TIDMNAWI TIDMCEBA TIDMPOB TIDMPOBA
RNS Number : 5182M
Nationwide Building Society
27 August 2013
Nationwide Building Society announces 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 (THE UNITED STATES),
TO ANY U.S. PERSON (AS DEFINED BELOW) OR TO ANY PERSON LOCATED OR
RESIDENT IN THE REPUBLIC OF ITALY (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW)
27 August 2013. Nationwide Building Society (theSociety)
announced today 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 are being
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 for the Offers, and are subject
to the offer restrictions set out below and as more fully described
in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Registrar and the
Tender Agent as set out below. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Rationale for the Offers
The Society is inviting Holders to tender their Securities for
purchase as part of its proactive approach to capital management.
The Offers are expected to improve and strengthen the quality and
efficiency of the Society's capital base and are designed to
provide liquidity to investors. In common with all European banks,
the Society is constantly reviewing the appropriateness of its
capital structure. Future decisions with respect to capital calls
will be made in light of the then prevailing market, economic and
regulatory conditions.
Details of the Offers
The Society will pay, on the applicable Settlement Date, for the
Securities of each Series accepted by it for purchase pursuant to
the relevant Offer, a cash purchase price equal to the relevant
percentage of the principal amount of the relevant Securities as
specified in the table below (in respect of each Series, a Purchase
Price and together the Purchase Prices).
Description of the Securities ISIN Outstanding First Purchase Price
principal call
amount date
-------------------------------- ------------ --------------- ----------- ------------------
GBP30,000,000 6.875 per cent. GB0033882084 GBP30,000,000 10 January 100 per cent.
Permanent Interest Bearing 2019 of the principal
Shares of the Society amount of
the Securities
GBP60,000,000 7.25 per cent. GB0031049215 GBP60,000,000 5 December 100 per cent.
Permanent Interest Bearing 2021 of the principal
Shares of the Society amount of
the Securities
GBP125,000,000 6.25 per cent. GB0033627968 GBP125,000,000 22 October 91 per cent.
Permanent Interest Bearing 2024 of the principal
Shares of the Society amount of
the Securities
GBP400,000,000 5.769 per XS0184519139 GBP400,000,000 6 February 95 per cent.
cent. Permanent Interest 2026 of the principal
Bearing Share Receipts (the amount of
2026 PIBS Receipts) of The the Securities
Law Debenture Intermediary
Corporation p.l.c. evidencing
entitlements to all payments
and certain other benefits
under the GBP400,000,000
5.769 per cent. Permanent
Interest Bearing Shares of
the Society
GBP100,000,000 7.859 per GB0001777886 GBP100,000,000 13 March 106.50 per
cent. Permanent Interest 2030 cent. of the
Bearing Share Receipts of principal
The Law Debenture Intermediary amount of
Corporation p.l.c. evidencing the Securities
entitlements to all payments
and certain other benefits
under the GBP100,000,000
7.859 per cent. Permanent
Interest Bearing Shares of
the Society
The Society will also pay an Accrued Interest Payment in respect
of the Securities accepted for purchase pursuant to the Offers.
If the Society decides to accept valid tenders of Securities for
purchase pursuant to any Offer, it will accept for purchase all of
the Securities that are validly tendered, and there will be no
scaling of any tenders of Securities of any Series for
purchase.
The Offers begin on 27 August 2013. In order to participate in,
and be eligible to receive the relevant Purchase Price pursuant to,
the Offers:
(a) each Holder who is an Institutional Investor (as defined
below) must validly tender its Securities by delivering, or
arranging to have delivered on its behalf, a valid Tender
Instruction that is received by the Registrar or, in the case of
2026 PIBS Receipts, by the Tender Agent by 4.00 p.m. (London time)
on 9 September 2013 (the General Expiration Deadline); and
(b) each Holder who (i) is a Non-Institutional Investor (as
defined below) and (ii) confirms in the relevant Tender Instruction
(in the manner described in the Tender Offer Memorandum) that it is
a Non-Institutional Investor must validly tender its Securities by
delivering, or arranging to have delivered on its behalf, a valid
Tender Instruction that is received by the Registrar or, in the
case of 2026 PIBS Receipts, by the Tender Agent by 4.00 p.m.
(London time) on 24 September 2013 (the Non-Institutional-only
Expiration Deadline).
A Non-Institutional Investor is a Holder who holds (or owns on a
beneficial basis) no more than GBP100,000 in aggregate principal
amount outstanding of the Securities of each relevant Series.
An Institutional Investor is a Holder (a) who holds (or owns on
a beneficial basis) more than GBP100,000 in aggregate principal
amount outstanding of the Securities of each relevant Series, (b)
whose ordinary activities involve that person buying, selling,
subscribing for or underwriting instruments such as the Securities
for the purposes of a business carried on by that person or (c) who
it is reasonable to expect will carry on the activities described
in (b) above for the purposes of a business carried on by that
person.
Non-Institutional Investors may submit valid tenders at any time
before the Non-Institutional-only Expiration Deadline, including
before the General Expiration Deadline. A Tender Instruction that
is received by the Non-Institutional-only Expiration Deadline but
after the General Expiration Deadline will be invalid and will not
be accepted, unless the relevant Holder (i) is a Non-Institutional
Investor and (ii) confirms in the relevant Tender Instruction (in
the manner described in the Tender Offer Memorandum) that it is a
Non-Institutional Investor.
Tender Instructions
Tender Instruction Forms, for Securities held in certificated
form
In order to participate in, and be eligible to receive the
relevant Purchase Price pursuant to, the relevant Offer, Holders of
Securities held in certificated form must validly tender their
Securities by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction Form (as more fully described in
the Tender Offer Memorandum and the Tender Instruction Form),
together with the certificate or certificates for the Securities
which are the subject of such Tender Instruction Form, that are
received by the Registrar by the relevant Expiration Deadline.
Holders of Securities held in certificated form who have lost their
certificate(s) should contact the Registrar by telephone.
Transfer to Escrow Instructions (TTE Instructions), for
Securities held in CREST
In order to participate in, and be eligible to receive the
relevant Purchase Price pursuant to, the relevant Offer, Holders of
Securities held in CREST must validly tender their Securities by
submitting, or arranging to have submitted on their behalf, a valid
TTE Instruction (as more fully described in the Tender Offer
Memorandum) specifying the Registrar as the escrow agent to whom
such Securities should be transferred so that the transfer to
escrow settles by not later than the relevant Expiration
Deadline.
Clearing System Tender Instructions, for the 2026 PIBS
Receipts
In order to participate in, and be eligible to receive the
relevant Purchase Price pursuant to, the relevant Offer, Holders of
2026 PIBS Receipts must validly tender their 2026 PIBS Receipts by
submitting, or arranging to have submitted on their behalf, a valid
Clearing System Tender Instruction (as more fully described in the
Tender Offer Memorandum) that is received by the Tender Agent by
the relevant Expiration Deadline.
General
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Before making a decision whether to tender Securities pursuant
to the Offers, Holders should carefully consider all of the
information in the Tender Offer Memorandum and, in particular, the
factors set out under the heading "Risk Factors and Other
Considerations".
Tender Instructions must be submitted in respect of a minimum
principal amount outstanding of Securities of the relevant Series
of no less than the minimum denomination for such Securities, and
may be submitted in integral multiples of the relevant amount
thereafter, as set out in the Tender Offer Memorandum.
A separate Tender Instruction must be completed on behalf of
each beneficial owner and in respect of each Series.
Announcements and Settlement Dates
If the Offers are not extended, re-opened or terminated by the
Society, the Society will:
-- in respect of valid tenders of Securities received by the
General Expiration Deadline, announce as soon as reasonably
practicable on 10 September 2013 its decision of whether to accept
valid tenders of Securities pursuant to the Offers and, if so
accepted, the aggregate principal amount of each Series of
Securities accepted for purchase and the amount of the Accrued
Interest in respect of each Series of Securities accepted for
purchase; and
-- in respect of valid tenders of Securities received from
Holders who are Non-Institutional Investors by the
Non-Institutional-only Expiration Deadline but after the General
Expiration Deadline, announce as soon as reasonably practicable on
25 September 2013 the aggregate principal amount of each Series of
Securities accepted for purchase and the amount of the Accrued
Interest in respect of each Series of Securities accepted for
purchase.
If the Society decides to accept valid tenders of Securities
received by the General Expiration Deadline, the Society will also
accept all valid tenders of Securities received by the
Non-Institutional-only Expiration Deadline but after the General
Expiration Deadline.
The expected settlement date for valid tenders of Securities
received by the General Expiration Deadline and accepted for
purchase by the Society is 19 September 2013 (the General
Settlement Date).
The expected settlement date for valid tenders of Securities
received from Non-Institutional Investors by the
Non-Institutional-only Expiration Deadline but after the General
Expiration Deadline and accepted for purchase by the Society is 4
October 2013 (the Non-Institutional-only Settlement Date).
The General Settlement Date will be the applicable Settlement
Date in respect of all valid Tender Instructions that are received
by the General Expiration Deadline and accepted by the Society for
purchase pursuant to the Offers, even if the Holder to which such
Tender Instruction relates (a) is a Non-Institutional Investor and
(b) has confirmed in the relevant Tender Instruction that it is a
Non-Institutional Investor.
Subject to applicable law and as provided in the Tender Offer
Memorandum, the Society may, in its sole discretion, extend,
re-open, amend, waive any condition of or terminate the Offers at
any time.
Indicative Timetable for the Offers
The times and dates below are indicative only.
Events Times and Dates Applicability of event to Non-Institutional Investors and/or Institutional
(All times are Investors
London time)
Commencement of the Offers Tuesday, 27 August Applicable to both Non-Institutional Investors and Institutional Investors
2013
General Expiration Deadline 4.00 p.m. on Monday Applicable to both Non-Institutional Investors and Institutional Investors
,
9 September 2013
Announcement of Results following the As soon as Applicable to both Non-Institutional Investors and Institutional Investors
General Expiration Deadline reasonably
practicable on
Tuesday, 10
September 2013
General Settlement Date Thursday, 19 Applicable to both Non-Institutional Investors and Institutional Investors
September 2013
Non-Institutional-only Expiration Deadline 4.00 p.m. on Tuesda Applicable only to Non-Institutional Investors
y,
24 September 2013
Announcement of Results following the As soon as Applicable only to Non-Institutional Investors
Non-Institutional-only Expiration Deadline reasonably
practicable on
Wednesday,
25 September 2013
Non-Institutional-only Settlement Date Friday, 4 October Applicable only to Non-Institutional Investors
2013
The above times and dates are subject to the right of the
Society to extend, re-open, amend, and/or terminate the Offers
(subject to applicable law and as provided in the Tender Offer
Memorandum). Holders (including any beneficial owner holding
Securities through another Registered Holder) are advised to check
with any bank, securities broker or other intermediary through
which they hold Securities when such intermediary would need to
receive instructions from a Holder in order for that 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 above. The
deadlines set by any such intermediary and each Clearing System for
the submission of Tender Instructions will be earlier than the
relevant deadlines specified above. See "Procedures for
Participating in the Offers" in the Tender Offer Memorandum.
Further Information
The Offers are described in full in the Tender Offer Memorandum,
which is (subject to distribution restrictions) available from the
Registrar and the Tender Agent.
Holders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on, the procedures
for participating in the Offers.
Citigroup Global Markets Limited, Deutsche Bank AG, London
Branch and The Royal Bank of Scotland plc are acting as Dealer
Managers for the Offers, Equiniti Limited is acting as Registrar
and Lucid Issuer Services Limited is acting as Tender Agent.
Requests for information in relation to the Offers may be
directed to the Dealer Managers:
Structuring Adviser and Dealer Manager
The Royal Bank of Scotland plc
135 Bishopsgate
London EC2M 3UR
United Kingdom
Telephone: +44 20 7085 9972
Attention: Liability Management Group
Email: liabilitymanagement@rbs.com
Dealer Managers
Citigroup Global Markets Limited Deutsche Bank AG, London Branch
Citigroup Centre Winchester House
Canada Square 1 Great Winchester Street
Canary Wharf London EC2N 2DB
London E14 5LB United Kingdom
United Kingdom
Telephone: +44 20 7986 8969 Telephone: +44 20 7545 8011
Attention: Liability Management Group Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com Email: liability.management@db.com
Questions and requests for assistance in connection with the
delivery of Tender Instructions in respect of the Securities (other
than the 2026 PIBS Receipts), and for any documents or materials
relating to, the Offers may be directed to the Registrar:
The Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
United Kingdom
Telephone: 0871 384 2050 (if calling from within the UK)*
Attention: Corporate Actions
*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.
Questions and requests for assistance in connection with the
delivery of Tender Instructions in respect of the 2026 PIBS
Receipts, and for any documents or materials relating to, the
Offers may be directed to the Tender Agent:
The Tender Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson / Sunjeeve Patel
Email: nationwide@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offers. Any Holder who is
in any doubt as to the action it should take, is recommended to
seek its own financial and/or legal advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Securities are held on its behalf
by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender Securities
in the Offers. None of the Society, the Dealer Managers, the
Registrar or the Tender Agent makes any recommendation whether
Holders should tender Securities in the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
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. Neither this
announcement nor the Tender Offer Memorandum constitutes an offer
to buy or the solicitation of an offer to sell Securities (and
tenders of Securities in the Offers will not be accepted from
Holders) in any circumstances in which such offer or solicitation
is unlawful. In those jurisdictions where the securities, blue sky
or other laws require the Offers to be made by a licensed broker or
dealer and any of the Dealer Managers or any of the Dealer
Managers' respective affiliates is such a licensed broker or dealer
in such jurisdiction, such Offer shall be deemed to be made on
behalf of the Society by such Dealer Manager or such affiliate (as
the case may be) in such jurisdiction and such Offer is not made in
any such jurisdiction where any Dealer Manager or any of its
affiliates is not licensed.
United States. The Offers are not being made and will not be
made, 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, or to any U.S. Person (as defined in
Regulation S of the United States Securities Act of 1933, as
amended (each a U.S. Person)). This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The
Securities may not be tendered in the Offers by any such use,
means, instrumentality or facility from or within the United States
or by persons located or resident in the United States or by, or by
any person acting for the account or benefit of, a U.S. Person.
Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offers are not being, and must not be, directly or indirectly,
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States or to any persons located or
resident in the United States or to any U.S. Person. Any purported
tender of Securities in the Offers resulting directly or indirectly
from a violation of these restrictions will be invalid and any
purported tender of Securities made by, or by any person acting for
the account or benefit of, a U.S. Person or by a person located in
the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will
not be accepted.
Each Holder participating in the Offers will represent that it
is not a U.S. Person, it is not located in the United States and is
not participating in the Offers from the United States or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in the
Offers from the United States and is not a U.S. Person. For the
purposes of this and the above paragraph, United States means the
United States of America, 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 of America and the District of Columbia.
Italy. None of the Offers, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the
Offers have been submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant
to Italian laws and regulations. The Offers are not being made,
directly or indirectly, in the Republic of Italy (Italy).
Accordingly, Holders are notified that, to the extent that Holders
are located or resident in Italy, the Offers (and the documents and
materials relating to the Offers, including this announcement and
the Tender Offer Memorandum) are not available to them and they may
not tender their Securities in the Offers.
United Kingdom. This announcement and the Tender Offer
Memorandum have been issued by the Society, which is a building
society authorised by the Prudential Regulation Authority (the PRA)
of 20 Moorgate, London, EC2R 6DA, United Kingdom and regulated by
the Financial Conduct Authority (the FCA) of 25 The North
Colonnade, Canary Wharf, London E14 5HS, United Kingdom and the
PRA. This announcement and the Tender Offer Memorandum are being
distributed only to existing Holders. Recipients of this
announcement and the Tender Offer Memorandum should note that the
Society is acting on its own account in relation to the Offers and
will not be responsible to any other person for providing the
protections which would be afforded to clients of the Society or
for providing advice in relation to any Offer.
In addition, the communication of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the Offers is 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.
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 those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the Financial Promotion Order)) or persons who are within
Article 43 of the Financial Promotion Order (which includes an
existing creditor of the Society and, therefore, includes the
Holders) or any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order.
France. The Offers are not being made, directly or indirectly,
to the public in the Republic of France (France). Neither this
announcement, the Tender Offer Memorandum nor any other document or
material relating to the Offers has been or shall be distributed to
the public in France and only (i) providers of investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), other than individuals, acting for their
own account, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code
monétaire et financier, are eligible to participate in the Offers.
Neither this announcement nor the Tender Offer Memorandum has been
nor will be submitted for clearance to nor approved by the Autorité
des Marchés Financiers.
Belgium. None of this announcement, the Tender Offer Memorandum
or 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 Article 3 of the
Belgian Law of 1 April 2007 on public takeover bids or as defined
in Article 3 of the Belgian Law of 16 June 2006 on the public offer
of placement instruments and the admission to trading of placement
instruments on regulated markets, each as amended or replaced from
time to time. Accordingly, the Offers may not be advertised and the
Offers will not be extended, and none of this announcement, the
Tender Offer Memorandum or 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 "qualified investors" in the sense of
Article 10 of the Belgian Law of 16 June 2006 on the public offer
of placement instruments and the admission to trading of placement
instruments on regulated markets (as amended from time to time),
acting on their own account. Insofar as Belgium is concerned, this
announcement and the Tender 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 Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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