Tender Offer
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.
21 SEPTEMBER 2026
ANNOUNCEMENT OF TENDER OFFER TO PURCHASE SECURITIES FOR CASH
Nationwide Building Society
(incorporated in England under the Building Societies Act 1986)
(the "Issuer")
Legal Entity Identifier (LEI): 549300XFX12G42QIKN82
The Issuer has today launched an 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 satisfaction or waiver of the New Financing Condition and the other conditions described in the tender offer memorandum dated 21 September 2026 (the "Tender Offer Memorandum") (the "Offer"). Capitalised terms used in this announcement and not otherwise defined shall have the meanings given to them in the Tender Offer Memorandum.
Summary of the Offer
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Description of the Securities |
ISIN / Common Code |
Outstanding Principal Amount |
First Call Date(1) |
First Reset Date(2) |
Purchase Price(3) |
Maximum Acceptance Amount(4) |
|
Reset Perpetual Contingent Convertible Additional Tier 1 Capital Securities |
XS2113658202 |
£750,000,000 |
20 June 2027 |
20 December 2027 |
100.550 per cent. of the principal amount of the Securities |
Subject as set out herein, a maximum aggregate principal amount of the Securities expected to be equal to the aggregate principal amount of the New Securities (as defined herein) |
______________________
(1) The Issuer is entitled to, subject to obtaining regulatory consent and to satisfaction of certain conditions, repay all (and not some only) of the Securities at par on any day falling in the period commencing on (and including) the First Call Date and ending on (and including) the First Reset Date or on any Reset Date thereafter.
(2) On the First Reset Date, the interest rate will reset, and the Securities will bear interest at a rate which is the aggregate of the Margin and the applicable Reset Reference Rate determined in accordance with the terms and conditions of the Securities.
(3) The Issuer will also pay an Accrued Interest Payment in respect of Securities accepted for purchase pursuant to the Offer.
(4) The Issuer reserves the right, in its sole and absolute discretion, to modify or waive the Maximum Acceptance Amount for any reason, as described in "Further Information and Terms and Conditions - Maximum Acceptance Amount and Scaling of the Tender" in the Tender Offer Memorandum.
THE OFFER COMMENCES ON THE DATE HEREOF AND WILL EXPIRE AT 4:00 P.M. (LONDON TIME) ON 25 SEPTEMBER 2026, UNLESS EXTENDED, RE-OPENED, AMENDED, WITHDRAWN AND/OR TERMINATED (THE "EXPIRATION DEADLINE") AS PROVIDED IN THE TENDER OFFER MEMORANDUM. TENDER INSTRUCTIONS, ONCE SUBMITTED, MAY NOT BE REVOKED EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TENDER OFFER MEMORANDUM. SECURITYHOLDERS 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 SECURITYHOLDER IN ORDER FOR THAT SECURITYHOLDER TO BE ABLE TO PARTICIPATE IN, OR (IN THE LIMITED CIRCUMSTANCES IN WHICH REVOCATION IS PERMITTED) REVOKE THEIR INSTRUCTION TO PARTICIPATE IN, THE OFFER BY THE DEADLINES SPECIFIED IN THE TENDER OFFER MEMORANDUM. THE DEADLINES SET BY ANY SUCH INTERMEDIARY AND EACH CLEARING SYSTEM FOR THE SUBMISSION AND REVOCATION OF TENDER INSTRUCTIONS WILL BE EARLIER THAN THE RELEVANT DEADLINES SPECIFIED IN THE TENDER OFFER MEMORANDUM.
The information, statements and opinions contained in this announcement do not constitute or form part of, and should not be construed as, any public offer under any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments. The distribution of this announcement in certain jurisdictions may be restricted by law. Recipients are required by the Issuer and the Group to inform themselves about and to observe any such restrictions. No liability to any person is accepted in relation to the distribution or possession of this announcement in any jurisdiction. The information, statements and opinions contained in this announcement and the materials used in and/or discussed at any presentation are subject to change.
Rationale for the Offer
The purpose of the Offer is to provide liquidity for investors in the Securities concurrently with the opportunity to participate in the Issuer's proposed issuance of New Securities (as defined below). The Offer in conjunction with an issue of New Securities is being made as part of the Group's active management of its capital base.
Any Securities purchased by the Issuer pursuant to the Offer are expected to be cancelled and will not be re-issued or re-sold.
If any Securities remain outstanding following completion of the Offer, the Issuer intends to consider exercising its optional redemption rights in the future on an economic basis, considering current and future regulatory capital treatment and MREL value, relative funding cost, rating agency treatment, regulatory developments and having regard to the prevailing circumstances at the relevant time.
Maximum Acceptance Amount
The Issuer proposes to accept for purchase Securities validly tendered pursuant to the Offer up to a maximum aggregate principal amount expected to be equal to the aggregate principal amount of the New Securities on the terms and subject to satisfaction or waiver of the New Financing Condition and the other conditions contained in the Tender Offer Memorandum. The Issuer is expected to announce the Maximum Acceptance Amount as soon as practicable following the pricing of the New Securities. The Issuer reserves the right, in its sole and absolute discretion, to modify or waive the Maximum Acceptance Amount for any reason, as described in the Tender Offer Memorandum, subject to applicable law.
Purchase Price
Subject to the Minimum Denomination of the Securities, the Issuer will pay, for Securities accepted for purchase pursuant to the Offer (and subject to satisfaction or waiver of the New Financing Condition in respect thereof), a cash purchase price equal to 100.550 per cent. of the aggregate principal amount of the Securities (the "Purchase Price").
Accrued Interest
The Issuer will also pay an Accrued Interest Payment in respect of Securities accepted for purchase pursuant to the Offer.
New Financing Condition
The Issuer will announce on the date hereof its intention to issue new benchmark Sterling denominated fixed rate reset perpetual contingent convertible additional tier 1 capital securities (the "New Securities") subject to market conditions. Whether the Issuer will accept for purchase any Securities validly tendered in the Offer and complete the Offer is subject, without limitation, to the successful completion (in the sole determination of the Issuer) of the issue of the New Securities (the "New Financing Condition"). The Issuer reserves the right at any time to waive any or all of the conditions of the Offer (including the New Financing Condition) as set out in the Tender Offer Memorandum.
The Issuer is not under any obligation to accept for purchase any Securities tendered pursuant to the Offer. The acceptance for purchase by the Issuer of Securities tendered pursuant to the Offer is at the sole discretion of the Issuer and tenders may be rejected by the Issuer for any reason.
Any investment decision to purchase any New Securities should be made solely on the basis of the information contained in the offering circular relating to the New Securities (the "Offering Circular"), and no reliance is to be placed on any representations other than those contained in the Offering Circular. Subject to compliance with all applicable securities laws and regulations, a preliminary offering circular relating to the New Securities dated on or around 21 September 2026 is expected to be available from the Dealer Managers, in their capacity as joint bookrunners of the issue of the New Securities, on request.
The New Securities are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Securities in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the "Securities Act"). The New Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons.
MiFID II product governance - The target market for the New Securities is eligible counterparties and professional clients only (all distribution channels), each as defined in Directive 2014/65/EU (as amended, "MiFID II").
UK MiFIR product governance - The target market for the New Securities is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients only (all distribution channels), as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("UK MiFIR").
FCA Restriction - The New Securities are not intended to be offered, sold or otherwise made available, and should not be offered, sold or otherwise made available, to retail clients (as defined in COBS 3.4) in the United Kingdom.
PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA RETAIL INVESTORS - The New Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the New Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS - The New Securities are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a "retail investor" means a person who is not a professional client, as defined in point (8) of Article 2(1) of UK MiFIR. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook ("DISC") for offering, selling or distributing the New Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the New Securities or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
The New Securities will be deferred shares in the Issuer for the purposes of section 119 of the Building Societies Act 1986, as amended, and will not be protected deposits for the purposes of the Financial Services Compensation Scheme established under the United Kingdom Financial Services and Markets Act 2000, as amended (the "FSMA").
The New Securities have and shall only be offered in conformity with the provisions of the Offering Circular and the selling restrictions and, if applicable, the exemption wording, contained therein.
No action has been or will be taken in any jurisdiction in relation to the New Securities to permit a public offering of the New Securities.
Allocation of the New Securities
When considering the allocation of the New Securities, the Issuer may give preference to those Securityholders who, prior to such allocation, have informed the Issuer or any Dealer Manager that they have validly tendered or have given a firm intention to the Issuer or any Dealer Manager that they intend to tender their Securities pursuant to the Offer. Therefore, a Securityholder who wishes to subscribe for New Securities in addition to tendering its Securities for purchase pursuant to the Offer may be eligible to receive, at the sole and absolute discretion of the Issuer, priority in the allocation of the New Securities, subject to the issue of such New Securities and such Securityholder making a separate application for the purchase of such New Securities to a Dealer Manager (in its capacity as a joint bookrunner of the issue of the New Securities) in accordance with the standard new issue procedures of such joint bookrunner. However, the Issuer is not obliged to allocate any such New Securities to a Securityholder who has validly tendered or indicated a firm intention to tender the Securities pursuant to the Offer and, if New Securities are allocated, the principal amount thereof may be less or more than the principal amount of Securities tendered by such holder and accepted by the Issuer pursuant to the Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Securities (being £200,000). Holders should note that the pricing and allocation of the New Securities are expected to take place prior to the Expiration Deadline and therefore should provide, as soon as practicable, to any Dealer Manager any indications of a firm intention to tender Securities for purchase pursuant to the Offer and the quantum of Securities that it intends to tender.
Scaling of the Offer and Maximum Acceptance Amount
If the Issuer decides to accept any validly tendered Securities for purchase pursuant to the Offer, and the aggregate principal amount of Securities validly tendered for purchase is greater than the Maximum Acceptance Amount, then, subject to the New Financing Condition being satisfied or waived, the Issuer intends to apply a Scaling Factor to the Securities such that the aggregate principal amount of Securities accepted for purchase pursuant to the Offer is no greater than the Maximum Acceptance Amount.
Tender Instructions
In order to participate in and be eligible to receive the Purchase Price and the Accrued Interest Payment pursuant to the Offer, Securityholders must validly tender their Securities for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline.
Tender Instructions must be submitted in respect of a minimum principal amount of Securities of no less than £200,000, being the minimum denomination of the Securities, and may be submitted in integral multiples of £1,000 thereafter.
Whilst the Issuer intends to adjust the Scaling Factor applicable to any particular Tender Instruction such that the relevant Securityholder's residual amount of Securities not accepted under the relevant Tender Instruction amounts to either (i) at least the Minimum Denomination or (ii) zero, it shall not be obliged to do so. As such, a Securityholder could, following purchase of the relevant Securities on the Settlement Date, be left with a holding of Securities amounting to less than the Minimum Denomination.
Announcement of Results
The Issuer will announce its decision of whether to accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tender of Securities pursuant to the Offer and, if so accepted, (i) the aggregate principal amount of the Securities accepted for purchase and (ii) the Scaling Factor (as defined in the Tender Offer Memorandum) (if any) applicable to the Securities as soon as reasonably practicable on the Business Day immediately following the Expiration Deadline.
General
The Offer will expire at the Expiration Deadline and the expected Settlement Date for the Offer is 30 September 2026.
The Issuer may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time, including, without limitation, modifying or waiving the Maximum Acceptance Amount (subject to applicable law and as provided in the Tender Offer Memorandum). Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.
The Issuer is under no obligation to accept any tender of Securities for purchase pursuant to the Offer. A tender of Securities for purchase may be rejected in the sole discretion of the Issuer for any reason and the Issuer is under no obligation to Securityholders to furnish any reason or justification for refusing to accept a tender of Securities for purchase. For example, a tender of Securities may be rejected if the Offer is terminated, if any such tender does not in the determination of the Issuer comply with the requirements of a particular jurisdiction or if the Issuer decides not to accept any tender of Securities or for any other reasons. No assurances can therefore be given that any tender will be accepted.
Further Information
For further information on the Offer and the further terms and conditions on which the Offer is made, Securityholders should refer to the Tender Offer Memorandum. Before making a decision with respect to the Offer, Securityholders should carefully consider all of the information in the Tender Offer Memorandum.
DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The Dealer Managers do not take responsibility for the contents of 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 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: (i) the Offer may be directed to the Dealer Managers; and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are on the last page of this announcement.
This announcement may contain inside information as defined in Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR") and is disclosed in accordance with the Issuer's obligations under Article 17 of MAR. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.
Announcement authorised for release by Jason Wright, Group Society Secretary.
EXPECTED TIMETABLE OF EVENTS
The times and dates below are indicative only.
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Events |
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Times and Dates |
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(All times are London time) |
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Commencement of the Offer |
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Announcement of the Offer. Tender Offer Memorandum available from the Tender Agent. |
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21 September 2026 |
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Pricing of the New Securities |
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Expected pricing of the New Securities by the Issuer. |
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Expected to be prior to the Expiration Deadline |
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Announcement of Maximum Acceptance Amount |
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Announcement of the Maximum Acceptance Amount.
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As soon as practicable following pricing of the New Securities |
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Expiration Deadline |
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Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Securityholders to be able to participate in the Offer. |
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4:00 p.m. (London time) on 25 September 2026 |
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Announcement of Results of the Offer |
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Announcement of whether the Issuer will accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tender of Securities for purchase pursuant to the Offer and, if so accepted, (i) the aggregate principal amount of the Securities accepted for purchase and (ii) the Scaling Factor (if any) applicable to the Securities. |
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28 September 2026 |
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Settlement Date |
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Subject to satisfaction or waiver of the New Financing Condition on or prior to such date, the expected Settlement Date for the Offer. Payment of Purchase Price and Accrued Interest Payment in respect of the Offer to Securityholders whose Securities have been accepted for purchase pursuant to the Offer. |
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Expected to be 30 September 2026 |
Securityholders 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 Securityholder in order for that Securityholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified in this announcement. The deadlines set by any such Intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the deadlines specified above.
Unless stated otherwise, announcements in connection with the Offer will be made by the Issuer by: (i) publication through RNS; and/or (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are on the last page of this announcement. Significant delays may be experienced where notices are delivered to the Clearing Systems and Securityholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Securityholders may contact the Dealer Managers for information using the contact details on the last page of this announcement.
Offer and Distribution Restrictions
United States
The Offer is 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. Accordingly, copies of the Tender Offer Memorandum or this announcement and any other documents or materials relating to the Offer 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 a U.S. Person and the Securities cannot be tendered in the Offer by any such use, means, instrumentality or facility from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Securities in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by 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.
Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. Persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons.
Each Securityholder participating in the Offer will represent that it is not a U.S. Person located in the United States and is not participating in the Offer 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 Offer from the United States and who is not a U.S. Person. For the purposes of this and the above two paragraphs, "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 Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB").
The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation").
Securityholders, or beneficial owners of the Securities, can tender some or all of their Securities pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Offer.
United Kingdom
The communication of this announcement by the Issuer, the Tender Offer Memorandum and any other documents or materials relating to the Offer 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 FSMA. 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 is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to: (1) 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, as amended (the "Financial Promotion Order")) or (2) persons who are within Article 43(2) of the Financial Promotion Order or (3) any other person to whom it may otherwise lawfully be made under the Financial Promotion Order.
France
This announcement, the Tender Offer Memorandum and any other offering material relating to the Offer may not be distributed in the Republic of France except to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended.
Canada
The Offer and any solicitation in respect thereof, are not being made, directly or indirectly, in Canada or to any holder of the Securities who is resident and/or located in or otherwise subject to the securities laws of any province or territory of Canada unless such holder is a permitted client (as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations). Accordingly, Canadian holders of the Securities are hereby notified that, to the extent such holders of Securities are not permitted clients, the Offer is not available to them and they may not accept the Offer. As such, any tenders of Securities received from such persons or entities shall be ineffective and void. This announcement, the Tender Offer Memorandum and any other documents or offering materials relating to the Offer may be distributed or made available in Canada only to persons that are permitted clients and neither this announcement nor the Tender Offer Memorandum constitute an offer or an invitation to participate in the Offer to any person in or resident in Canada or otherwise subject to the securities laws of any province or territory of Canada that is not a permitted client.
Spain
Neither the Offer nor this Tender Offer Memorandum constitute an offer of securities or the solicitation of an offer of securities in Spain which require the approval and the publication of a prospectus under Regulation (EU) 2017/1129 or Spanish Law 6/2023, of 17 March, on the Securities Markets and the Investment Services (Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión), as amended from time to time, and its ancillary and related regulations. Accordingly, this Tender Offer Memorandum has not been and will not be submitted for approval nor approved by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores).
General
None of this announcement, the Tender Offer Memorandum or the electronic transmission thereof, constitutes an offer to buy or the solicitation of an offer to sell Securities (and tender of Securities for purchase pursuant to the Offer will not be accepted from Securityholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.
Nothing in this announcement, the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Securities in the United States or any other jurisdiction.
In addition to the representations referred to above in respect of the United States, each Securityholder participating in the Offer by submitting a valid Tender Instruction will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Any tender of Securities for purchase pursuant to the Offer from a Securityholder that is unable to make these representations will not be accepted. Each of the Issuer, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to the Offer, whether any such representation given by a Securityholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender shall not be accepted.
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THE ISSUER |
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Nationwide Building Society Nationwide House Pipers Way Swindon SN38 1NW United Kingdom |
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DEALER MANAGERS |
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J.P. Morgan Securities plc 25 Bank Street
Telephone: +44 (0) 20 7134 2468 Email: liability_management_EMEA@jpmorgan.com Attention: EMEA Liability Management Group |
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 Attention: David Shilson Email: nationwide@is.kroll.com Website: https://deals.is.kroll.com/nationwide
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