Tender Offer Results

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Yorkshire Building Society announces the results of its Tender Offer in respect of its €750,000,000 1.250 per cent. Notes due 2022 (ISIN: XS1203856072)

17 September 2020. On 9 September 2020, Yorkshire Building Society (the Society) announced an invitation to eligible holders of its outstanding €750,000,000 1.250 per cent. Notes due 2022 (ISIN: XS1203856072) (the Notes) to tender their Notes for purchase by the Society for cash (the Offer).

The Offer was made on the terms and subject to the conditions contained in a tender offer memorandum dated 9 September 2020 (the Tender Offer Memorandum) prepared by the Society, and subject to the offer restrictions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 16 September 2020. The Society hereby announces the results of the Offer.

Results of the Offer

The Society has decided, in its sole discretion, to accept for purchase Notes validly tendered in the aggregate nominal amount of €250,000,000 (the Final Acceptance Amount).

€333,843,000 in aggregate nominal amount of the Notes was validly tendered for purchase in the Offer, which is greater than the Final Acceptance Amount.

Accordingly, the Society has decided to accept such validly tendered Notes for purchase on a pro rata basis and, for the purpose of such acceptance, each such valid tender of Notes will be scaled by a factor (the Scaling Factor) of 75.0771 per cent. The Scaling Factor was calculated as follows: (i) the Final Acceptance Amount divided by (ii) the aggregate nominal amount of Notes validly tendered pursuant to the Offer (subject to adjustment to allow for the aggregate nominal amount of Notes accepted for purchase, following the rounding of tenders described in the Tender Offer Memorandum, to equal the Final Acceptance Amount exactly).

The Purchase Price that the Society will pay for the Notes validly tendered and accepted for purchase is €1,020.83 per €1,000 in nominal amount of such Notes.

The settlement date for the Offer is expected to be 21 September 2020.

MARKET ABUSE REGULATION

This announcement is released by Yorkshire Building Society and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offer. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Duncan Asker, Director of Treasury of Yorkshire Building Society.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Tender Offer Memorandum comes are required by each of the Society, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions. The Offer has now expired.