Docusign Envelope ID: 538C22DE-8E32-4E38-BAB8-1F78697EEED3
FINAL TERMS
21 March 2025
Nationwide Building Society
Issuer Legal Entity Identifier (LEI): 549300XFX12G42QIKN82
Issue of EUR 750,000,000 3.000% Series 2025-03 Fixed Rate Covered Bonds due March 2032
irrevocably and unconditionally guaranteed as to payment of principal and interest by Nationwide
Covered Bonds LLP under the €45 billion Global Covered Bond Programme
PART A - CONTRACTUAL TERMS
MIFID II PRODUCT GOVERNANCE/TARGET MARKET - Solely for the purposes of the manufacturers' product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturers target market assessment) and determining appropriate distribution channels.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET - Solely for the purposes of the manufacturers' product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (UK MiFIR); and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturers target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Covered Bonds 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 (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 (the Insurance Distribution Directive) as amended or superseded, 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 (the PRIIPs Regulation) for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
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Docusign Envelope ID: 538C22DE-8E32-4E38-BAB8-1F78697EEED3
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Covered Bonds 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 UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020) as amended, varied, superseded or substituted from time to time (EUWA); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Covered Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the base prospectus dated 21 June 2024 (the Base Prospectus), as supplemented by the supplementary prospectus dated 11 December 2024 (the Supplemental Prospectus), which constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the UK Prospectus Regulation). This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with such Base Prospectus and Supplemental Prospectus in order to obtain all the relevant information. The Base Prospectus and Supplemental Prospectus are available for viewing during normal business hours at the registered office of the Issuer and copies may be obtained from the specified office of each of the Paying Agents and have been published on the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
The LLP is not now, and immediately following the issuance of the Covered Bonds pursuant to the Trust Deed will not be, a "covered fund" for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956, as amended, commonly known as the "Volcker Rule". In reaching this conclusion, although other statutory or regulatory exemptions under the Investment Company Act of 1940, as amended, and under the Volcker Rule and its related regulations may be available, the LLP has relied on the exemption from registration set forth in Section 3(c)(5)(C) of the Investment Company Act of 1940, as amended. See "Certain Volcker Rule Considerations" in the Base Prospectus dated 21 June 2024, as supplemented by the supplementary prospectus dated 11 December 2024.
1. | (a) | Issuer: | Nationwide Building Society |
(b) | Guarantor: | Nationwide Covered Bonds LLP | |
2. | (a) | Series Number: | 2025-03 |
(b) | Tranche Number: | 1 | |
(c) | Series which Covered Bonds will be | Not Applicable | |
consolidated and form a single Series | |||
with: | |||
(d) | Date on which the Covered Bonds | Not Applicable | |
will be consolidated and form a | |||
single Series with the Series | |||
specified above: | |||
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Docusign Envelope ID: 538C22DE-8E32-4E38-BAB8-1F78697EEED3
3. | Specified Currency or Currencies: | Euro (EUR or €) |
- Nominal Amount of Covered Bonds to be €750,000,000 issued:
- Aggregate Nominal Amount of Covered Bonds:
(a) | Series: | €750,000,000 | |
(b) | Tranche: | €750,000,000 | |
6. | Issue Price: | 99.466% of the Aggregate Nominal Amount | |
7. | (a) | Specified Denominations: | €100,000 and integral multiples of €1,000 in excess |
thereof up to and including €199,000. No Covered | |||
Bonds in definitive form will be issued with a | |||
denomination above €199,000 | |||
(b) | Calculation Amount: | €1,000 | |
8. | (a) | Issue Date: | 24 March 2025 |
(b) | Interest Commencement Date: | Issue Date | |
9. | (a) | Final Maturity Date: | 24 March 2032 |
(b) | Extended Due for Payment Date of | 24 March 2033 | |
Guaranteed Amounts corresponding | |||
to the Final Redemption Amount | |||
under the Covered Bond Guarantee: | |||
10. | Interest Basis: | 3.000% Fixed Rate | |
(further particulars specified below) | |||
11. | Redemption/Payment Basis: | 100% of the nominal value | |
12. | Change of Interest Basis: | Paragraph 15 (Fixed Rate Covered Bond | |
Provisions) is applicable for the period from and |
including the Interest Commencement Date to but excluding the Final Maturity Date and paragraph 16 (Floating Rate Covered Bond Provisions) is applicable for the period from and including the Final Maturity Date to but excluding the Extended Due for Payment Date.
- Call Options:
- Date Board approval for issuance of Covered Bonds obtained:
Not Applicable
19 June 2024 and 21 March 2025 for the Issuer and the LLP, respectively
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Docusign Envelope ID: 538C22DE-8E32-4E38-BAB8-1F78697EEED3
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. | Fixed Rate Covered Bond Provisions: | Applicable from and including the Interest | |
Commencement Date to but excluding the Final | |||
Maturity Date | |||
(a) | Fixed Rate(s) of Interest: | 3.000% per annum payable in arrear on each | |
Interest Payment Date | |||
(b) | Interest Payment Date(s): | 24 March in each year from and including 24 March | |
2026 up to and including the Final Maturity Date | |||
(c) | Business Day Convention: | Following Business Day Convention, adjusted for | |
payment purposes only | |||
(d) | Business Day(s): | TARGET, London | |
Additional Business Centre(s): | Not Applicable | ||
(e) | Fixed Coupon Amount(s): | €30.00 per Calculation Amount | |
(f) | Initial Broken Amount: | Not Applicable | |
(g) | Final Broken Amount: | Not Applicable | |
(h) | Day Count Fraction: | Actual/Actual (ICMA) | |
(i) | Determination Date(s): | 24 March in each year | |
16. | Floating Rate Covered Bond Provisions: | Applicable from and including the Final Maturity | |
Date to but excluding the Extended Due for | |||
Payment Date | |||
(a) | Interest Period(s): | The period from and including the Final Maturity | |
Date or, as the case may be, a Specified Interest | |||
Payment Date, to but excluding the following | |||
Specified Interest Payment Date |
- Specified Interest Payment Date(s): 24 April 2032 and thereafter, the 24th day of each month up to and including the Extended Due for Payment Date or any other date on which the Covered Bonds are redeemed in full
(c) | First Interest Payment Date: | 24 April 2032 |
(d) | Business Day Convention: | Modified Following Business Day Convention |
(e) | Business Centre(s): | Not Applicable |
(f) | Manner in which the Rate(s) of | Screen Rate Determination |
Interest is/are to be determined: | ||
(g) | Party responsible for calculating the | Not Applicable |
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Docusign Envelope ID: 538C22DE-8E32-4E38-BAB8-1F78697EEED3
Rate(s) of Interest and/or Interest
Amount (if not the Agent):
- Screen Rate Determination:
- Reference Rate:
- Interest Determination Date(s):
- Term Rate:
- Overnight Rate:
- Index Determination:
- Observation Method:
- Observation Look- Back Period:
- Lock-OutDate:
- Relevant Screen Page:
- ISDA Determination:
- Margin(s):
- Minimum Rate of Interest:
- Maximum Rate of Interest:
- Day Count Fraction:
17. Zero Coupon Covered Bond Provisions:
Applicable
Compounded Daily €STR
Fifth TARGET Business Day prior to the end of each Interest Period
Not Applicable
Applicable
Not Applicable
Lag
5 TARGET Business Days
Not Applicable
Website of the European Central Bank
Not Applicable
+0.628% per annum.
0.00% per annum
Not Applicable
Actual/360
Not Applicable
PROVISIONS RELATING TO REDEMPTION BY THE ISSUER
18. | Call Option: | Not Applicable |
19. | Final Redemption Amount of each Covered | €1,000 per Calculation Amount |
Bond: | ||
20. | Early Redemption Amount(s) per | €1,000 per Calculation Amount |
Calculation Amount payable on redemption | ||
for taxation reasons, on acceleration | ||
following an Issuer Event of Default or an | ||
LLP Event of Default: | ||
GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS | ||
21. | Form of Covered Bonds: | Bearer Covered Bonds: |
Temporary Global Covered Bond exchangeable for | ||
a Permanent Global Covered Bond which is | ||
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Docusign Envelope ID: 538C22DE-8E32-4E38-BAB8-1F78697EEED3
exchangeable for Bearer Definitive Covered Bonds in definitive form only after an Exchange Event
22. | New Global Covered Bond: | Yes |
23. Financial Centre(s) relating to payment Not Applicable dates:
24. | Talons for future Coupons to be attached to No |
Bearer Definitive Covered Bonds (and dates | |
on which such Talons mature): |
25. Redenomination, renominalisation and Not Applicable reconventioning provisions:
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Docusign Envelope ID: 538C22DE-8E32-4E38-BAB8-1F78697EEED3
PART B - OTHER INFORMATION
1. LISTING
(a) | Admission to trading: | Application has been made by the Issuer (or on its |
behalf) for the Covered Bonds to be admitted to | ||
trading on the London Stock Exchange's main | ||
market and to be listed on the Official List of the | ||
FCA with effect from the Issue Date. |
- Estimate of total expenses related to £6,350 admission to trading:
2. RATINGS
The Covered Bonds to be issued are expected to be rated:
S&P:AAA
(endorsed by S&P Global Ratings Europe Limited)
Fitch:AAA
(endorsed by Fitch Ratings Ireland Limited)
Fitch Ratings Limited and S&P Global Ratings UK Ltd. are established in the UK and are registered in accordance with Regulation (EC) No. 1060/2009 as it forms part of domestic law by virtue of the EUWA
(the UK CRA Regulation).
Fitch Ratings Limited (endorsed by Fitch Ratings Ireland Limited) has, in its 11 June 2024 publication "Ratings Definitions", described a credit rating of 'AAA in the following terms: "AAA' ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events".
S&P Global Ratings UK Ltd. (endorsed by S&P Global Ratings Europe Limited) has, in its 15 October 2024 publication "S&P Global Ratings Definitions", described a credit rating of 'AAA in the following terms: "An obligation rated 'AAA' has the highest rating assigned by S&P Global Ratings. The obligor's capacity to meet its financial commitments on the obligation is extremely strong."
3. PROVISIONS RELATING TO THE JUMBO INTEREST RATE SWAPS
BMR Spread: | 1.8% per annum |
Fixed Rate Spread: | 1.5% per annum |
SMR Spread: | 3.2% per annum |
Tracker Rate Spread: | 1.7% per annum |
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Docusign Envelope ID: 538C22DE-8E32-4E38-BAB8-1F78697EEED3
4. REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS
(i) | Reasons for the offer | See "Use of Proceeds" in the Base Prospectus |
(ii) | Estimated net proceeds: | €744,495,000 |
- INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in Subscription and Sale and Transfer and Selling Restrictions, so far as the Issuer and the LLP are aware, no person involved in the issue of the Covered Bonds has an interest material to the offer. The Joint Lead Managers and their affiliates have engaged and may in the future engage in investment banking and/or commercial banking transactions with and may perform other services for the Issuer and/or the LLP and its or their affiliates in the ordinary course of business. - OPERATIONAL INFORMATION:
(a) | ISIN Code: | XS3025442479 |
(b) | Common Code: | 302544247 |
(c) | CFI Code: | DTFXFB, as updated, as set out on the website of |
the Association of National Numbering Agencies | ||
(ANNA) or alternatively sourced from the | ||
responsible National Numbering Agency that | ||
assigned the ISIN | ||
(d) | FISN: | NATIONWIDE BUIL/1EMTN 20330317, as |
updated, as set out on the website of the Association | ||
of National Numbering Agencies (ANNA) or | ||
alternatively sourced from the responsible National | ||
Numbering Agency that assigned the ISIN |
- Insert here any other relevant codes such as CUSIP AND CINS codes:
- Names and addresses of additional Paying Agent(s) (if any):
- Intended to be held in a manner which would allow Eurosystem eligibility:
Not Applicable
Not Applicable
Yes. Note that the designation "yes" means that the Covered Bonds are intended upon issue to be deposited with one of the ICSDs as common safekeeper or registered in the name of a nominee of one of the ICSDs acting as common safekeeper, and does not necessarily mean that the Covered Bonds will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.
(h) | Relevant Benchmark(s): | €STR is provided by the European Central Bank. As |
far as the Issuer is aware, as at the date hereof, €STR | ||
does not fall within the scope of the UK | ||
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Docusign Envelope ID: 538C22DE-8E32-4E38-BAB8-1F78697EEED3
Benchmarks Regulation.
7. DISTRIBUTION
US Selling Restrictions: | Reg. S Compliance Category 2; TEFRA D |
8. YIELD (Fixed Rate Covered Bonds only)
Indication of yield: | 3.086% per annum | |
The yield is calculated at the Issue Date on the basis | ||
of the Issue Price. It is not an indication of future | ||
yield. | ||
9. | US FEDERAL INCOME | TAX Not Applicable |
CONSIDERATIONS |
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Docusign Envelope ID: 538C22DE-8E32-4E38-BAB8-1F78697EEED3
Signed on behalf of the Issuer:
By: ___________________________________
Duly authorised
Signed on behalf of the LLP:
By: ___________________________________
Duly authorised
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Nationwide Building Society published this content on March 24, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 24, 2025 at 15:34:08.110.
