only Expiration Deadline for the Offers was 4.00 p.m. (London time) on 24 September 2013. As stated in its announcement dated 10 September 2013, the Society has decided to accept in full all Securities validly tendered under the Offers by the Non-Institutional-only Expiration Deadline. The table below sets out, in respect of each Series of Securities: (a) the aggregate principal amount of Securities of such Series validly tendered by the Non-Institutional-only Expiration Deadline but after the General Expiration Deadline and accepted for purchase pursuant to the Offers; (b) the total aggregate principal amount of Securities of such Series accepted for purchase pursuant to the Offers; and (c) the aggregate principal amount of Securities of such Series which will remain outstanding following settlement of the Offers on the Non-Institutional-only Settlement Date.

The Non-Institutional-only Settlement Date is expected to be 4 October 2013. On the Non-Institutional-only Settlement Date, the Society will pay, in respect of Securities validly tendered by the Non-Institutional-only Expiration Deadline but after the General Expiration Deadline: (a) a cash purchase price (in respect of each Series, a Purchase Price) equal to the relevant percentage of the principal amount of the relevant Securities, as set out in the table below; and (b) an amount in cash in respect of Accrued Interest equal to the relevant percentage of the principal amount of the relevant Securities, as set out in the table below.

 
  Description and      Aggregate principal    Total aggregate       Outstanding            Accrued         Purchase 
        ISIN              amount validly         principal           aggregate            Interest*          Price 
  of the Securities      tendered by the      amount accepted        principal 
                      Non-Institutional-only   for purchase       amount following 
                       Expiration Deadline       pursuant            settlement 
                          but after the        to the Offers           on the 
                        General Expiration                     Non-Institutional-only 
                      Deadline and accepted                          Settlement 
                      for purchase pursuant                             Date 
                          to the Offers 
--------------------  ----------------------  ---------------  ----------------------  ---------------  -------------- 
   GBP30,000,000            GBP314,000         GBP20,361,000        GBP9,639,000           1.60666         100 per 
  6.875 per cent.                                                                         per cent.        cent. of 
 Permanent Interest                                                                        of the        the principal 
   Bearing Shares                                                                         principal         amount 
(ISIN: GB0033882084)                                                                      amount of         of the 
 (first call date:                                                                     the Securities     Securities 
  10 January 2019) 
   GBP60,000,000           GBP4,320,000        GBP26,735,000       GBP33,265,000           2.39686         100 per 
   7.25 per cent.                                                                         per cent.        cent. of 
 Permanent Interest                                                                        of the        the principal 
   Bearing Shares                                                                         principal         amount 
(ISIN: GB0031049215)                                                                      amount of         of the 
 (first call date:                                                                     the Securities     Securities 
  5 December 2021) 
   GBP125,000,000          GBP3,602,000        GBP81,229,000       GBP43,771,000           2.81762          91 per 
   6.25 per cent.                                                                         per cent.        cent. of 
 Permanent Interest                                                                        of the        the principal 
   Bearing Shares                                                                         principal         amount 
(ISIN: GB0033627968)                                                                      amount of         of the 
 (first call date:                                                                     the Securities     Securities 
  22 October 2024) 
   GBP400,000,000         GBP12,190,000       GBP316,260,000       GBP83,740,000           0.92492          95 per 
   5.769 per cent.                                                                        per cent.        cent. of 
 Permanent Interest                                                                        of the        the principal 
    Bearing Share                                                                         principal         amount 
   Receipts (ISIN:                                                                        amount of         of the 
    XS0184519139)                                                                      the Securities     Securities 
  (first call date: 
  6 February 2026) 
   GBP100,000,000           GBP500,000         GBP61,600,000       GBP38,400,000           0.45216          106.50 
   7.859 per cent.                                                                        per cent.        per cent. 
 Permanent Interest                                                                        of the           of the 
    Bearing Share                                                                         principal        principal 
   Receipts (ISIN:                                                                        amount of         amount 
    GB0001777886)                                                                      the Securities       of the 
  (first call date:                                                                                       Securities 
   13 March 2030) 
 

* Accrued Interest in respect of Securities validly tendered by the Non-Institutional-only Expiration Deadline but after the General Expiration Deadline and accepted for purchase pursuant to the Offers

The Royal Bank of Scotland plc (Telephone: [phone] / Attention: Liability Management Group / Email: [e-mail]) is acting as Structuring Adviser and Dealer Manager for the Offers.

Citigroup Global Markets Limited (Telephone: [phone] / Attention: Liability Management Group / Email: [e-mail]) and Deutsche Bank AG, London Branch (Telephone: [phone] / Attention: Liability Management Group / Email: [e-mail]) are acting as Dealer Managers for the Offers.

Equiniti Limited is acting as Registrar (Telephone: [phone] (if calling from within the UK)** / Attention: Corporate Actions).

Lucid Issuer Services Limited is acting as Tender Agent (Telephone: [phone] / Attention: David Shilson / Sunjeeve Patel / Email: [e-mail]).

** Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls from within the UK are charged at 8 pence per minute plus network extras. If calling from outside the UK, please call [phone]. Calls from outside the UK are charged at the applicable international rate. Different charges may apply to calls from mobile telephones.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by the Society, the Dealer Managers, the Registrar and the Tender Agent to inform themselves about and to observe any such restrictions.

This information is provided by RNS

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