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Nationwide Building Society gets approval to change bond program
By Angela McDaniels
Tacoma, Wash., June 21 Nationwide Building Society received bondholder consent to make changes to its 45 billion covered bond program, according to a company filing with the London Stock Exchange.
The consent solicitation began May 26 and ended at 11 a.m. ET on June 16.
The holders of 82.79% of the bonds cast votes on three extraordinary resolutions at a meeting at 5 a.m. ET on June 21 in London.
The company said 99.39%, 99.39% and 99.15% of the votes cast were in favor of the first extraordinary resolution, the second extraordinary resolution and the third extraordinary resolution, respectively.
Holders who sent electronic voting instructions or proxies by 11 a.m. ET on June 10, the early voting deadline, will receive a consent fee of 0.01% for each extraordinary resolution for which they voted in favor.
Because all three extraordinary resolutions passed, the company will pay an additional consent fee of 0.02% to holders who voted in favor of all three extraordinary resolutions for a total combined consent fee of 0.05%.
The consent fees will be paid by July 6.
Extraordinary resolutions
The first extraordinary resolution makes some swap-related changes to the bond program, the second makes amendments to the bank account structure of the program, and the third makes other amendments to the program.
The company said the changes are meant to bring the program up to date and in line with other U.K.-regulated covered bond programs.
The market environment in which Nationwide operates its business has undergone significant changes in the years since 2005 when the program was established, the company said in a prior filing.
As part of this exercise, Nationwide will incorporate current rating agency swap and counterparty criteria, which it said will result in updated and simplified disclosure across Nationwide Covered Bonds LLP's portfolio of covered bond swaps (liability side) by aligning all of these swaps with a single fully updated International Swaps and Derivatives Association, Inc. document and a similar separate swap agreement for the interest rate swaps (asset side).
Nationwide will also incorporate some structural efficiencies that it said will help to reduce credit exposure to third parties.
A number of other proposals add features to the program that Nationwide said it would introduce if it were setting up the program today.
Moodys Investors Service, Fitch Ratings and S&P have reviewed the covered bondholder proposals and expect no negative rating impact, according to Nationwide.
The following bonds were covered by the consent solicitation:
2 billion series 2007-01 tranche 2 covered bonds due 2022;
NOK 500 million series 2010-02 covered bonds due 2020;
NOK 500 million series 2011-01 covered bonds due 2021;
£750 million series 2011-02 covered bonds due 2026;
1.25 billion series 2011-03 covered bonds due 2021;
30 million series 2011-04 covered bonds due 2031;
132 million series 2011-05 N covered bonds due 2025;
50 million series 2011-06 N covered bonds due 2023;
NOK 500 million series 2011-07 covered bonds due 2021;
50 million series 2011-09 N covered bonds due 2032;
NOK 400 million series 2011-10 covered bonds due 2018;
58 million series 2011-11 N covered bonds due 2017;
100 million series 2011-13 N covered bonds due 2026;
40 million series 2011-14 N covered bonds due 2029;
50 million series 2011-15 N covered bonds due 2026;
103 million series 2011-17 N covered bonds due 2027;
40 million series 2011-18 N covered bonds due 2029;
1.5 billion series 2011-19 covered bonds due 2016;
£100 million series 2011-20 covered bonds due 2026;
£100 million series 2011-21 covered bonds due 2028;
£50 million series 2011-22 covered bonds due 2031;
77 million series 2011-23 N covered bonds due 2032;
116 million series 2012-02 N covered bonds due 2027;
88 million series 2012-03 N covered bonds due 2030;
157.5 million series 2012-06 N covered bonds due 2028;
1 billion series 2014-01 covered bonds due 2019;
750 million series 2014-02 covered bonds due 2029;
£750 million series 2014-03 covered bonds due 2017;
56 million series 2014-04 N covered bonds due 2039;
50 million series 2014-05 N covered bonds due 2039;
1 billion series 2014-06 covered bonds due 2021;
50 million series 2014-07 covered bonds due 2039;
50 million series 2015-01 covered bonds due 2030;
750 million series 2015-02 covered bonds due 2027;
25 million series 2015-03 N covered bonds due 2035;
£750 million series 2015-04 covered bonds due 2018;
50 million series 2015-05 covered bonds due 2035;
105 million series 2015-06 covered bonds due 2034;
100 million series 2015-07 covered bonds due 2031;
50 million series 2015-08 N covered bonds due 2035;
45 million series 2015-09 N covered bonds due 2035;
1 billion series 2015-10 covered bonds due 2020;
1 billion series 2015-11 covered bonds due 2022;
35 million series 2015-12 covered bonds due 2035;
50 million series 2015-13 covered bonds due 2032;
25 million series 2015-14 covered bonds due 2035;
100 million series 2015-15 covered bonds due 2020;
25 million series 2016-01 covered bonds due 2041;
30 million series 2016-02 covered bonds due 2041;
51 million series 2016-03 covered bonds due 2036;
50 million series 2016-04 covered bonds due 2036;
40 million series 2016-05 covered bonds due 2041;
25 million series 2016-06 covered bonds due 2023;
1.25 billion series 2016-07 covered bonds due 2021;
30 million series 2016-08 covered bonds due 2036;
50 million series 2016-09 covered bonds due 2038;
50 million series 2016-10 covered bonds due 2031;
40 million series 2016-11 covered bonds due 2036;
80 million series 2016-12 covered bonds due 2021;
£750 million series 2016-13 covered bonds due 2019;
60 million series 2016-14 covered bonds due 2041; and
25 million series 2016-15 covered bonds due 2041.
Barclays Bank plc (+44 203 134 8515 or eu.lm@barclays.com) was the solicitation agent. Citibank, NA, London Branch (+44 20 7508 3867 or exchange.gats@citi.com) was the information and tabulation agent.
Nationwide is a member-owned provider of retail financial services based in Swindon, England.
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