Notice to Covered Bondholders
Summary by AI BETAClose X
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). 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.
EU MIFID AND UK MIFIR PROFESSIONALS/ECPS-ONLY - MANUFACTURER TARGET MARKET (EU MIFID AND UK MIFIR PRODUCT GOVERNANCE) IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY (ALL DISTRIBUTION CHANNELS).
15 June 2026
NATIONWIDE BUILDING SOCEITY
(incorporated in England under the Building Societies Act 1986, as amended)
(the "Issuer")
Legal Entity Identifier (LEI): 549300XFX12G42QIKN82
NOTICE
to the holders of the
Series 2 €600,000,000 Regulated Covered Bonds due September 2026
(ISIN: XS2049803575)
Series 3 £600,000,000 Regulated Covered Bonds due January 2027
(ISIN: XS2443513440)
Series 4 €500,000,000 Regulated Covered Bonds due June 2027
(ISIN: XS2493830827)
Series 7 €500,000,000 Regulated Covered Bonds due August 2028
(ISIN: XS2641928382)
Series 8 £500,000,000 Regulated Covered Bonds due September 2028
(ISIN: XS2692456200)
Series 9 £500,000,000 Regulated Covered Bonds due January 2028
(ISIN: XS2988672650)
(the Legacy Clydesdale Covered Bonds, and the holders thereof, the Covered Bondholders) of the Issuer presently outstanding.
The Issuer has today given a Notice of Meeting in respect of the Legacy Clydesdale Covered Bonds for the purpose of soliciting a consent to the transfer of the Legacy Clydesdale Covered Bonds to the €45 billion Nationwide Building Society Global Covered Bond Programme irrevocably and unconditionally guaranteed by Nationwide Covered Bonds LLP (the Legacy Clydesdale Transfer), as proposed by the Issuer (the Proposal) for approval by an extraordinary resolution of the Covered Bondholders of the Legacy Clydesdale Covered Bonds, all as further described in the consent solicitation memorandum dated 15 June 2026 (the Consent Solicitation Memorandum).
1. NOTICE OF MEETING IN RESPECT OF THE LEGACY CLYDESDALE COVERED BONDS
To view the Notice of Meeting, please paste the following URL into the address bar of your browser: http://www.rns-pdf.londonstockexchange.com/rns/3525I_1-2026-6-15.pdf
2. INDICATIVE TIMETABLE FOR THE CONSENT SOLICITATION
Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitation, which will depend, among other things, on timely receipt (and non-revocation) of instructions, the rights of the Issuer (where applicable) to extend, waive any condition of, amend and/or terminate the Consent Solicitation (other than the terms of the Extraordinary Resolution, bringing forward the Expiration
Deadline or the time and date of the Meeting) as described in this Consent Solicitation Memorandum and the passing of the Extraordinary Resolution and satisfaction of the Eligibility Condition at the initial Meeting for the Legacy Clydesdale Covered Bonds. Accordingly, the actual timetable may differ significantly from the timetable below.
|
Date/Time |
|
Action |
|
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15 June 2026 (At least 21 clear days before the Meeting) |
|
Notice of the Meeting to be delivered to the Clearing Systems. Release of Notice through the regulatory news service of the London Stock Exchange. |
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|
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Copies of the Consent Solicitation Memorandum and the Covered Bondholder Information (as defined in the Consent Solicitation Memorandum) to be available from the Tabulation Agent. The Covered Bondholder Information to be available for inspection, as indicated, from the following website: https://www.virginmoneyukplc.com/investor-relations/debt-investors/global-covered-bonds/ (the Virgin Money Website). From this date, Covered Bondholders may arrange for Legacy Clydesdale Covered Bonds held by Clearstream, Luxembourg and/or Euroclear in their accounts to be blocked in such accounts and held to the order and under the control of the Principal Paying Agent in order to obtain voting certificates or give valid Consent Instructions or Ineligible Holder Instructions to the Tabulation Agent. |
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By 4 p.m. (London time) (5 p.m. CEST) on 25 June 2026
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Transfer Consent Fee Deadline. Deadline for receipt by the Tabulation Agent of valid Consent Instructions from Eligible Covered Bondholders for such Covered Bondholders to be eligible to receive the Transfer Consent Fee. Covered Bondholders making such other arrangements or submitting Consent Instructions after the Transfer Consent Fee Deadline but prior to the Expiration Deadline (as defined below) will not be eligible to receive the Transfer Consent Fee. |
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By 4 p.m. (London time) (5 p.m. CEST) on 2 July 2026 (At least 48 hours before the Meeting) |
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Expiration Deadline. Final time by which Covered Bondholders have arranged for receipt by the Tabulation Agent of valid Consent Instructions or Ineligible Holder Instructions in accordance with the procedures of Clearstream, Luxembourg and/or Euroclear. |
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Final time by which Covered Bondholders have given notice to (in the limited circumstances in which such revocation is permitted) the Tabulation Agent (via the relevant Clearing Systems) of any intended revocation of, or amendment to, Consent Instructions or Ineligible Holder Instructions previously given by them. |
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10 a.m. (London time) (11 a.m. CEST) on 7 July 2026 |
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COVERED BONDHOLDERS' MEETING HELD The initial Meeting will commence at 10 a.m. (London time) (11 a.m. CEST). |
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If the Extraordinary Resolution is passed at the Meeting:
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As soon as reasonably practicable after the Meeting |
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Announcement of the results of the Meeting and satisfaction (or not) of the Eligibility Condition. Delivery of notice of such results to Euroclear and Clearstream, Luxembourg for communication to their account holders and an announcement released on the regulatory news service of the London Stock Exchange. |
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Effective Date |
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If the Eligibility Condition is satisfied, the date on which the Amendment Documents will become effective and the modifications to the Conditions of the Legacy Clydesdale Covered Bonds described in the Consent Solicitation Memorandum will be implemented. If the Eligibility Condition is satisfied at the initial Meeting, the Issuer expects that the Effective Date will occur on 22 July 2026.
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Transfer Consent Fee Payment Date |
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As soon as reasonably practicable following the Meeting (or adjourned Meeting, if applicable) at which the Extraordinary Resolution relating to the Legacy Clydesdale Transfer passes and the Eligibility Condition in relation thereto is satisfied and no later than the Effective Date.
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Covered Bondholders are advised to check with any Clearing System, bank, securities broker or other intermediary through which they hold Legacy Clydesdale Covered Bonds when such Clearing System or intermediary would need to receive instructions from a Covered Bondholder in order for that Covered Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Consent Solicitation by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Electronic Voting Instructions will be earlier than the relevant deadlines specified above.
Until the Extraordinary Resolution is passed and the Eligibility and Consent Conditions are satisfied, and the Amendment Documents are executed, and subject to there having been no prior termination of the Consent Solicitation by the Issuer, no assurance can be given that the Proposal will be implemented in respect of the Legacy Clydesdale Covered Bonds. If a quorum is not achieved at the initial Meeting or the quorum is achieved and the Extraordinary Resolution is passed but the Eligibility Condition in relation thereto is not satisfied, such Meeting shall be adjourned in relation to the Extraordinary Resolution and the adjourned Meeting of Covered Bondholders will be held at such time as will be notified to the Covered Bondholders in the notice of adjourned Meeting. The adjourned Meeting will be held in accordance with the terms of the Trust Deed.
If the initial Meeting is adjourned for want of quorum, the Issuer may elect to terminate the Consent Solicitation prior to the adjourned Meeting with the result that the Proposal is not adopted.
Rating Agencies
Copies of certain of the draft Amendment Documents, as referred to in items (b) and (c) of Section 3 ("Form of Notice of Covered Bondholder Meeting - Documents Available for Inspection") of the Consent Solicitation Memorandum, have been reviewed by each of Fitch Ratings Limited (Fitch) and Moody's Investors Service Limited (Moody's), which provide ratings for the Legacy Clydesdale Covered Bond Programme. Neither Fitch nor Moody's has, based on the information provided to them, raised any comments in respect of the draft Amendment Documents. Further, Fitch and Moody's have each determined, based on the information provided to them, that the Legacy Clydesdale Transfer will not, in and of itself and as of this point in time, result in the downgrade or withdrawal of the ratings currently assigned to the Legacy Clydesdale Covered Bonds. S&P Global Ratings UK Ltd (S&P) does not currently assign, nor has the Issuer requested S&P to assign in connection with the Legacy Clydesdale Transfer, a rating to the Legacy Clydesdale Covered Bonds.
Cover Pool Comparison
The cover pools of both programmes are similar, as the eligibility criteria are mostly aligned, although the Nationwide Covered Bond Programme cover pool does not contain any buy-to-let loans and the Legacy Clydesdale Covered Bond Programme cover pool does not contain any Northern Irish loans. Below we summarise selected features of both cover pools and the total outstanding covered bonds per programme.
|
|
Nationwide Covered Bonds Programme (as of 31 May 2026) |
Legacy Clydesdale Covered Bond Programme (as of 31 May 2026) |
|
Over-collateralisation level (%) |
74.6 |
230.2 |
|
Total covered bonds outstanding (£) |
19,378,152,415 |
3,689,284,794 |
|
Total cover pool current balance (£) |
33,831,807,732 |
12,182,130,456 |
|
Number of loans |
333,912 |
65,593 |
|
Average loan balance (£) |
101,320 |
185,723 |
|
WA indexed LTV (%) |
56.1 |
52.0 |
|
WA seasoning (months) |
67 |
64 |
|
WA remaining term (months) |
275 |
242 |
|
WA interest rate (%) |
4.0 |
3.7 |
|
Interest only loans (%) |
2.2 |
16.3 |
|
Fixed rate loans (%) |
85.0 |
95.0 |
|
Owner-occupied loans (%) |
100.0 |
94.1 |
|
BTL loans (%) |
0.0 |
5.9 |
|
Loans 3m+ in arrears (%) |
0.3 |
0.0 |
|
London and South East (%) |
38.3 |
50.1 |
Please refer to the investor reports for more details on the cover pools of both programmes, which can be found at the Virgin Money Website in respect of the Legacy Clydesdale Covered Bond Programme and at the Issuer's Website in respect of the Nationwide Covered Bond Programme.
Capitalised terms used but not defined herein shall have the meanings set out in the Consent Solicitation Memorandum.
Further information relating to the Consent Solicitation can be obtained directly from the Solicitation Agents and the Tabulation Agent:
|
SOLICITATION AGENTS
Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom Telephone: +44 (0)203 134 8515 Attention: Liability Management Group Email: eu.lm@barclays.com
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Deutsche Bank AG, London Branch 21 Moorfields London EC2Y 9DB United Kingdom Telephone: +44 207 545 8011 Attention: Liability Management Group
|
TABULATION AGENT
Kroll Issuer Services Limited
The News Building, Level 6
3 London Bridge Street
London SE1 9SG
United Kingdom
Telephone number: +44 20 7704 0880
Email: virginmoney@is.kroll.com
Attention: Owen Morris
Website: https://deals.is.kroll.com/virginmoney
DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the consent solicitation. If any Covered Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended (if in the United Kingdom) or other appropriately authorised financial adviser. Any individual or company whose Legacy Clydesdale Covered Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the consent solicitation.
The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuer, the LLP, the Solicitation Agents and the Tabulation Agent to inform themselves about, and to observe, any such restrictions.
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