Tender Offer - Results Announcement
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) ("U.S. PERSON") OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN 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) (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
28 SEPTEMBER 2026
Nationwide Building Society
(incorporated in England under the Building Societies Act 1986)
Legal Entity Identifier (LEI): 549300XFX12G42QIKN82
ANNOUNCES RESULTS OF TENDER OFFER TO PURCHASE SECURITIES FOR CASH
Nationwide Building Society (the "Issuer") announces today the results of its invitation to holders of its outstanding £750,000,000 Reset Perpetual Contingent Convertible Additional Tier 1 Capital Securities (ISIN: XS2113658202) (the "Securities") to tender such Securities for purchase by the Issuer for cash up to the Maximum Acceptance Amount, subject to the terms and conditions described in the tender offer memorandum prepared by the Issuer dated 21 September 2026 (the "Tender Offer Memorandum") (such invitation, the "Offer"). Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum. This announcement must be read in conjunction with the Tender Offer Memorandum.
As announced by the Issuer on 22 September 2026, the Maximum Acceptance Amount is £750,000,000, and, as the Maximum Acceptance Amount is equal to the aggregate principal amount of the Securities, the Issuer will accept for purchase any validly tendered Securities up to the Maximum Acceptance Amount without such Securities being scaled by a Scaling Factor, subject to the New Financing Condition being satisfied or waived on or prior to the Settlement Date.
The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 25 September 2026. Following the Expiration Deadline, the Issuer hereby announces that it will accept all valid tenders of Securities for purchase pursuant to the Offer, subject to the New Financing Condition being satisfied or waived on or prior to the Settlement Date. The aggregate principal amount of the Securities validly tendered and accepted for purchase pursuant to the Offer is £542,612,000 (representing 72.35 per cent. of the principal amount of the Securities outstanding).
Settlement of the Offer and payment of the Purchase Price and Accrued Interest Payment in respect of the Securities accepted for purchase is expected to take place on 30 September 2026. Securities that are not tendered and accepted for purchase pursuant to the Offer will remain outstanding.
Dealer Managers
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J.P. Morgan Securities plc 25 Bank Street London E14 5JP United Kingdom
Telephone: +44 (0) 20 7134 2468 Email: liability_management_EMEA@jpmorgan.com Attention: EMEA Liability Management Group
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Lloyds Bank Corporate Markets plc 33 Old Broad Street London EC2N 1HZ United Kingdom
Telephone: +44 (0) 20 7158 3939 / 1726 Email: LBCMLiabilityManagement@lloydsbanking.com Attention: Liability Management
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Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom Email: DG.LM-EMEA@bofa.com Attention: Liability Management Team |
NatWest Markets Plc 250 Bishopsgate London EC2M 4AA United Kingdom
Telephone: +44 (0) 20 7678 5222 Email: NWMLiabilityManagement@natwestmarkets.com Attention: Liability Management
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UBS AG London Branch |
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5 Broadgate Email: ol-liabilitymanagement-eu@ubs.com Attention: Liability Management
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Tender Agent |
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Kroll Issuer Services Limited Telephone: +44 20 7704 0880
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DISCLAIMER
The offer period for the Offer has now expired. No further tenders of any Securities may be made pursuant to the Offer. This announcement must be read in conjunction with the Tender Offer Memorandum. No offer to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully. None of the Issuer, the Dealer Managers or the Tender Agent or their respective directors, employees or affiliates will have any liability or responsibility in respect of any decision of a Securityholder as to whether to participate in the Offer. 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 come are required by each of the Issuer, the Group, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers, the contact details for which are above.
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Companies
Nationwide Building Society Core Capital Deferred Shs (Min 250 CCDS) (NBS)NATIONWIDE BUILDING SOCIETY (34VG)
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