Form 8 (OPD) - Virgin Money UK PLC

Virgin Money UK PLC

20 March 2024

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	VIRGIN MONEY UK PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	VIRGIN MONEY UK PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	18 March 2024
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0	Nil	0
(2) Cash-settled derivatives:	Nil	0	Nil	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0	Nil	0
TOTAL:	Nil	0	Nil	0

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	Nil
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a)  Interests in Virgin Money UK Plc ("VMUK") securities held by the directors of VMUK and their close relatives and related trusts Class of relevant securities: Ordinary shares of 10 pence each (unless otherwise stated) Name Number of VMUK securities held Percentage of issued share capital* Clifford Abrahams 254,176 0.0196 David Bennett 40,388 0.0031 Lucinda Charles-Jones 0 0.0000 David Duffy 1,585,518** 0.1223 Geeta Gopalan 7,932 0.0006 Elena Novokreshchenova 0 0.0000 Darren Pope 11,785 0.0009 Tim Wade and his close relatives 50,505*** 0.0038 Sara Weller 25,000 0.0019 * All percentages in this form have been rounded to four decimal places and are based on VMUK's issued share capital of 1,296,012,374 ordinary shares (including ordinary shares underlying CHESS Depositary Interests (CDIs), each CDI representing one ordinary share) as at 18 March 2024. ** This includes 661 ordinary shares held via the Virgin Money Group Share Incentive Plan and CHESS Depositary Interests which represent interests in 4,080 ordinary shares beneficially-owned. *** This includes 20,505 ordinary shares held by Tim Wade and 30,000 ordinary shares held by his close relative. (b)  Awards over VMUK shares held by the directors of VMUK and their close relatives and related trusts Class of relevant securities: Ordinary shares of 10 pence each (unless otherwise stated) Name Scheme Number of VMUK shares under award Percentage of issued share capital Grant Date Vesting Period Clifford Abrahams Long Term Incentive Plan ("LTIP") 748,936 0.0577 9 December 2021 9 December 2024 to 9 December 2028 Clifford Abrahams LTIP 782,100 0.0603 9 December 2022 9 December 2025 to 9 December 2029 Clifford Abrahams LTIP 980,300 0.0756 8 December 2023 9 December 2026 to 9 December 2030 David Duffy LTIP 38,375 0.0029 24 November 2017 20 June 2024 to 20 June 2025 David Duffy LTIP 274,180 0.0211 20 December 2018 20 December 2024 to 20 December 2025 David Duffy LTIP 243,255 0.0187 9 December 2019 9 December 2024 to 9 December 2026 David Duffy LTIP 535,418 0.0413 9 December 2020 9 December 2024 to 9 December 2027 David Duffy LTIP 1,280,425 0.0987 9 December 2021 9 December 2024 to 9 December 2028 David Duffy LTIP 1,337,130 0.1031 9 December 2022 9 December 2025 to 9 December 2029 David Duffy LTIP 1,666,520 0.1285 8 December 2023 9 December 2026 to 9 December 2030 (c)  Interests in VMUK's securities held by connected advisers of VMUK Class of relevant securities: Ordinary shares of 10 pence each Interests Short positions Name Type Number % Number % Goldman Sachs & Co. LLC Cash settled derivatives 1 0.0000 0 0.0000 Goldman Sachs Financial Markets Pty Ltd Cash settled derivatives 319,198 0.0246 1,329,032 0.1025 Goldman Sachs Financial Markets Pty Ltd Relevant securities owned and/or controlled**** 1,323,861 0.1021 314,278 0.0242 **** Securities held as CDIs

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	20 March 2024
Contact name:	Lorna McMillan
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END