TIDMNBS TIDM34VG
RNS Number : 7423A
Nationwide Building Society
03 June 2021
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED) AND OUTSIDE THE REPUBLIC OF
ITALY. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR
TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE
IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
Nationwide Building Society
(incorporated in England and Wales under the UK Building
Societies Act 1986, as amended)
(LEI: 549300XFX12G42QIKN82)
announces tender offer and consent solicitation in respect of
its
GBP10,000,000 Floating Rate Permanent Interest Bearing
Shares
(originally issued by Cheshire Building Society)
(ISIN: GB0001918076)
3 June 2021 . Nationwide Building Society ("Nationwide") today
announces an invitation to eligible holders ("PIBS Holders") of its
GBP10,000,000 Floating Rate Permanent Interest Bearing Shares
(originally issued by Cheshire Building Society) (the "PIBS") to
tender any or all of their PIBS for purchase by Nationwide for cash
(the "Tender Offer") and a related consent solicitation with
respect to proposed variations to the terms of the PIBS (the
"Consent Solicitation"), all on the terms set out in an Offer
Memorandum dated 3 June 2021 (the "Offer Memorandum") and as
summarised below (the "Offers").
Defined terms used in this announcement and not otherwise
defined herein have the same meaning given to them in the Offer
Memorandum.
Tender Offer
Overview of the Tender Offer
Offer Price
Outstanding (expressed as (expressed as an Amount subject to the
Securities ISIN nominal amount a percentage) amount) Tender Offer
----------------------- ----------------------
PIBS GB0001918076 GBP10,000,000 104.00% GBP1,040 for each Any and all
GBP1,000 in nominal
amount of PIBS
------------- ---------------- ----------------------- ---------------------- -----------------------
The Tender Offer is an invitation by Nationwide to PIBS Holders,
subject to applicable offer restrictions, to offer to sell any or
all of their PIBS to Nationwide at the Offer Price. Nationwide
expects to cancel all PIBS purchased by it pursuant to the Tender
Offer on or around the Settlement Date. The expected timetable for
the Tender Offer, including the Participation Deadline and the
Settlement Date, is set out below under 'Expected Timetable'.
Offer Price and Accrued Interest Payment
If a PIBS Holder validly tenders its PIBS by the Participation
Deadline and Nationwide elects to purchase those PIBS pursuant to
the Tender Offer, Nationwide will pay to such PIBS Holder a cash
amount, in pounds Sterling, equal to 104.00 per cent., or GBP1,040
for each GBP1,000, of the nominal amount of such Holder's PIBS so
purchased (the "Offer Price").
In addition, Nationwide will separately pay to the PIBS Holder
an amount equal to the accrued and unpaid interest on the PIBS so
purchased for the period from (and including) the Interest Payment
Date on the PIBS immediately preceding the Settlement Date up to
(but excluding) the Settlement Date (the "Accrued Interest
Payment").
Tender Instructions
In order to participate in the Tender Offer, and be eligible to
receive the Offer Price and Accrued Interest Payment, PIBS Holders
must validly tender their PIBS by delivering, or arranging to have
delivered on their behalf, a valid Tender Instruction that is
received by Equiniti Limited ("Equiniti") by the Participation
Deadline.
Only CREST Participants or Registered Holders of PIBS may submit
Tender Instructions. Each PIBS Holder that is not itself a CREST
Participant or a Registered Holder must arrange for the CREST
Participant or Registered Holder through which it holds its PIBS to
submit a valid Tender Instruction on its behalf.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Offer Memorandum (in the section
"Amendment and Termination - Revocation Rights").
PIBS Holders should refer to the Offer Memorandum (in the
section "Procedures for Participating in the Offers") for full
details on how to participate in the Tender Offer.
The Consent Solicitation
Overview of the Consent Solicitation and Resolutions
In conjunction with the Tender Offer, PIBS Holders are being
invited to consent to the making of certain variations to the
Special Conditions of Issue of the PIBS (the "Conditions") by
voting on two separate resolutions (the "Resolutions"):
(i) Resolution 1 relates to the manner in which interest will be
calculated on the PIBS from 30 September 2021, such that interest
would be calculated by reference to a SONIA (Sterling Overnight
Index Average) reference rate rather than the 6-month Sterling
LIBOR (London inter-bank offered rate) reference rate. There would
also be an additional adjustment margin of 0.2766 per cent. per
annum (the "SONIA Adjustment Margin") to reflect the differences
between 6-month Sterling LIBOR and SONIA. In addition, it is
proposed to include 'fallback' language that would take effect if
SONIA were to be discontinued in the future; and
(ii) Resolution 2 relates to (1) the proposed inclusion in the
Conditions of an option for Nationwide to elect, in its discretion,
to redeem and repay the PIBS on the Interest Payment Date falling
in September 2030 or any Interest Payment Date thereafter; and (2)
the proposed increase in each Rate of Interest on the PIBS for each
Interest Period commencing on or after 30 September 2021 by an
additional margin of 1.50 per cent. per annum (the "Additional
Margin").
The SONIA Adjustment Margin has been determined in accordance
with a market-based pricing methodology which calculates the median
difference between LIBOR and SONIA rates over a 5-year historical
period, as published by Bloomberg Index Services Limited
("Bloomberg"). On 5 March 2021, the FCA announced the future
cessation and loss of representativeness of the LIBOR rates across
a range of currencies and tenors. As a result, Bloomberg announced
that 5 March 2021 was the "Spread Adjustment Fixing Date" (as
defined in Bloomberg's IBOR Fallback Rate Adjustments Rule Book).
Accordingly, the relevant adjustment spreads were fixed as at 5
March 2021. The SONIA Adjustment Margin is equal to the rate fixed
for the 6-month tenor in respect of the spread between Sterling
LIBOR and SONIA, as announced in Bloomberg's announcement of 5
March 2021 and as set out on Bloomberg page "SBP0006M Index".
Meeting
The Resolutions will be voted upon by PIBS Holders or their
proxies at a meeting of PIBS Holders (the "Meeting") which is being
convened for 1.00 p.m. (UK time) on 7 July 2021. Nationwide is
today giving PIBS Holders notice of the Meeting (the "Notice of
Meeting"), which contains the full forms of the Resolutions.
In light of the ongoing developments in relation to Covid-19,
and current guidance issued by the UK government, it may be
impossible or inadvisable for PIBS Holders to attend the Meeting at
the physical location, including if the Meeting venue is unable to
admit entry to all PIBS Holders who wish to participate at the
physical location due to ongoing Covid-19 restrictions. Nationwide
is therefore also arranging for PIBS Holders to be able to attend
the Meeting by way of a video conference. PIBS Holders who wish to
vote on the Resolutions without tendering their PIBS are being
urged to appoint the Chairperson of the Meeting (or their nominee)
as proxy to cast their votes or, if they wish to attend the
Meeting, to do so via the video conference facility.
Voting
A PIBS Holder who submits (or arranges the submission on its
behalf of) a valid Tender Instruction pursuant to the Tender Offer
will also, as part of that Tender Instruction, appoint the
Chairperson of the Meeting (or their nominee) as proxy to cast the
votes attaching to the tendered PIBS in favour of both Resolutions.
PIBS Holders wishing to vote on the Resolutions without tendering
their PIBS may submit Voting Only Instructions.
In order to vote on the Resolutions, PIBS Holders must ensure
that their Tender Instructions or Voting Only Instructions are
received by Equiniti by the Participation Deadline, which is also
the Voting Deadline.
Only CREST Participants or Registered Holders of PIBS may submit
Tender Instructions and Voting Only Instructions. Each PIBS Holder
that is not itself a CREST Participant or a Registered Holder must
arrange for the CREST Participant or Registered Holder through
which it holds its PIBS to submit a valid Tender Instruction or
Voting Only Instruction on its behalf.
PIBS Holders should refer to the Notice of Meeting and the Offer
Memorandum (in the section "Procedures for Participating in the
Offers") for full details.
Eligibility Condition and other conditions to implementation
The implementation of each Resolution will be conditional upon
(i) the passing of the relevant Resolution, and (ii) the quorum
required for, and the requisite majority of votes cast in favour of
the relevant Resolution at, the Meeting (or the adjourned Meeting,
if applicable) being satisfied by Eligible Holders only,
irrespective of any participation at the Meeting by Ineligible
Holders (the "Eligibility Condition").
"Eligible Holders" means each PIBS Holder who is (a) located and
resident outside the United States, is not a U.S. person and is not
acting for the account or benefit of a U.S. person (in each case,
as defined in Regulation S under the United States Securities Act
of 1933, as amended), and (b) otherwise a person to whom the Offers
can be lawfully made and that may lawfully participate in the
Offers, including in accordance with the Offer and Distribution
Restrictions set out in the Offer Memorandum.
In addition, it is Nationwide's current expectation that:
(a) if Resolution 1 is passed at the Meeting (or the adjourned
Meeting, if applicable) and the Eligibility Condition is satisfied,
Nationwide will implement Resolution 1 and vary the Conditions to
reflect the proposed variations under Resolution 1 accordingly;
and
(b) if Resolution 2 is passed at the Meeting (or the adjourned
Meeting, if applicable) and the Eligibility Condition is satisfied,
Nationwide will implement Resolution 2 and vary the Conditions to
reflect the proposed variations under Resolution 2 only if
Resolution 1 is also passed and implemented.
Offer Memorandum
This announcement does not contain the full terms and conditions
of the Offers, which are contained in the Offer Memorandum prepared
by Nationwide. A copy of the Offer Memorandum is being mailed to
Eligible Holders appearing on the register of PIBS Holders at close
of business on 2 June 2021. Electronic copies of the Offer
Memorandum will be available to Eligible Holders from Bondinvest
Capital Limited ("BondCap") at the details set out below.
Expected Timetable
Nationwide currently expects the Tender Offer and the Consent
Solicitation to proceed on the timetable below. However, the times
and dates below are indicative only, and subject to change.
Nationwide will announce any changes to the timetable.
Events Times and Dates
(All times are UK time)
------------------------------------------------------------------------------------------- -------------------------
Commencement of the Tender Offer and the Consent Solicitation 3 June 2021
Announcement of the Tender Offer and the Consent Solicitation.
Offer Memorandum, Notice of Meeting and a Paper Instruction Form sent to PIBS Holders
(subject
to the offer and distribution restrictions).
Participation Deadline, Voting Deadline and PIBS Record Time 1.00 p.m. on 5 July 2021
Participation Deadline
Deadline for receipt by Equiniti of all Tender Instructions for a PIBS Holder to be
eligible
(if such PIBS are accepted for purchase by Nationwide) to receive the Offer Price and
Accrued
Interest Payment. Accordingly, this is the latest time and date for (i) receipt of Tender
Instruction Forms and the related PIBS certificates (or a Letter of Indemnity in lieu
thereof,
if applicable) for tendered PIBS in certificated form; and (ii) settlement of TTE
Instructions
for PIBS tendered in CREST.
Voting Deadline
Deadline for receipt by Equiniti of all Voting Only Instructions with respect to the
Resolutions.
PIBS Record Time
Only PIBS Holders who hold their PIBS as at the PIBS Record Time (and continue to hold
them
until conclusion of the Meeting) will be eligible to vote (or to appoint a proxy to vote)
at the Meeting (unless the Meeting is adjourned).
Meeting 1.00 p.m. on 7 July 2021
Meeting of PIBS Holders to consider the Resolutions approving the Proposed Variations.
Results Announcement 8 July 2021
If the Meeting will be adjourned, Nationwide expects to announce the adjournment of the
Meeting
and the Results Announcement will be delayed.
If the Meeting will not be adjourned, Nationwide expects to announce the results of the
Offers,
including announcement of (i) the aggregate nominal amount of PIBS validly tendered prior
to the Participation Deadline; (ii) whether Nationwide accepts for purchase any PIBS and,
if so, the aggregate nominal amount of PIBS so accepted for purchase pursuant to the
Tender
Offer; (iii) the total amount (being the Offer Price plus Accrued Interest Payment)
payable
in respect of each GBP1,000 nominal amount of PIBS purchased, to be paid to PIBS Holders
on
the Settlement Date pursuant to the Tender Offer; and (iv) whether each of the Resolutions
was passed at the Meeting, whether the Eligibility Condition for each Resolution was
satisfied,
and whether each Resolution will be implemented.
Settlement Date 14 July 2021
If the Meeting will be adjourned, Nationwide expects to delay the Settlement Date until
after
the adjourned Meeting.
If the Meeting will not be adjourned, this is the expected settlement date of the Tender
Offer,
including (i) repurchase and cancellation of PIBS purchased in the Tender Offer and (ii)
payment
of the Offer Price and Accrued Interest Payment in respect of such PIBS.
------------------------------------------------------------------------------------------- -------------------------
The above times and dates are indicative only, and subject to
the right of Nationwide to extend, re-open, amend and/or terminate
the Offers (subject to applicable law and as provided in the Offer
Memorandum).
PIBS Holders are advised to check with any bank, custodian,
securities broker or other Intermediary through which they hold
their PIBS when such Intermediary would need to receive
instructions from a PIBS Holder in order for that PIBS 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 in the Offer
Memorandum. The deadlines set by any such Intermediary will be
earlier than the relevant deadlines specified above.
PIBS Holders are also advised to ensure that, where any
documents are posted to Equiniti, they allow sufficient time to
ensure receipt of such documents by Equiniti by the relevant
deadline.
If a quorum is not achieved at the Meeting (or if the quorum is
achieved and either or both Resolutions are passed but the
Eligibility Condition is not satisfied), the Meeting shall be
adjourned until a date not less than 14 days nor more than 42 days
later. The date of the adjourned Meeting will be notified to the
PIBS Holders in the notice of the adjourned Meeting in accordance
with the Conditions, such notice to be given at least 10 days
(exclusive of the day on which the notice is given and of the day
on which the Meeting is to be resumed) prior to the proposed
adjourned Meeting.
Any such notice will also specify any amendments to the
timetable for the Offers, including any extension of the offer
period, the new Participation Deadline, Voting Deadline, PIBS
Record Time and Settlement Date and any other amendments.
Further information
Nationwide has appointed (i) Equiniti and BondCap to provide
further information to Retail Investors and (ii) Lloyds Bank
Corporate Markets plc and Nomura International plc as Dealer
Managers to provide further information to Institutional Investors.
Their details are set out below.
A "Retail Investor" is a PIBS Holder that is not an
Institutional Investor (as defined below). Any PIBS Holder who is
an individual (rather than a company or other organisation) will be
a Retail Investor. Any PIBS Holder that is unsure of their status
may contact BondCap. An "Institutional Investor" is a PIBS Holder
that is (i) an "eligible counterparty" or a "professional client",
each as defined in Directive 2014/65/EU (as amended); or (ii) an
"eligible counterparty" as defined in the FCA Handbook Conduct of
Business Sourcebook or a "professional client" as defined in
Regulation (EU) No 600/2014 as it forms part of English domestic
law by virtue of the European Union (Withdrawal) Act 2018.
Retail Investors
Retail Investors may contact: (i) Equiniti with respect to
questions regarding the delivery of Tender Instructions and Voting
Only Instructions; or (ii) BondCap with respect to any other
questions regarding the Offers.
Equiniti
Address: Corporate Actions, Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, United Kingdom
Telephone: (*) 0371 384 2050 (if calling from within the UK).
Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to
Friday (excluding public holidays in England and Wales). If calling
from outside the UK, please call +44 371 384 2050.
Bondcap
Telephone: (*) 020 7058 0080 / 0090 (if calling from within the
UK). Lines are open from 9.00 a.m. to 5.00 p.m. (UK time) Monday to
Friday (excluding public holidays in England and Wales). If calling
from outside the UK, please call +44 20 7058 0080 / 0090.
Email: m.dyson@bondcap.co.uk / m.smith@bondcap.co.uk
(*) Calls to the helplines from within the UK are charged at the
standard geographic rate and will vary by provider. Calls to the
helplines from outside the UK will be charged at the applicable
international rate. Please note that calls may be monitored for
security and training purposes. The helplines cannot provide advice
on the merits of the proposals nor give any financial, legal or tax
advice.
Institutional Investors
Institutional Investors may contact: (i) Equiniti with respect
to questions regarding the delivery of Tender Instructions and
Voting Only Instructions; or (ii) Lloyds Bank Corporate Markets plc
or Nomura International plc with any other questions regarding the
Offers.
Lloyds Bank Corporate Markets Nomura International plc
plc
Tel: +44 20 7158 1719 / 1726 Tel: +44 20 7103 2454 / 3634
Email: liability.management@lloydsbanking.com Email: liability.management@nomura.com
Attn: Liability Management Group Attn: Liability Management
---
UK 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 as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018 ("UK MAR"),
encompassing information relating to the Offers described above.
For the purposes of UK MAR, this announcement is made by Sarah
Robinson, Senior Manager, Funding & Capital Markets of
Nationwide Building Society .
DISCLAIMER : This announcement must be read in conjunction with
the Offer Memorandum. This announcement and the Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Tender Offer or the
Consent Solicitation. If any PIBS Holder is in any doubt as to the
action it should take or is unsure of the impact of the
implementation of the Resolutions, it is recommended to seek its
own financial and legal advice, including in respect of any tax
consequences, immediately from its broker, solicitor, accountant or
other independent financial, tax or legal adviser. Any individual
or company whose PIBS 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 Tender
Offer or Consent Solicitation.
None of Nationwide, Equiniti, BondCap, Lloyds Bank Corporate
Markets plc or Nomura International plc is able to provide any
financial, legal, tax, accounting or any other advice in connection
with the Offers referred to in this announcement, or to express any
opinion on the merits of the Offers or otherwise to make any
recommendations as to whether or not PIBS Holders should
participate in the Tender Offer or the Consent Solicitation. If any
PIBS Holder requires any such advice or recommendation, it will
need to contact its own broker, solicitor, accountant or other
independent financial, tax, legal or accounting adviser.
OFFER AND DISTRIBUTION RESTRICTIONS : The distribution of this
announcement and the Offer Memorandum in certain jurisdictions may
be restricted by law, and persons into whose possession this
announcement or the Offer Memorandum comes are requested to inform
themselves about, and to observe, any such restrictions. Neither
this announcement nor the Offer Memorandum constitutes an offer to
buy or the solicitation of an offer to sell PIBS (and tenders of
PIBS in the Tender Offer will not be accepted from PIBS Holders) in
the United States or in any other jurisdiction or circumstance in
which such offer or solicitation would be unlawful.
United States : The PIBS have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any state
or other jurisdiction of the United States, and the PIBS may not be
offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the Securities Act) except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state or local securities laws.
The Offers are not being made, and will not be made, to (or for
the account or benefit of) U.S. persons (as defined in Regulation S
under the Securities Act) or 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. This includes,
but is not limited to, facsimile transmission, electronic mail,
telex, telephone, the internet and other forms of electronic
communication. The PIBS may not be tendered in the Tender Offer by
any such use, means, instrumentality or facility from or within the
United States or by U.S. persons or by persons located or resident
in the United States as defined in Regulation S of the Securities
Act.
United Kingdom : The communication of this announcement or the
Offer Memorandum and any other documents or materials relating to
the Offers are 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, as
amended (the "FSMA"). 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, and may only be acted upon by, those persons in the United
Kingdom falling within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Financial Promotion Order") (which includes an existing member of
Nationwide and, therefore, includes the PIBS Holders) or within the
definition of investment professionals (as defined in Article 19(5)
of the Financial Promotion Order) or any other persons to whom it
may otherwise lawfully be made under the Financial Promotion
Order.
Italy : The Offers are not being made, directly or indirectly,
in the Republic of Italy. None of the Offers, this announcement,
the Offer Memorandum or any other document or materials relating to
the Offers have been or will be submitted to the clearance
procedures of the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian laws and regulations. Accordingly,
(i) neither the Offers, nor this announcement or the Offer
Memorandum or any other offering material relating to the Offers or
the PIBS may be distributed or made available in the Republic of
Italy and (ii) no marketing, promotional, informative or
solicitation activity whatsoever can be performed in the Republic
of Italy.
France : This announcement, the Offer Memorandum and any
documents or offering materials relating to the Offers may not be
distributed in the Republic of France except to qualified investors
(investisseurs qualifiés) as defined in Article 2(e) of the
Prospectus Regulation, as amended, and Article L.411-2 of the
French Code monétaire et financier as amended from time to time.
This announcement and the Offer Memorandum have not been and will
not be submitted for clearance to nor approved by the Autorité des
marchés financiers.
Belgium : The Offers are not being made, directly or indirectly,
to the public in Belgium. Neither this announcement nor the Offer
Memorandum nor 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
Articles 3 and 6 of the Belgian Law of 1 April 2007 on public
takeover bids as amended or replaced from time to time (the
"Belgian Takeover Law").
Accordingly, the Offers may not be advertised and the Offers
will not be extended, and neither this announcement nor the Offer
Memorandum nor 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 (i) "qualified investors" in the sense of Article 2I of the
Prospectus Regulation (as amended from time to time), acting on
their own account, and provided that they do not qualify as a
"consumer" within the meaning of Article I.1 of the Belgian Code of
Economic Law (as amended or replaced from time to time) or (ii) in
any circumstances set out in in Article 6, --4 of the Belgian
Takeover Law. Insofar as Belgium is concerned, this announcement
and the 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 Offer Memorandum may not be used for any other
purpose or disclosed to any other person in Belgium.
UK MiFIR professionals/ECPs and existing PIBS Holders only / No
EEA or UK PRIIPs KID - Manufacturer target market (UK MiFIR product
governance) is eligible counterparties, professional clients and
existing PIBS Holders only (all distribution channels). No European
Economic Area or UK PRIIPs key information document (KID) has been
or will be prepared.
This information is provided by RNS, the news service of the
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END
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