Notice of Results of Covered Bondholder Meeting

RNS ANNOUCEMENT

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL

NATIONWIDE BUILDING SOCIETY

(the Issuer)

(incorporated in England and Wales under the Building Societies Act 1986, as amended)

 

NOTICE OF RESULTS OF MEETINGS

to each of the holders of the outstanding:

 

€2,000,000,000 Series 2007-01 Tranche 2 Covered Bonds due 2022 (ISIN: XS0289011198, Common Code: 028901119);

kr500,000,000 Series 2010-02 Covered Bonds due 2020 (ISIN: XS0550431083, Common Code: 055043108);

kr500,000,000 Series 2011-01 Covered Bonds due 2021 (ISIN: XS0582521661, Common Code: 058252166);

£750,000,000 Series 2011-02 Covered Bonds due 2026 (ISIN: XS0584363724, Common Code: 058436372);

€1,250,000,000 Series 2011-03 Covered Bonds due 2021 (ISIN: XS0589642049, Common Code: 058964204);

€30,000,000 Series 2011-04 Covered Bonds due 2031 (ISIN: XS0592707615, Common Code: 059270761);

€132,000,000 Series 2011-05 N Covered Bonds due 2025;

€50,000,000 Series 2011-06 N Covered Bonds due 2023;

kr500,000,000 Series 2011-07 Covered Bonds due 2021 (ISIN: XS0605287217, Common Code: 060528721);

€50,000,000 Series 2011-09 N Covered Bonds due 2032;

kr400,000,000 Series 2011-10 Covered Bonds due 2018 (ISIN: XS0622731197, Common Code: 062273119);

€58,000,000 Series 2011-11 N Covered Bonds due 2017;

€100,000,000 Series 2011-13 N Covered Bonds due 2026;

€40,000,000 Series 2011-14 N Covered Bonds due 2029;

€50,000,000 Series 2011-15 N Covered Bonds due 2026;

€103,000,000 Series 2011-17 N Covered Bonds due 2027;

€40,000,000 Series 2011-18 N Covered Bonds due 2029;

€1,500,000,000 Series 2011-19 Covered Bonds due 2016 (ISIN: XS0690482426, Common Code: 069048242);

£100,000,000 Series 2011-20 Covered Bonds due 2026 (ISIN: XS0697790342, Common Code: 069779034);

£100,000,000 Series 2011-21 Covered Bonds due 2028 (ISIN: XS0697790185, Common Code: 069779018);

£50,000,000 Series 2011-22 Covered Bonds due 2031 (ISIN: XS0697790425, Common Code: 069779042);

€77,000,000 Series 2011-23 N Covered Bonds due 2032;

€116,000,000 Series 2012-02 N Covered Bonds due 2027;

€88,000,000 Series 2012-03 N Covered Bonds due 2030;

€157,500,000 Series 2012-06 N Covered Bonds due 2028;

€1,000,000,000 Series 2014-01 Covered Bonds due 2019 (ISIN: XS1081041557, Common Code: 108104155);

€750,000,000 Series 2014-02 Covered Bonds due 2029 (ISIN: XS1081100239, Common Code: 108110023);

£750,000,000 Series 2014-03 Covered Bonds due 2017 (ISIN: XS1087802234, Common Code: 108780223);

€56,000,000 Series 2014-04 N Covered Bonds due 2039;

€50,000,000 Series 2014-05 N Covered Bonds due 2039;

€1,000,000,000 Series 2014-06 Covered Bonds due 2021 (ISIN: XS1130066175, Common Code: 113006617);

€50,000,000 Series 2014-07 Covered Bonds due 2039 (ISIN: XS1151430185, Common Code: 115143018);

€50,000,000 Series 2015-01 Covered Bonds due 2030 (ISIN: XS1177825814, Common Code: 117782581);

€750,000,000 Series 2015-02 Covered Bonds due 2027 (ISIN: XS1207683522, Common Code: 120768352);

€25,000,000 Series 2015-03 N Covered Bonds due 2035;

£750,000,000 Series 2015-04 Covered Bonds due 2018 (ISIN: XS1223775716, Common Code: 122377571);

€50,000,000 Series 2015-05 Covered Bonds due 2035 (ISIN: XS1225157533, Common Code: 122515753);

€105,000,000 Series 2015-06 Covered Bonds due 2034 (ISIN: XS1242438742, Common Code: 124243874);

€100,000,000 Series 2015-07 Covered Bonds due 2031 (ISIN: XS1261795378, Common Code: 126179537);

€50,000,000 Series 2015-08 N Covered Bonds due 2035;

€45,000,000 Series 2015-09 N Covered Bonds due 2035;

€1,000,000,000 Series 2015-10 Covered Bonds due 2020 (ISIN: XS1268460885, Common Code: 126846088);

€1,000,000,000 Series 2015-11 Covered Bonds due 2022 (ISIN: XS1308693867, Common Code: 130869386);

€35,000,000 Series 2015-12 Covered Bonds due 2035 (ISIN: XS1316442992, Common Code: 131644299);

€50,000,000 Series 2015-13 Covered Bonds due 2032 (ISIN: XS1332497616, Common Code: 133249761);

€25,000,000 Series 2015-14 Covered Bonds due 2035 (ISIN: XS1333830005, Common Code: 133383000);

€100,000,000 Series 2015-15 Covered Bonds due 2020 (ISIN: XS1334768733, Common Code: 133476873);

€25,000,000 Series 2016-01 Covered Bonds due 2041 (ISIN: XS1350139439, Common Code: 135013943);

€30,000,000 Series 2016-02 Covered Bonds due 2041 (ISIN: XS1352028432, Common Code: 135202843);

€51,000,000 Series 2016-03 Covered Bonds due 2036 (ISIN: XS1369280661, Common Code: 136928066);

€50,000,000 Series 2016-04 Covered Bonds due 2036 (ISIN: XS1371729259, Common Code: 137172925);

€40,000,000 Series 2016-05 Covered Bonds due 2041 (ISIN: XS1371979284, Common Code: 137197928);

€25,000,000 Series 2016-06 Covered Bonds due 2023 (ISIN: XS1373029856, Common Code: 137302985);

€1,250,000,000 Series 2016-07 Covered Bonds due 2021 (ISIN: XS1374414891, Common Code: 137441489);

€30,000,000 Series 2016-08 Covered Bonds due 2036 (ISIN: XS1378944836, Common Code: 137894483);

€50,000,000 Series 2016-09 Covered Bonds due 2038 (ISIN: XS1380330826, Common Code: 138033082);

€50,000,000 Series 2016-10 Covered Bonds due 2031 (ISIN: XS1380328259, Common Code: 138032825);

€40,000,000 Series 2016-11 Covered Bonds due 2036 (ISIN: XS1384262389, Common Code: 138426238);

€80,000,000 Series 2016-12 Covered Bonds due 2021 (ISIN: XS1385380289, Common Code: 138538028);

£750,000,000 Series 2016-13 Covered Bonds due 2019 (ISIN: XS1397740603, Common Code: 139774060);

€60,000,000 Series 2016-14 Covered Bonds due 2041 (ISIN: XS1397982874, Common Code: 139798287); and

€25,000,000 Series 2016-15 Covered Bonds due 2041 (ISIN: XS1407047411, Common Code: 140704741)

The Issuer announces today that holders of certain of the Covered Bonds (as set out in the table below) approved, by a series of  Extraordinary Resolutions relating to the First Covered Bondholder Proposal, the Second Covered Bondholder Proposal and the Third Covered Bondholder Proposal (each as defined in the consent solicitation memorandum of the Issuer dated 26 May 2016 (the Consent Solicitation Memorandum), and together the Covered Bondholder Proposal) in respect of the Issuer's covered bond programme (the Programme). 

The necessary quorum was achieved at a meeting of the Covered Bonds convened by the Issuer on Tuesday, 21 June 2016 (the Meeting) by the delivery of a notice on Thursday, 26 May 2016 (the Notice of Meeting).

The Meeting was held for the purpose of considering and, if thought fit, passing the First Extraordinary Resolution, the Second Extraordinary Resolution and the Third Extraordinary Resolution as set out in the Notice of Meeting which resolutions were each proposed as an Extraordinary Resolution in accordance with the provisions of the Trust Deed dated 30 November 2005 (as amended or supplemented from time to time, the Trust Deed) made between the Issuer and Citicorp Trustee Company Limited (the Bond Trustee) acting as trustee for the Covered Bondholders (including holders of the Covered Bonds).

Full details of the Covered Bondholder Proposal are set out in the Consent Solicitation Memorandum.

The modifications referred to in the Extraordinary Resolutions will be implemented only subject to certain conditions precedent as set out in the Consent Solicitation Memorandum.

Capitalised terms used but not otherwise defined herein shall have the meanings ascribed to them in the Consent Solicitation Memorandum.

Capitalised terms used but not otherwise defined herein or in the Consent Solicitation Memorandum shall have the meanings ascribed to them in the Trust Deed.

 

 

Extraordinary Resolution	Percentage of outstanding principal amount of the Covered Bonds in respect of which voting instructions were submitted and votes cast at the relevant meeting	Quorum reached	Percentage (of the relevant total of votes cast) which were in favour	Extraordinary Resolution passed
First Extraordinary Resolution	82.79%	Yes	99.39%	Yes
Second Extraordinary Resolution	82.79%	Yes	99.39%	Yes
Third Extraordinary Resolution	82.79%	Yes	99.15%	Yes

 

The Issuer will pay any Consent Fees due to Covered Bondholders on or prior to 6 July 2016.

Barclays Bank PLC (telephone: +44 203 134 8515, attention: Liability Management Group, email: [email protected]) and Nationwide Building Society acted as Solicitation Agents, and Citibank, N.A., London Branch (telephone: +44 20 7508 3867, attention: Exchange Team, email: [email protected]) was Information and Tabulation Agent for the Consent Solicitation and the Covered Bondholder Proposal.