Tender Offer - Maximum Acceptance Amount
Nationwide Building Society
22 September 2026
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.
22 SEPTEMBER 2026
Nationwide Building Society
(incorporated in England under the Building Societies Act 1986)
Legal Entity Identifier (LEI): 549300XFX12G42QIKN82
ANNOUNCES MAXIMUM ACCEPTANCE AMOUNT IN RELATION TO TENDER OFFER TO PURCHASE SECURITIES FOR CASH
Further to the announcement dated 21 September 2026 in relation to the invitation of Nationwide Building Society (the "Issuer") 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, the Issuer hereby confirms that the Maximum Acceptance Amount is £750,000,000, subject to the New Financing Condition being satisfied or waived on or prior to the Settlement Date. As the Maximum Acceptance Amount is equal to the aggregate principal amount of the Securities, the Issuer confirms that it 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. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the tender offer memorandum prepared by the Issuer dated 21 September 2026 (the "Tender Offer Memorandum").
FURTHER INFORMATION
Securityholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the conditions of and procedures for participating in the Offer.
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.
A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. Any questions or requests for assistance in connection with: (i) the Offer, may be directed to the Dealer Managers; and (ii) the delivery of Tender Instructions or requests for additional copies of the Tender Offer Memorandum or related documents, which may be obtained free of charge, may be directed to the Tender Agent, the contact details for each of which are set out below.
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 |
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 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
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 before any decision is made with respect to the Offer. The Dealer Managers do not take responsibility for the contents of this announcement. If any Securityholder is in any doubt as to the action it should take, it is recommended to seek its own financial, legal and any other advice, including in respect of any financial, accounting, regulatory and tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Securities 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 Offer. None of the Issuer, the Dealer Managers or the Tender Agent or their respective directors, employees or affiliates makes any recommendation as to whether Securityholders should participate in the Offer and none of the Issuer, the Dealer Managers or the Tender Agent nor any of their respective affiliates will have any liability or responsibility in respect thereto. 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 above.
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