TIDMNBS TIDMNAWI
RNS Number : 9012C
Nationwide Building Society
25 January 2018
Nationwide Building Society
(incorporated in England under the Building Societies Act 1986,
as amended)
announces a consent solicitation and proposal to all holders
(the Noteholders) of its outstanding
EUR750,000,000 6.75 per cent. Subordinated Notes due 22 July
2020 (the Notes)
25 January 2018. Nationwide Building Society (the Society)
announces an invitation (the Consent Solicitation) to holders of
the Notes to consent to the modification of the terms and
conditions of the Notes (the Conditions) and the Trust Deed
constituting the Notes, as proposed by the Society (the Proposal)
for approval by an extraordinary resolution (an Extraordinary
Resolution) at a meeting of the Noteholders (the Meeting), all as
further described in the Consent Solicitation Memorandum prepared
by the Society dated 25 January 2018 (the Consent Solicitation
Memorandum).
The Consent Solicitation and the Proposal are being made on the
terms and subject to the conditions contained in the Consent
Solicitation Memorandum. This announcement should be read in
conjunction with the Consent Solicitation Memorandum. Capitalised
terms used but not otherwise defined in this announcement have the
meanings given in the Consent Solicitation Memorandum.
ISIN /
Common Code Outstanding Nominal Amount Early Consent Fee Consent Fee
------------------------- --------------------------- ------------------------------ ------------------------------
XS0527239221 / 052723922 EUR750,000,000 0.20 per cent. of the nominal 0.10 per cent. of the nominal
amount of the Notes amount of the Notes
The Proposal
The Society is inviting Noteholders to approve, by an
Extraordinary Resolution pursuant to the Conditions and the Meeting
Provisions, certain amendments to the Conditions and the Trust
Deed, all as more fully described in the notice convening the
Meeting (the Notice) and the Supplemental Trust Deed.
Rationale for the Proposal
The purpose of the Proposal is to align the status provisions in
the Conditions and the Trust Deed relating to the Notes with those
contained in the terms and conditions of the Society's most
recently issued subordinated notes.
General
The information set out above is a summary only. The full
description of the amendments to be made to the Conditions and the
Trust Deed are set out in full in the Notice and the Supplemental
Trust Deed. Noteholders are advised to review carefully the Notice
and the Supplemental Trust Deed, the form of which are available to
Noteholders from the date of this announcement to the conclusion of
the Meeting (including any adjourned Meeting) (i) in electronic and
hard copy formats on request from the Tabulation Agent, the details
for which are set out below and (ii) for collection or inspection
during normal business hours at the specified office of the
Principal Paying Agent, as described in the Notice. A copy of the
Notice has also been submitted to the National Storage Mechanism
and will shortly be available for inspection at:
www.Hemscott.com/nsm.do.
The quorum required for the Meeting is one or more persons
present holding definitive notes or voting certificates or being
proxies and holding or representing in the aggregate a clear
majority in the nominal amount of the Notes for the time being
outstanding (or at an adjourned meeting, whatever the nominal
amount of the Notes for the time being outstanding so held or
represented by such persons). To be passed, the Extraordinary
Resolution requires a majority in favour consisting of not less
than three-fourths of the votes cast. If the Extraordinary
Resolution is passed, the proposed amendments will be binding on
all Noteholders, including those Noteholders who do not vote in
respect of, or who vote against, the Proposal.
Early Consent Fee and Consent Fee
The Society will pay to each Noteholder from whom a valid
Solicitation Instruction in favour of the Extraordinary Resolution
is received by the Tabulation Agent:
(A) by 4.00 p.m. (London time) on 5 February 2018 (the Early
Consent Deadline), an amount equal to 0.20 per cent. of the nominal
amount of the Notes that are the subject of the Solicitation
Instruction (the Early Consent Fee); or
(B) after the Early Consent Deadline but by 4.00 p.m. (London
time) on 15 February 2018 (the Consent Deadline), an amount equal
to 0.10 per cent. of the nominal amount of the Notes that are the
subject of the Solicitation Instruction (the Consent Fee),
in each case subject to the Extraordinary Resolution being duly
passed and implemented and satisfaction of the other conditions set
out in the Consent Solicitation Memorandum.
Where payable, the Society will pay the Early Consent Fee or the
Consent Fee, as applicable, in respect of the Notes that are the
subject of such Solicitation Instructions no later than the fifth
Business Day following the date on which the Supplemental Trust
Deed is executed and delivered by the Society and the Trustee (the
Payment Date). For the avoidance of doubt, the Early Consent Fee
and the Consent Fee are separate and not cumulative.
Only Noteholders who deliver, or arrange to have delivered on
their behalf, valid Solicitation Instructions in favour of the
Extraordinary Resolution received by the Tabulation Agent by the
Early Consent Deadline or Consent Deadline, as applicable, (which
Solicitation Instructions are not subsequently validly revoked, in
the limited circumstances in which such revocation is permitted)
will be eligible to receive the Early Consent Fee or the Consent
Fee, respectively.
Timetable
The indicative timetable is summarised below:
Event Indicative Timetable
Launch Date 25 January 2018.
Early Consent Deadline 4.00 p.m. (London time) on 5
February 2018.
Consent Deadline 4.00 p.m. (London time) on 15
February 2018.
Final Voting Deadline 5.00 p.m. (London time) on 15
February 2018.
Meeting of Noteholders From 10.00 a.m. (London time)
to be held at the on 20 February 2018.
offices of Allen
& Overy LLP, One
Bishops Square, London
E1 6AD, United Kingdom
Announcement of the As soon as reasonably practicable
results of the Meeting after the Meeting.
Execution and delivery As soon as reasonably practicable
of Supplemental Trust after the Meeting or the adjourned
Deed Meeting, as the case may be.
Payment Date No later than the fifth Business
Day following the date on which
the Supplemental Trust Deed
is executed and delivered by
the Society and the Trustee.
The above dates and times are subject to the right of the
Society to extend, re-open, amend and/or terminate the Consent
Solicitation or the Proposal (other than the terms of the
Extraordinary Resolution) as described in the Consent Solicitation
Memorandum and the passing of the Extraordinary Resolution.
Accordingly, the actual timetable may differ significantly from the
timetable above.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold their Notes
when such intermediary would need to receive instructions from a
Noteholder in order for such Noteholder to participate in, or (in
the limited circumstances in which revocation is permitted) to
validly revoke their instruction to participate in, the Consent
Solicitation and/or the Proposal before the deadlines specified
above. The deadlines set by any such intermediary and each Clearing
System for the submission and (where permitted) revocation of
Solicitation Instructions will be earlier than the relevant
deadlines above.
Further details on the transaction can be obtained from:
THE SOLICITATION AGENTS
BNP Paribas UBS Limited
10 Harewood Avenue 5 Broadgate
London NW1 6AA London EC2M 2QS
United Kingdom United Kingdom
Telephone: +44 20 7595 Telephone: +44 20 7568
8668 2133
Attention: Liability Management Attention: Liability Management
Group Group
Email: liability.management@bnpparibas.com Email: ol-liabilitymanagement-eu@ubs.com
Requests for documentation and information in relation to the
procedures for delivering Solicitation Instructions should be
directed to:
TABULATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson / Arlind Bytyqi
Email: nationwide@lucid-is.com
DISCLAIMER: This announcement must be read in conjunction with
the Consent Solicitation Memorandum. The Consent Solicitation
Memorandum contains important information which should be read
carefully before any decision is made with respect to the Consent
Solicitation. If any Noteholder is in any doubt as to the action it
should take or is unsure of the impact of the implementation of the
Consent Solicitation or the Proposal, it is recommended to seek its
own financial and legal advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate
in the Consent Solicitation or otherwise participate in the
Proposal. None of the Society, the Solicitation Agents, the
Tabulation Agent, the Trustee or the Principal Paying Agent makes
any recommendation whether Noteholders should participate in the
Consent Solicitation or otherwise participate in the Proposal.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to purchase or sell any
security in any jurisdiction. The distribution of this announcement
and the Consent Solicitation Memorandum in certain jurisdictions
may be restricted by law, and persons into whose possession this
announcement or the Consent Solicitation Memorandum comes are
requested to inform themselves about, and to observe, any such
restrictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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