Nationwide Building Society
OFFERING CIRCULAR dated 15 June 2020 Nationwide Building Society (incorporated in England under the Building Societies Act 1986, as amended) £750,000,000 Reset Perpetual Contingent Convertible Additional Tier 1 Capital Securities Issue price: 100.00 per cent. Nationwide Building Society (the "Society") expects to issue £750,000,000 Reset Perpetual Contingent Convertible Additional Tier 1 Capital Securities (the "Securities") on or about 17 June 2020 (the "Issue Date"). The Securities will bear interest, in accordance with the conditions of issue of the Securities (the "Conditions"), on their nominal amount from (and including) the Issue Date at the applicable Interest Rate described below. Subject to cancellation as set out in the Conditions, interest shall be payable on the Securities semi-annually in arrear in equal instalments on 20 June and 20 December in each year (each, an "Interest Payment Date"), commencing on 20 December 2020 (with a long first interest period). For each Interest Period which commences prior to 20 December 2027 (the "First Reset Date"), the Interest Rate shall be 5.750 per cent. per annum. For each Interest Period which commences on or after the First Reset Date, the Interest Rate shall be the sum of the Benchmark Gilt Reset Reference Rate (as defined in the Conditions) in relation to that period and the initial credit spread of 5.625 per cent. per annum. Any payment of interest may be cancelled (in whole or in part) in the sole discretion of the Society, and shall be cancelled (in whole or in part) in certain circumstances described herein, including (without limitation) if the Society has insufficient distributable items available for paying interest or for regulatory or solvency reasons.
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