70NN Toy.mf.n. 23

    RNS Number : 9767I
  Skipton Building Society
  26 November 2008
   

    SUPPLEMENT DATED 26 NOVEMBER, 2008 TO THE OFFERING CIRCULAR DATED 9 APRIL 2008

    Skipton Building Society
    (incorporated in England and Wales under the Building Societies Act 1986, as amended)
    �2,000,000,000
    Euro Medium Term Note Programme
    This supplement (the Supplement) to the Offering Circular (the Offering Circular) dated 9 April, 2008, which comprises a base prospectus
for the purposes of Article 5.4 of Directive 2003/71/EC, constitutes a supplementary Offering Circular for the purposes of Section 87G of
the Financial Services and Markets Act 2000 (the FSMA) and is prepared in connection with the �2,000,000,000 Euro Medium Term Note Programme
(the Programme) established by Skipton Building Society (the Issuer). Terms defined in the Offering Circular have the same meaning when used
in this Supplement.
    This Supplement is supplemental to, and should be read in conjunction with, the Offering Circular and any other supplements to the
Offering Circular issued by the Issuer.
    The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge and belief of the
Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance
with the facts and does not omit anything likely to affect the import of such information.
    Publication of Half-yearly Accounts
    On 31 July, 2008, the Issuer published its half-yearly unaudited consolidated financial statements for the six months ended 30 June,
2008, a copy of the financial statements and a copy of the Announcement have been filed with the Financial Services Authority and, by virtue
of this Supplement, the financial statement and the Announcement are incorporated in, and form part of, the Offering Circular.
    Merger of Skipton Building Society with Scarborough Building Society
    On 3 November, 2008, the Issuer announced its intention to merge with the Scarborough Building Society. Further details can be found in
the announcement dated 3 November, 2008 (the Announcement) which is incorporated by reference below.
    Documents incorporated by reference
    A copy of the Announcements incorporated by reference in the Offering Circular can be obtained from the website of the London Stock
Exchange at:
    http://www.londonstockexchange.com/LSECWS/IFSPages/MarketNewsPopup.aspx?i d=1916279&source=RNS in respect of item 1 above; and
    http://www.londonstockexchange.com/LSECWS/IFSPages/MarketNewsPopup.aspx?i d=2009679&source=RNS in respect of item 2 above.


    Amendments to "Risk Factors" in the Offering Circular
    The following text shall replace the text in the section entitled "Risk Factors" under the Risk Factor headed "The Group's results may
be adversely affected by general economic conditions and other business conditions" on page 5 of the Offering Circular:
    "In addition to the Issuer, the Group includes active trading subsidiaries whose general activities include estate agency, the provision
of investment advice, demographics modelling and credit referencing, the provision of mortgage servicing, financing and debt factoring.
    The Group's consolidated results are influenced by general economic and other business conditions. A slowdown in the global and local
economies in which the Group operates can have adverse effects upon the business volumes as well as the mortgage assets that the Group
holds. The Group's ability to generate revenue through the disbursement and servicing of new mortgage loans, the fees earned through estate
agency and income earned from advice to investors could all be adversely affected. The Group's results are more specifically affected by the
financial health and price and volume level of transactions in the UK housing market (see United Kingdom housing market below)."
    The following text will be inserted as a new Risk Factor underneath the Risk Factor headed "The secondary market generally" on page 12
of the Offering Circular:
    "Ratings downgrade of the sector or Issuer may have an adverse effect on the marketability and liquidity of the Notes"
    If sentiment towards the financial institutions operating in the United Kingdom's residential mortgage market were to deteriorate, or if
the ratings of the sector were to be adversely affected, this may have a materially adverse impact on the market value of the Notes and
result in a reduction in liquidity in the secondary market for such Notes. In addition, such change in sentiment or negative change in
ratings could result in an increase in the costs and reduction in the availability of wholesale market funding across the financial services
sector, which could have a material adverse affect on the liquidity and funding of all UK financial services institutions.
    General
    To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference
into the Offering Circular by this Supplement and (b) any other statement in or incorporated by reference in the Offering Circular, the
statements in (a) above will prevail.
    Save as disclosed in this Supplement there has been no other significant new factor, material mistake or inaccuracy relating to
information included in the Offering Circular since the publication of the Offering Circular.
    In accordance with Section 87Q(4) of the FSMA, investors who have agreed to purchase or subscribe for Notes before the Supplement is
published have the right, exercisable before the end of the period of two working days beginning with the working day after the date on
which this Supplement was published, to withdraw their acceptances.



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