Nationwide Building Society Consent Solicitation Early Consent Deadline (9809D)
February 06 2018 - 2:00AM
UK Regulatory
TIDMNBS TIDMNAWI
RNS Number : 9809D
Nationwide Building Society
06 February 2018
Nationwide Building Society
(incorporated in England under the Building Societies Act 1986,
as amended)
update regarding the consent solicitation and proposal to all
holders (the Noteholders) of its outstanding
EUR750,000,000 6.75 per cent. Subordinated Notes due 22 July
2020 (ISIN: XS0527239221) (the Notes)
6 February 2018. On 25 January 2018, Nationwide Building Society
(the Society) announced an invitation (the Consent Solicitation) to
holders of the Notes to consent to the modification of the terms
and conditions of the Notes (the Conditions) and the Trust Deed
constituting the Notes, as proposed by the Society (the Proposal)
for approval by an extraordinary resolution (an Extraordinary
Resolution) at a meeting of the Noteholders (the Meeting), all as
further described in the Consent Solicitation Memorandum prepared
by the Society dated 25 January 2018 (the Consent Solicitation
Memorandum). Capitalised terms used and not otherwise defined in
this announcement have the meaning given in the Consent
Solicitation Memorandum.
The Early Consent Deadline for the Consent Solicitation was 4.00
p.m. (London time) on 5 February 2018. As at the Early Consent
Deadline, Solicitation Instructions had been received in respect of
79.31 per cent. of the aggregate principal amount of the Notes
outstanding, of which 99.62 per cent. are instructions in favour of
the Extraordinary Resolution.
Accordingly, subject to any revocation of Solicitation
Instructions in the limited circumstances in which revocation is
permitted as described in the Consent Solicitation Memorandum, the
Meeting of Noteholders convened for 10.00 a.m. (London time) on 20
February 2018 will be quorate and the Extraordinary Resolution will
be passed.
The Society will announce the results of the Meeting as soon as
reasonably practicable after the Meeting.
Further details on the transaction can be obtained from:
THE SOLICITATION AGENTS
BNP Paribas UBS Limited
10 Harewood Avenue 5 Broadgate
London NW1 6AA London EC2M 2QS
United Kingdom United Kingdom
Telephone: +44 20 7595 Telephone: +44 20 7568
8668 2133
Attention: Liability Management Attention: Liability Management
Group Group
Email: liability.management@bnpparibas.com Email: ol-liabilitymanagement-eu@ubs.com
Requests for documentation and information in relation to the
procedures for delivering Solicitation Instructions should be
directed to:
TABULATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson / Arlind Bytyqi
Email: nationwide@lucid-is.com
Inside Information Notice
This announcement is released by Nationwide Building Society and
contains information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 (MAR). For the purposes of MAR and Article
2 of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Alex Wall, Head of Capital, Ratings &
Investor Relations of Nationwide Building Society.
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 Noteholder is in any doubt as to the action it
should take or is unsure of the impact of the implementation of the
Consent Solicitation or the Proposal, it is recommended to seek its
own financial and legal advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate
in the Consent Solicitation or otherwise participate in the
Proposal. None of the Society, the Solicitation Agents, the
Tabulation Agent, the Trustee or the Principal Paying Agent makes
any recommendation whether Noteholders should participate in the
Consent Solicitation or otherwise participate in the Proposal.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to purchase or sell any
security in any jurisdiction. The distribution of this announcement
and the Consent Solicitation Memorandum in certain jurisdictions
may be restricted by law, and persons into whose possession this
announcement or the Consent Solicitation Memorandum comes are
requested 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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