Nationwide Building Society Amendments to the Transaction Documents (5519C)
October 01 2018 - 8:11AM
UK Regulatory
TIDMNBS TIDM96MN
RNS Number : 5519C
Nationwide Building Society
01 October 2018
RNS ANNOUNCEMENT
NATIONWIDE BUILDING SOCIETY
EUR45,000,000,000 GLOBAL COVERED BOND PROGRAMME
1 October 2018
Announcement regarding amendments to the Transaction
Documents
Pursuant to the changes made to the Fitch Rating Criteria with
effect on and from 1 August 2018:
a) Clause 7.1(c)(ii)(Termination Events) of the Bank Account
Agreement has been amended and restated from:
"if the unsecured, unsubordinated and unguaranteed debt
obligation ratings of the Account Bank fall below A-1 short-term or
A long-term (or, if not rated at least A-1 short-term, at least A+
long-term) by S&P or F1 short-term or A long-term by Fitch or
the deposit ratings of the Account Bank fall below P-1 short-term
or A2 long-term by Moody's (collectively, the Account Bank Required
Ratings) and the Account Bank does not, within 30 calendar days of
such occurrence, (A) close the GIC Account, the Transaction
Account, each Covered Bond Swap Collateral Account and each
Interest Rate Swap Collateral Account, in each case that is held
with Nationwide, and open replacement accounts with one or more
financial institutions each (I) having all of the Account Bank
Required Ratings and (II) being an authorised institution under
FSMA 2000 or (B) obtain an unconditional and unlimited guarantee of
its obligations under this Agreement from one or more financial
institutions each having all of the Account Bank Required Ratings
(provided that in the case of each of (A) and (B) above, the Rating
Agencies then rating the Covered Bonds confirm that the Covered
Bonds would not be adversely affected thereby and any cost will be
borne by the Account Bank); or"
to
"if the unsecured, unsubordinated and unguaranteed debt
obligation ratings of the Account Bank fall below A-1 short-term or
A long-term (or, if not rated at least A-1 short-term, at least A+
long-term) by S&P or F1 short-term or A long-term by Fitch or
the deposit ratings of the Account Bank fall below P-1 short-term
or A2 long-term by Moody's (collectively, the Account Bank Required
Ratings) and the Account Bank does not, within 60 calendar days of
such occurrence, (A) close the GIC Account, the Transaction
Account, each Covered Bond Swap Collateral Account and each
Interest Rate Swap Collateral Account, in each case that is held
with Nationwide, and open replacement accounts with one or more
financial institutions each (I) having all of the Account Bank
Required Ratings and (II) being an authorised institution under
FSMA 2000 or (B) obtain an unconditional and unlimited guarantee of
its obligations under this Agreement from one or more financial
institutions each having all of the Account Bank Required Ratings
(provided that in the case of each of (A) and (B) above, the Rating
Agencies then rating the Covered Bonds confirm that the Covered
Bonds would not be adversely affected thereby and any cost will be
borne by the Account Bank); or"; and
(b) Clause 4.1(d)(Establishment of Bank Accounts) of the Cash
Management Agreement has been amended and restated from:
"Other than with respect to the Collateralised GIC Account, the
Cash Manager hereby confirms that if any of the ratings of an
Account Bank fall below the Account Bank Ratings (or such other
ratings that may be agreed from time to time between the parties to
this Agreement and the relevant Rating Agency confirms that the
then current ratings of the Covered Bonds would not be adversely
affected thereby), then (unless such Account Bank obtains a
guarantor for its obligations under the Bank Account Agreement
having at least the Account Bank Ratings within 30 calendar days of
the first downgrade by a Rating Agency below the Account Bank
Ratings and the Rating Agencies then rating the Covered Bonds
confirm that the Covered Bonds would not be adversely affected
thereby), it shall, immediately on expiry of that 30 calendar day
period:
(i) serve a Stand-by Account Bank Notice on a Stand-by Account Bank; and
(ii) transfer (A) amounts standing to the credit of the GIC
Account (and any other bank account (other than the Transaction
Account and any Covered Bond Swap Collateral Account and any
Interest Rate Swap Collateral Account) held by the LLP with the
Account Bank) to (1) the Collateralised GIC Account, provided that
such amounts constitute Deposit Non-Reserved Amounts and that the
conditions of Clause 4.6 are met, or (2) a Stand-by GIC Account or
other GIC Account, (B) amounts standing to the credit of the
Transaction Account to a Stand-by Transaction Account, (C) amounts
standing to the credit of each Covered Bond Swap Collateral Account
to either (1) the Collateralised GIC Account, provided that such
amounts constitute Swap Collateral cash amounts and that the
conditions of Clause 4.6 are met, or (2) the corresponding Stand-by
Covered Bond Swap Collateral Account or other Covered Bond Swap
Collateral Account, and (D) amounts standing to the credit of each
Interest Rate Swap Collateral Account to either (1) the
Collateralised GIC Account, provided that such amounts constitute
Swap Collateral cash amounts and that the conditions of Clause 4.6
are met, or (2) the corresponding Stand-by Interest Rate Swap
Collateral Account or other Interest Rate Swap Collateral Account,
and in relation to (A), (C) and (D), provided further that no
monies shall be credited to the Collateralised GIC Account for so
long as Nationwide's "Issuer Default Ratings" are below BBB- by
Fitch."
to
"Other than with respect to the Collateralised GIC Account, the
Cash Manager hereby confirms that if any of the ratings of an
Account Bank fall below the Account Bank Ratings (or such other
ratings that may be agreed from time to time between the parties to
this Agreement and the relevant Rating Agency confirms that the
then current ratings of the Covered Bonds would not be adversely
affected thereby), then (unless such Account Bank obtains a
guarantor for its obligations under the Bank Account Agreement
having at least the Account Bank Ratings within 60 calendar days of
the first downgrade by a Rating Agency below the Account Bank
Ratings and the Rating Agencies then rating the Covered Bonds
confirm that the Covered Bonds would not be adversely affected
thereby), it shall, immediately on expiry of that 60 calendar day
period:
(iii) serve a Stand-by Account Bank Notice on a Stand-by Account Bank; and
(iv) transfer (A) amounts standing to the credit of the GIC
Account (and any other bank account (other than the Transaction
Account and any Covered Bond Swap Collateral Account and any
Interest Rate Swap Collateral Account) held by the LLP with the
Account Bank) to (1) the Collateralised GIC Account, provided that
such amounts constitute Deposit Non-Reserved Amounts and that the
conditions of Clause 4.6 are met, or (2) a Stand-by GIC Account or
other GIC Account, (B) amounts standing to the credit of the
Transaction Account to a Stand-by Transaction Account, (C) amounts
standing to the credit of each Covered Bond Swap Collateral Account
to either (1) the Collateralised GIC Account, provided that such
amounts constitute Swap Collateral cash amounts and that the
conditions of Clause 4.6 are met, or (2) the corresponding Stand-by
Covered Bond Swap Collateral Account or other Covered Bond Swap
Collateral Account, and (D) amounts standing to the credit of each
Interest Rate Swap Collateral Account to either (1) the
Collateralised GIC Account, provided that such amounts constitute
Swap Collateral cash amounts and that the conditions of Clause 4.6
are met, or (2) the corresponding Stand-by Interest Rate Swap
Collateral Account or other Interest Rate Swap Collateral Account,
and in relation to (A), (C) and (D), provided further that no
monies shall be credited to the Collateralised GIC Account for so
long as Nationwide's "Issuer Default Ratings" are below BBB- by
Fitch.".
For further information, please contact
Alexander Wall
Head of Treasury Investor Relations & Ratings Agencies
Tel: +44 (0)20 7267 6568
E-mail: Alexander.Wall@Nationwide.co.uk
Michael Constantine
Senior Counsel, Treasury
Tel: +44 (0)20 7261 6127
E-mail: Michael.Constantine@nationwide.co.uk
Nationwide Building Society
One Threadneedle Street
London
EC2R 8AW
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