Nationwide Building Society Tender Offer (5182M)

TIDMNAWI TIDMCEBA TIDMPOB TIDMPOBA

RNS Number : 5182M

Nationwide Building Society

27 August 2013

Nationwide Building Society announces 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 (THE UNITED STATES), TO ANY U.S. PERSON (AS DEFINED BELOW) OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

27 August 2013. Nationwide Building Society (theSociety) announced today 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 are being 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 for the Offers, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Registrar and the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offers

The Society is inviting Holders to tender their Securities for purchase as part of its proactive approach to capital management. The Offers are expected to improve and strengthen the quality and efficiency of the Society's capital base and are designed to provide liquidity to investors. In common with all European banks, the Society is constantly reviewing the appropriateness of its capital structure. Future decisions with respect to capital calls will be made in light of the then prevailing market, economic and regulatory conditions.

Details of the Offers

The Society will pay, on the applicable Settlement Date, for the Securities of each Series accepted by it for purchase pursuant to the relevant Offer, a cash purchase price equal to the relevant percentage of the principal amount of the relevant Securities as specified in the table below (in respect of each Series, a Purchase Price and together the Purchase Prices).

 
  Description of the Securities       ISIN        Outstanding       First       Purchase Price 
                                                   principal         call 
                                                     amount          date 
--------------------------------  ------------  ---------------  -----------  ------------------ 
  GBP30,000,000 6.875 per cent.   GB0033882084   GBP30,000,000    10 January     100 per cent. 
    Permanent Interest Bearing                                       2019       of the principal 
      Shares of the Society                                                        amount of 
                                                                                 the Securities 
  GBP60,000,000 7.25 per cent.    GB0031049215   GBP60,000,000    5 December     100 per cent. 
    Permanent Interest Bearing                                       2021       of the principal 
      Shares of the Society                                                        amount of 
                                                                                 the Securities 
  GBP125,000,000 6.25 per cent.   GB0033627968   GBP125,000,000   22 October     91 per cent. 
    Permanent Interest Bearing                                       2024       of the principal 
      Shares of the Society                                                        amount of 
                                                                                 the Securities 
    GBP400,000,000 5.769 per      XS0184519139   GBP400,000,000   6 February     95 per cent. 
     cent. Permanent Interest                                        2026       of the principal 
   Bearing Share Receipts (the                                                     amount of 
    2026 PIBS Receipts) of The                                                   the Securities 
    Law Debenture Intermediary 
  Corporation p.l.c. evidencing 
   entitlements to all payments 
    and certain other benefits 
     under the GBP400,000,000 
    5.769 per cent. Permanent 
    Interest Bearing Shares of 
           the Society 
    GBP100,000,000 7.859 per      GB0001777886   GBP100,000,000    13 March       106.50 per 
     cent. Permanent Interest                                        2030         cent. of the 
    Bearing Share Receipts of                                                      principal 
  The Law Debenture Intermediary                                                   amount of 
  Corporation p.l.c. evidencing                                                  the Securities 
   entitlements to all payments 
    and certain other benefits 
     under the GBP100,000,000 
    7.859 per cent. Permanent 
    Interest Bearing Shares of 
           the Society 
 

The Society will also pay an Accrued Interest Payment in respect of the Securities accepted for purchase pursuant to the Offers.

If the Society decides to accept valid tenders of Securities for purchase pursuant to any Offer, it will accept for purchase all of the Securities that are validly tendered, and there will be no scaling of any tenders of Securities of any Series for purchase.

The Offers begin on 27 August 2013. In order to participate in, and be eligible to receive the relevant Purchase Price pursuant to, the Offers:

(a) each Holder who is an Institutional Investor (as defined below) must validly tender its Securities by delivering, or arranging to have delivered on its behalf, a valid Tender Instruction that is received by the Registrar or, in the case of 2026 PIBS Receipts, by the Tender Agent by 4.00 p.m. (London time) on 9 September 2013 (the General Expiration Deadline); and

(b) each Holder who (i) is a Non-Institutional Investor (as defined below) and (ii) confirms in the relevant Tender Instruction (in the manner described in the Tender Offer Memorandum) that it is a Non-Institutional Investor must validly tender its Securities by delivering, or arranging to have delivered on its behalf, a valid Tender Instruction that is received by the Registrar or, in the case of 2026 PIBS Receipts, by the Tender Agent by 4.00 p.m. (London time) on 24 September 2013 (the Non-Institutional-only Expiration Deadline).

A Non-Institutional Investor is a Holder who holds (or owns on a beneficial basis) no more than GBP100,000 in aggregate principal amount outstanding of the Securities of each relevant Series.

An Institutional Investor is a Holder (a) who holds (or owns on a beneficial basis) more than GBP100,000 in aggregate principal amount outstanding of the Securities of each relevant Series, (b) whose ordinary activities involve that person buying, selling, subscribing for or underwriting instruments such as the Securities for the purposes of a business carried on by that person or (c) who it is reasonable to expect will carry on the activities described in (b) above for the purposes of a business carried on by that person.

Non-Institutional Investors may submit valid tenders at any time before the Non-Institutional-only Expiration Deadline, including before the General Expiration Deadline. A Tender Instruction that is received by the Non-Institutional-only Expiration Deadline but after the General Expiration Deadline will be invalid and will not be accepted, unless the relevant Holder (i) is a Non-Institutional Investor and (ii) confirms in the relevant Tender Instruction (in the manner described in the Tender Offer Memorandum) that it is a Non-Institutional Investor.

Tender Instructions

Tender Instruction Forms, for Securities held in certificated form

In order to participate in, and be eligible to receive the relevant Purchase Price pursuant to, the relevant Offer, Holders of Securities held in certificated form must validly tender their Securities by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction Form (as more fully described in the Tender Offer Memorandum and the Tender Instruction Form), together with the certificate or certificates for the Securities which are the subject of such Tender Instruction Form, that are received by the Registrar by the relevant Expiration Deadline. Holders of Securities held in certificated form who have lost their certificate(s) should contact the Registrar by telephone.

Transfer to Escrow Instructions (TTE Instructions), for Securities held in CREST

In order to participate in, and be eligible to receive the relevant Purchase Price pursuant to, the relevant Offer, Holders of Securities held in CREST must validly tender their Securities by submitting, or arranging to have submitted on their behalf, a valid TTE Instruction (as more fully described in the Tender Offer Memorandum) specifying the Registrar as the escrow agent to whom such Securities should be transferred so that the transfer to escrow settles by not later than the relevant Expiration Deadline.

Clearing System Tender Instructions, for the 2026 PIBS Receipts

In order to participate in, and be eligible to receive the relevant Purchase Price pursuant to, the relevant Offer, Holders of 2026 PIBS Receipts must validly tender their 2026 PIBS Receipts by submitting, or arranging to have submitted on their behalf, a valid Clearing System Tender Instruction (as more fully described in the Tender Offer Memorandum) that is received by the Tender Agent by the relevant Expiration Deadline.

General

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Before making a decision whether to tender Securities pursuant to the Offers, Holders should carefully consider all of the information in the Tender Offer Memorandum and, in particular, the factors set out under the heading "Risk Factors and Other Considerations".

Tender Instructions must be submitted in respect of a minimum principal amount outstanding of Securities of the relevant Series of no less than the minimum denomination for such Securities, and may be submitted in integral multiples of the relevant amount thereafter, as set out in the Tender Offer Memorandum.

A separate Tender Instruction must be completed on behalf of each beneficial owner and in respect of each Series.

Announcements and Settlement Dates

If the Offers are not extended, re-opened or terminated by the Society, the Society will:

-- in respect of valid tenders of Securities received by the General Expiration Deadline, announce as soon as reasonably practicable on 10 September 2013 its decision of whether to accept valid tenders of Securities pursuant to the Offers and, if so accepted, the aggregate principal amount of each Series of Securities accepted for purchase and the amount of the Accrued Interest in respect of each Series of Securities accepted for purchase; and

-- in respect of valid tenders of Securities received from Holders who are Non-Institutional Investors by the Non-Institutional-only Expiration Deadline but after the General Expiration Deadline, announce as soon as reasonably practicable on 25 September 2013 the aggregate principal amount of each Series of Securities accepted for purchase and the amount of the Accrued Interest in respect of each Series of Securities accepted for purchase.

If the Society decides to accept valid tenders of Securities received by the General Expiration Deadline, the Society will also accept all valid tenders of Securities received by the Non-Institutional-only Expiration Deadline but after the General Expiration Deadline.

The expected settlement date for valid tenders of Securities received by the General Expiration Deadline and accepted for purchase by the Society is 19 September 2013 (the General Settlement Date).

The expected settlement date for valid tenders of Securities received from Non-Institutional Investors by the Non-Institutional-only Expiration Deadline but after the General Expiration Deadline and accepted for purchase by the Society is 4 October 2013 (the Non-Institutional-only Settlement Date).

The General Settlement Date will be the applicable Settlement Date in respect of all valid Tender Instructions that are received by the General Expiration Deadline and accepted by the Society for purchase pursuant to the Offers, even if the Holder to which such Tender Instruction relates (a) is a Non-Institutional Investor and (b) has confirmed in the relevant Tender Instruction that it is a Non-Institutional Investor.

Subject to applicable law and as provided in the Tender Offer Memorandum, the Society may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offers at any time.

Indicative Timetable for the Offers

The times and dates below are indicative only.

 
 Events                                      Times and Dates       Applicability of event to Non-Institutional Investors and/or Institutional 
                                             (All times are        Investors 
                                             London time) 
 Commencement of the Offers                  Tuesday, 27 August    Applicable to both Non-Institutional Investors and Institutional Investors 
                                             2013 
 General Expiration Deadline                 4.00 p.m. on Monday   Applicable to both Non-Institutional Investors and Institutional Investors 
                                             , 
                                               9 September 2013 
 Announcement of Results following the       As soon as            Applicable to both Non-Institutional Investors and Institutional Investors 
 General Expiration Deadline                 reasonably 
                                             practicable on 
                                             Tuesday, 10 
                                             September 2013 
 General Settlement Date                     Thursday, 19          Applicable to both Non-Institutional Investors and Institutional Investors 
                                             September 2013 
 Non-Institutional-only Expiration Deadline  4.00 p.m. on Tuesda   Applicable only to Non-Institutional Investors 
                                             y, 
                                               24 September 2013 
 Announcement of Results following the       As soon as            Applicable only to Non-Institutional Investors 
 Non-Institutional-only Expiration Deadline  reasonably 
                                             practicable on 
                                             Wednesday, 
                                             25 September 2013 
 Non-Institutional-only Settlement Date      Friday, 4 October     Applicable only to Non-Institutional Investors 
                                             2013 
 

The above times and dates are subject to the right of the Society to extend, re-open, amend, and/or terminate the Offers (subject to applicable law and as provided in the Tender Offer Memorandum). Holders (including any beneficial owner holding Securities through another Registered Holder) are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the relevant deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. See "Procedures for Participating in the Offers" in the Tender Offer Memorandum.

Further Information

The Offers are described in full in the Tender Offer Memorandum, which is (subject to distribution restrictions) available from the Registrar and the Tender Agent.

Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on, the procedures for participating in the Offers.

Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc are acting as Dealer Managers for the Offers, Equiniti Limited is acting as Registrar and Lucid Issuer Services Limited is acting as Tender Agent.

Requests for information in relation to the Offers may be directed to the Dealer Managers:

 
                        Structuring Adviser and Dealer Manager 
                            The Royal Bank of Scotland plc 
                                    135 Bishopsgate 
                                    London EC2M 3UR 
                                    United Kingdom 
                              Telephone: [phone] 
                         Attention: Liability Management Group 
                          Email: [e-mail] 
                                   Dealer Managers 
      Citigroup Global Markets Limited            Deutsche Bank AG, London Branch 
               Citigroup Centre                           Winchester House 
                Canada Square                         1 Great Winchester Street 
                 Canary Wharf                              London EC2N 2DB 
                London E14 5LB                             United Kingdom 
                United Kingdom 
         Telephone: [phone]                Telephone: [phone] 
    Attention: Liability Management Group       Attention: Liability Management Group 
  Email: [e-mail]     Email: [e-mail] 
 

Questions and requests for assistance in connection with the delivery of Tender Instructions in respect of the Securities (other than the 2026 PIBS Receipts), and for any documents or materials relating to, the Offers may be directed to the Registrar:

The Registrar

Equiniti Limited

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

United Kingdom

Telephone: [phone] (if calling from within the UK)*

Attention: Corporate Actions

*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.

Questions and requests for assistance in connection with the delivery of Tender Instructions in respect of the 2026 PIBS Receipts, and for any documents or materials relating to, the Offers may be directed to the Tender Agent:

The Tender Agent

Lucid Issuer Services Limited

Leroy House

436 Essex Road

London N1 3QP

United Kingdom

Telephone: [phone]

Attention: David Shilson / Sunjeeve Patel

Email: [e-mail]

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. Any Holder who is in any doubt as to the action it should take, is recommended to seek its own financial and/or legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Securities in the Offers. None of the Society, the Dealer Managers, the Registrar or the Tender Agent makes any recommendation whether Holders should tender Securities in the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

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. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities in the Offers will not be accepted from 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 Offers to be made by a licensed broker or dealer and any of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in such jurisdiction, such Offer shall be deemed to be made on behalf of the Society by such Dealer Manager or such affiliate (as the case may be) in such jurisdiction and such Offer is not made in any such jurisdiction where any Dealer Manager or any of its affiliates is not licensed.

United States. The Offers are 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, or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Securities may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 or to any U.S. Person. Any purported tender of Securities in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities made by, or by any person acting for the account or benefit of, a U.S. Person or 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 participating in the Offers will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Offers 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 Offers from the United States and is not a U.S. Person. 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. None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offers are not being made, directly or indirectly, in the Republic of Italy (Italy). Accordingly, Holders are notified that, to the extent that Holders are located or resident in Italy, the Offers (and the documents and materials relating to the Offers, including this announcement and the Tender Offer Memorandum) are not available to them and they may not tender their Securities in the Offers.

United Kingdom. This announcement and the Tender Offer Memorandum have been issued by the Society, which is a building society authorised by the Prudential Regulation Authority (the PRA) of 20 Moorgate, London, EC2R 6DA, United Kingdom and regulated by the Financial Conduct Authority (the FCA) of 25 The North Colonnade, Canary Wharf, London E14 5HS, United Kingdom and the PRA. This announcement and the Tender Offer Memorandum are being distributed only to existing Holders. Recipients of this announcement and the Tender Offer Memorandum should note that the Society is acting on its own account in relation to the Offers and will not be responsible to any other person for providing the protections which would be afforded to clients of the Society or for providing advice in relation to any Offer.

In addition, the communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials 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 (which includes an existing creditor of the Society and, therefore, includes the Holders) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France. The Offers are not being made, directly or indirectly, to the public in the Republic of France (France). Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offers. Neither this announcement nor the Tender Offer Memorandum has been nor will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium. None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers 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 / Financial Services and Markets Authority) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, each as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

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