The Covered Bond Report

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Nationwide gets consent for programme amendments

Nationwide gained bondholder consent yesterday (Tuesday) for a range of updates that it said will bring its covered bond programme into line with those of other UK issuers, with over 99% of votes cast supporting amendments including changes to the asset swaps and the account bank structure.

Nationwide Building Society on 26 May announced the consent solicitation targeting all 62 covered bonds outstanding under its Eu45bn programme.

The UK issuer was seeking bondholder consent to incorporate various changes to the programme through three separate resolutions, which it said would bring it into line with other UK covered bond programmes. Nationwide said that it had not sought to make material changes to the programme since it was established in 2005, and noted that much has changed in the market environment since then.

The first resolution related to the incorporation of current rating agency swap and counterparty criteria, the second to amendments to the bank account structure, and the third to other amendments, including changes to the asset coverage test and the appointment of a back-up servicer facilitator and a back-up cash manager facilitator.

Nationwide announced yesterday afternoon, following bondholder meetings yesterday morning, that for all three of the resolutions, voting instructions were submitted and votes cast for 82.79% of the outstanding principal amount of the covered bonds.

The first and second extraordinary resolutions were passed with 99.39% of the votes cast in favour, and the third with 99.15% in favour. The quorum for the meeting was 50% and the pass rate 75%.

Moody’s and Fitch have said the proposed changes would have no negative rating impact on Nationwide’s covered bonds.

Barclays was solicitation agent and Citibank information and tabulation agent.