TIDMNBS TIDMNAWI
RNS Number : 2468H
Nationwide Building Society
09 March 2018
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014.
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)
OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
Nationwide Building Society announces indicative results of its
Tender Offers in respect of
certain of its sterling and euro-denominated Notes
9 March 2018. On 28 February 2018, Nationwide Building Society
(the Offeror) announced separate invitations to holders of its
outstanding Notes (as defined below) to tender their Notes for
purchase by the Offeror for cash up to the Final Acceptance Amount
and subject to satisfaction of the New Financing Condition (each
such invitation an Offer and, together, the Offers). The Offers
were made in respect of the Offeror's outstanding:
EUR750,000,000 1.625 per cent. Notes due April 2019 (ISIN:
XS1052676142) (the 2019 April Notes);
EUR1,250,000,000 0.500 per cent. Notes due October 2019 (ISIN:
XS1402175811) (the 2019 October Notes);
EUR1,000,000,000 1.125 per cent. Notes due June 2022 (ISIN:
XS1241546420) (the 2022 June Notes);
EUR1,250,000,000 1.250 per cent. Notes due March 2025 (ISIN:
XS1196797614) (the 2025 Notes);
GBP700,000,000 5.625 per cent. Notes due September 2019 (ISIN:
XS0450786800) (the 2019 September Notes);
GBP500,000,000 2.25 per cent. Notes due April 2022 (ISIN:
XS1225626974) (the 2022 April Notes);
GBP500,000,000 3.000 per cent. Notes due May 2026 (ISIN:
XS1405807592) (the 2026 Notes); and
GBP500,000,000 3.25 per cent. Notes due January 2028 (ISIN:
XS1347435577) (the 2028 Notes),
(together, the Notes, and each a Series).
The Offers were made on the terms and subject to the conditions
contained in the tender offer memorandum dated 28 February 2018
(the Tender Offer Memorandum) prepared by the Offeror. Capitalised
terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offers was 4.00 p.m. (London
time) on 8 March 2018.
Indicative Results
The New Financing Condition has been satisfied. On an indicative
basis only, the Offeror currently expects that, if it accepts valid
tenders of Notes in the Offers, it will set the Final Acceptance
Amount, each Series Acceptance Amount and each Scaling Factor as
follows:
Indicative Indicative
ISIN / Indicative Series Acceptance Final Acceptance
Notes Common Code Scaling Factor Amount Amount*
Euro Notes: GBP2,495,676,578
2019 April Notes XS1052676142 / 105267614 N/A EUR300,365,000
------------------------- ----------------- -----------------------
2019 October Notes XS1402175811 / 140217581 N/A EUR800,552,000
------------------------- ----------------- -----------------------
2022 June Notes XS1241546420 / 124154642 N/A EUR360,651,000
------------------------- ----------------- -----------------------
2025 Notes XS1196797614 / 119679761 N/A EUR354,272,000
------------------------- ----------------- -----------------------
Sterling Notes:
2019 September Notes XS0450786800 / 045078680 N/A GBP347,909,000
------------------------- ----------------- -----------------------
2022 April Notes XS1225626974 / 122562697 N/A GBP278,692,000
---------------------- ------------------------- ----------------- -----------------------
2026 Notes XS1405807592 / 140580759 87.8508% GBP250,000,000
---------------------- ------------------------- ----------------- -----------------------
2028 Notes XS1347435577 / 134743557 0.00% Nil
* The indicative Final Acceptance Amount represents an increase
over the originally targeted Final Acceptance Amount.
Pricing and Settlement
Pricing for the Offers will take place at or around 11.00 a.m.
(London time) today (the Pricing Time). As soon as reasonably
practicable after the Pricing Time, the Offeror will announce
whether it will accept valid tenders of Notes pursuant to all or
any of the Offers and, if so accepted, the final results of the
Offers.
For the purposes of calculating the Final Acceptance Amount, the
GBP/EUR Exchange Rate will be GBP0.89164 = EUR1.00 and the GBP/USD
Exchange Rate will be GBP0.7231 = U.S.$1.00.
Further information:
BNP Paribas (Telephone: +44 20 7595 8668; Attention: Liability
Management Group; Email: liability.management@bnpparibas.com),
Citigroup Global Markets Limited (Telephone: +44 20 7986 8969;
Attention: Liability Management; Email:
liabilitymanagement.europe@citi.com), J.P. Morgan Securities plc
(Telephone: +44 20 7134 2468; Attention: Liability Management;
Email: emea_LM@jpmorgan.com) and UBS Limited (Telephone: +44 20
7568 2133; Attention: Liability Management Group; Email:
ol-liabilitymanagement-eu@ubs.com) are acting as Dealer Managers
for the Offers.
Lucid Issuer Services Limited (Telephone: + 44 20 7704 0880;
Attention: David Shilson / Arlind Bytyqi; Email:
nationwide@lucid-is.com) is acting as Information and Tender Agent
for the Offers.
MARKET ABUSE REGULATION
This announcement is released by Nationwide Building Society and
contains information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 (MAR), encompassing information relating
to the Offers described above. For the purposes of MAR and Article
2 of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Alex Wall, Head of Capital, Ratings &
Investor Relations of Nationwide Building Society.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. The Offers have now expired.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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