Nationwide Building Society Tender Offer Results (8684O)
25 Settembre 2013 - 1:04PM
UK Regulatory
TIDMNAWI TIDMCEBA TIDMPOB TIDMPOBA
RNS Number : 8684O
Nationwide Building Society
25 September 2013
Nationwide Building Society announces final results of 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, TO ANY U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED) OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF
ITALY OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS DOCUMENT.
25 September 2013. Nationwide Building Society (the Society)
announces today the final results of its 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 were announced on 27 August 2013 and were 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. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
The Non-Institutional-only Expiration Deadline for the Offers
was 4.00 p.m. (London time) on 24 September 2013. As stated in its
announcement dated 10 September 2013, the Society has decided to
accept in full all Securities validly tendered under the Offers by
the Non-Institutional-only Expiration Deadline. The table below
sets out, in respect of each Series of Securities: (a) the
aggregate principal amount of Securities of such Series validly
tendered by the Non-Institutional-only Expiration Deadline but
after the General Expiration Deadline and accepted for purchase
pursuant to the Offers; (b) the total aggregate principal amount of
Securities of such Series accepted for purchase pursuant to the
Offers; and (c) the aggregate principal amount of Securities of
such Series which will remain outstanding following settlement of
the Offers on the Non-Institutional-only Settlement Date.
The Non-Institutional-only Settlement Date is expected to be 4
October 2013. On the Non-Institutional-only Settlement Date, the
Society will pay, in respect of Securities validly tendered by the
Non-Institutional-only Expiration Deadline but after the General
Expiration Deadline: (a) a cash purchase price (in respect of each
Series, a Purchase Price) equal to the relevant percentage of the
principal amount of the relevant Securities, as set out in the
table below; and (b) an amount in cash in respect of Accrued
Interest equal to the relevant percentage of the principal amount
of the relevant Securities, as set out in the table below.
Description and Aggregate principal Total aggregate Outstanding Accrued Purchase
ISIN amount validly principal aggregate Interest* Price
of the Securities tendered by the amount accepted principal
Non-Institutional-only for purchase amount following
Expiration Deadline pursuant settlement
but after the to the Offers on the
General Expiration Non-Institutional-only
Deadline and accepted Settlement
for purchase pursuant Date
to the Offers
-------------------- ---------------------- --------------- ---------------------- --------------- --------------
GBP30,000,000 GBP314,000 GBP20,361,000 GBP9,639,000 1.60666 100 per
6.875 per cent. per cent. cent. of
Permanent Interest of the the principal
Bearing Shares principal amount
(ISIN: GB0033882084) amount of of the
(first call date: the Securities Securities
10 January 2019)
GBP60,000,000 GBP4,320,000 GBP26,735,000 GBP33,265,000 2.39686 100 per
7.25 per cent. per cent. cent. of
Permanent Interest of the the principal
Bearing Shares principal amount
(ISIN: GB0031049215) amount of of the
(first call date: the Securities Securities
5 December 2021)
GBP125,000,000 GBP3,602,000 GBP81,229,000 GBP43,771,000 2.81762 91 per
6.25 per cent. per cent. cent. of
Permanent Interest of the the principal
Bearing Shares principal amount
(ISIN: GB0033627968) amount of of the
(first call date: the Securities Securities
22 October 2024)
GBP400,000,000 GBP12,190,000 GBP316,260,000 GBP83,740,000 0.92492 95 per
5.769 per cent. per cent. cent. of
Permanent Interest of the the principal
Bearing Share principal amount
Receipts (ISIN: amount of of the
XS0184519139) the Securities Securities
(first call date:
6 February 2026)
GBP100,000,000 GBP500,000 GBP61,600,000 GBP38,400,000 0.45216 106.50
7.859 per cent. per cent. per cent.
Permanent Interest of the of the
Bearing Share principal principal
Receipts (ISIN: amount of amount
GB0001777886) the Securities of the
(first call date: Securities
13 March 2030)
* Accrued Interest in respect of Securities validly tendered by
the Non-Institutional-only Expiration Deadline but after the
General Expiration Deadline and accepted for purchase pursuant to
the Offers
The Royal Bank of Scotland plc (Telephone: +44 20 7085 9972 /
Attention: Liability Management Group / Email:
liabilitymanagement@rbs.com) is acting as Structuring Adviser and
Dealer Manager for the Offers.
Citigroup Global Markets Limited (Telephone: +44 20 7986 8969 /
Attention: Liability Management Group / Email:
liabilitymanagement.europe@citi.com) and Deutsche Bank AG, London
Branch (Telephone: +44 20 7545 8011 / Attention: Liability
Management Group / Email: liability.management@db.com) are acting
as Dealer Managers for the Offers.
Equiniti Limited is acting as Registrar (Telephone: 0871 384
2050 (if calling from within the UK)** / Attention: Corporate
Actions).
Lucid Issuer Services Limited is acting as Tender Agent
(Telephone: +44 20 7704 0880 / Attention: David Shilson / Sunjeeve
Patel / Email: nationwide@lucid-is.com).
** 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 +44 121 415 0259. Calls
from outside the UK are charged at the applicable international
rate. Different charges may apply to calls from mobile
telephones.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. No offer or invitation to acquire any
securities is being made pursuant to this announcement. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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