Consent Solicitation - Launch Announcement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT of 1933, AS AMENDED (THE "SECURITIES ACT")) ("U.S. PERSON") OR IN OR INTO OR TO ANY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR IN OR INTO or to ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE or to whom IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS announcement.
3 June 2025
ANNOUNCEMENT OF CONSENT SOLICITATIONS
Invitation by
Virgin Money UK PLC
(incorporated with limited liability in England and Wales with registered number 09595911)
(formerly CYBG PLC)
("Virgin Money" and the "Issuer")
Legal Entity Identifier (LEI): 213800ZK9VGCYYR6O495
to all holders of the outstanding notes listed in the table below
(each a "Series" and, together, the "Notes")
relating to the proposals to the eligible holders of its outstanding Notes to consider and, if thought fit, approve the relevant Proposals (as defined herein), being: (i) in respect of the Existing Tier 2 Notes, the substitution of the Issuer for Nationwide Building Society ("Nationwide") as principal debtor under the Existing Tier 2 Notes and certain other consequential modifications of the terms and conditions of the Existing Tier 2 Notes (the "Existing Tier 2 Conditions"); and (ii) in respect of each Series of Existing Senior Notes, the exchange of any and all of their Existing Senior Notes for an equal aggregate principal amount of New SNP Notes (as defined below) to be issued by Nationwide under its U.S.$25,000,000,000 European Note Programme (the "Nationwide Programme"), in each case by way of extraordinary resolutions of the holders of each such Series (each, an "Extraordinary Resolution"), all as further described in the consent solicitation memorandum dated 3 June 2025 (the "Consent Solicitation Memorandum") (each such invitation in respect of a Series, a "Consent Solicitation" and, together, the "Consent Solicitations"). For the avoidance of doubt, there is no inter‑conditionality between the Extraordinary Resolutions in respect of any Series or any Proposal. Capitalised terms used in this announcement and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.
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Description |
ISIN / Common Code |
Outstanding principal amount(1) |
|
£300,000,000 2.625 per cent. Fixed Rate Reset Callable Subordinated Tier 2 Capital Notes due 2031 (the "Existing Tier 2 Notes")
|
XS2343851510 / 234385151 |
£300,000,000 |
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£400,000,000 4.000 per cent. Fixed Rate Reset Callable Senior Notes due 2027 (the "2027 Senior Notes")
|
XS2049149821 / 204914982 |
£400,000,000 |
|
€750,000,000 4.000 per cent. Fixed Rate Reset Callable Senior Notes due 2028 (the "March 2028 Senior Notes")
|
XS2757511113 / 275751111 |
€750,000,000 |
|
€500,000,000 4.625 per cent. Fixed Rate Reset Callable Senior Notes due 2028 (the "October 2028 Senior Notes")
|
XS2585239200 / 258523920 |
€500,000,000 |
|
£300,000,000 7.625 per cent. Fixed Rate Reset Callable Senior Notes due 2029 (the "2029 Senior Notes") |
XS2667626233 / 266762623 |
£300,000,000 |
_______________________________
(1) As at the date of the Consent Solicitation Memorandum.
The 2027 Senior Notes, the March 2028 Senior Notes, the October 2028 Senior Notes and the 2029 Senior Notes are hereafter referred to together as the "Existing Senior Notes".
BACKGROUND
On 21 March 2024, Nationwide announced that the board of directors of Nationwide and the board of directors of Virgin Money had agreed the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Virgin Money by Nationwide (the "Acquisition"), to be implemented by means of a scheme of arrangement between Virgin Money and its shareholders under Part 26 of the Companies Act (the "Scheme"). On 1 October 2024, Nationwide announced that the Scheme had become effective pursuant to its terms.
The Acquisition did not require any immediate changes to the capital structure of the Virgin Money Group or the Group as a whole. The PRA has confirmed that it intends to apply sub-consolidated prudential requirements to Virgin Money until 31 December 2028, which means that the outstanding externally-held own funds issued by Virgin Money will, subject to applicable deductions, be eligible to meet the consolidated capital requirements applicable to the Group until such date. The Bank of England has also confirmed that it intends to exercise its discretion to treat the outstanding externally-held eligible liabilities, additional tier 1 and tier 2 instruments issued by Virgin Money as eligible to meet the consolidated MREL requirements applicable to the Group until 31 December 2028.
Nationwide and Virgin Money intend to simplify and align their capital structures over time as part of broader integration planning.
RATIONALE
The purpose of the Consent Solicitations in respect of the Issuer's Existing Tier 2 Notes and Existing Senior Notes is to provide investors with an option to move from instruments issued by an intermediate holding company to instruments issued by Nationwide, whilst retaining the same key economic terms. Upon passing and implementation of the relevant Extraordinary Resolutions it is expected that the ratings of the Notes will align to the ratings assigned to Nationwide's outstanding tier 2 notes and senior non-preferred notes, respectively (i.e. the Existing Tier 2 Notes are expected to be upgraded 1-notch by Fitch Ratings Limited ("Fitch"), assigned a new S&P Global Ratings UK Limited ("S&P") rating 1-notch higher than that of the Issuer, and continue to be rated the same by Moody's Investors Service Limited ("Moody's"). The New SNP Notes are expected to be rated 1-notch higher than the Existing Senior Notes by each of Fitch and S&P and be rated the same as the Existing Senior Notes by Moody's).
Furthermore regardless of whether or not the Proposals are passed and implemented for any or all of the Notes, the Notes will continue to count towards the Group's consolidated MREL and, in the case of the Existing Tier 2 Notes, capital requirements, in the manner announced previously following the Acquisition.
The PRA has been informed of the Consent Solicitations. As at the date hereof, the PRA has not raised any objections to the Consent Solicitations.
RATINGS
The Issuer and Nationwide
As at the date hereof, the long-term Issuer Default Rating assigned to the Issuer by Fitch is A-, the long-term Issuer rating assigned to the Issuer by Moody's is A3 and the long‑term Issuer Credit Rating assigned to the Issuer by S&P is BBB.
As at the date hereof, the long-term Issuer Default Rating assigned to Nationwide by Fitch is A, the Senior Unsecured Debt rating assigned to Nationwide by Moody's is A1 and the long-term Issuer Credit Rating assigned to Nationwide by S&P is A+.
The Notes
As at the date hereof, the Existing Tier 2 Notes are rated BBB and Baa1 by Fitch and Moody's, respectively, and the Existing Senior Notes are rated A-, A3 and BBB by Fitch, Moody's and S&P, respectively.
Once the relevant Proposal in respect of the Existing Tier 2 Notes has been implemented, Nationwide will apply for the Amended Tier 2 Notes to be rated by Fitch, Moody's and S&P. While there is no assurance that such application will be accepted or what the ratings will be, the Amended Tier 2 Notes are expected to be rated BBB+, Baa1 and BBB by Fitch, Moody's and S&P, respectively.
Upon issue, each series of the New SNP Notes is expected to be rated A, A3 and BBB+ by Fitch, Moody's and S&P, respectively.
Fitch, S&P and Moody's are established in the UK and are registered under the UK CRA Regulation. As such, each of S&P, Fitch and Moody's is included in the list of credit rating agencies published by the FCA on its website in accordance with the UK CRA Regulation. The rating Fitch has given to the Issuer is endorsed by Fitch Ratings Ireland Limited, the rating S&P has given to the Issuer is endorsed by S&P Global Ratings Europe Limited and the rating Moody's has given to the Issuer endorsed by Moody's Deutschland GmbH. Each of Fitch Ratings Ireland Limited, S&P Global Ratings Europe Limited and Moody's Deutschland GmbH is established in the European Economic Area and registered under the EU CRA Regulation.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
KEY TERMS AND CONDITIONS OF THE CONSENT SOLICITATIONS
Each Consent Solicitation commences on the date of this announcement.
Rationale for Consent Solicitations
The purpose of each Consent Solicitation is to invite Eligible Noteholders to consider and, if thought fit, approve:
(i) in respect of the Existing Tier 2 Notes, certain modifications to the Existing Tier 2 Conditions and the related documents of the Existing Tier 2 Notes and in particular, to provide that the Noteholders:
a. acknowledge, authorise and accept the substitution of Nationwide in place of the Issuer in its capacity as issuer and principal debtor under the Existing Tier 2 Notes and agree to release and waive all rights, claims or entitlements against the Issuer in its capacity as former issuer and principal debtor under the Existing Tier 2 Notes (the "Substitution");
b. direct the Trustee to enter into the Supplemental Trust Deed and the Supplemental Agency Agreement in respect of the Amended Tier 2 Notes; and
c. acknowledge and accept any other consequential amendments to the Existing Tier 2 Conditions, the Tier 2 Trust Deed and Tier 2 Agency Agreement in relation to the Substitution; and
(ii) in respect of each Series of the Existing Senior Notes, to provide that the relevant Noteholders:
a. acknowledge, authorise and accept the exchange of all outstanding Existing Senior Notes of the relevant Series for an equal aggregate principal amount of a series of new senior non-preferred notes to be issued by Nationwide under the Nationwide Programme (each such series, the "New SNP Notes"), on the terms set out in the Final Terms in respect of each of the New SNP Notes and the New SNP Conditions, with the holders of such Existing Senior Notes becoming the holders of such New SNP Notes;
b. acknowledge, authorise and accept the cancellation of such Series of Existing Senior Notes;
c. agree that on and from the date of issue of the relevant series of New SNP Notes, all amounts owing by the Issuer under such Series of Existing Senior Notes will be owing to the Noteholders by Nationwide under the relevant series of New SNP Notes;
d. acknowledge and agree, from the date of issue of the relevant Series of New SNP Notes, to release and waive all rights, claims or entitlements against the Issuer in its capacity as issuer of the relevant Series of Existing Senior Notes, whether arising under the Existing Senior Conditions in respect of such Series of Existing Senior Notes, the final terms in respect of the relevant Series of Existing Senior Notes or the relevant Trust Deed and to dissolve the trust created by the relevant Trust Deed and release and discharge the Trustee from all obligations under or in connection with the relevant Trust Deed; and
e. consent to each of the Issuer and Nationwide entering into all documents necessary and directing the Trustee to take such steps as are necessary to give effect to the matters in (ii)(a) to (d) above,
(each a "Proposal" and, together, the "Proposals").
If these Proposals are approved by Noteholders:
(i) in respect of the Existing Tier 2 Notes, the substitution of the Issuer's obligations in respect of the Existing Tier 2 Notes and the other proposed amendments to the Existing Tier 2 Conditions, Tier 2 Trust Deed and Tier 2 Agency Agreement will be made on the Implementation Date, being the date on which Nationwide will enter into the Supplemental Trust Deed and the Supplemental Agency Agreement to effectively assume the obligations of the Issuer under the Existing Tier 2 Notes (being, thereafter, the Amended Tier 2 Notes); and
(ii) in respect of the Existing Senior Notes, the exchange of each relevant Series of the Existing Senior Notes for the relevant series of New SNP Notes will be effected on the Implementation Date, being the date on which the New SNP Notes will be delivered to the Noteholders of the relevant series and the related Existing Senior Notes will be marked-down or cancelled (along with the listing of such Existing Senior Notes).
The background to the Proposals is more fully described in the Consent Solicitation Memorandum.
The deadline for receipt by the Tabulation Agent of Electronic Voting Instructions from Noteholders wishing to vote in respect of the relevant Extraordinary Resolution is 10:00 a.m. (London time) on 23 June 2025 (such time and date with respect to each Series, the "Expiration Deadline"). The deadlines set by any intermediary or Clearing System will be earlier than the deadline set out above.
SUMMARY OF CERTAIN DIFFERENCES BETWEEN THE EXISTING TIER 2 NOTES AND THE AMENDED TIER 2 NOTES
Pursuant to the relevant Proposal, if passed, the Existing Tier 2 Conditions will be amended and restated to reflect the substitution of Nationwide as issuer in place of the Issuer (such amended and restated conditions, the Amended and Restated Tier 2 Conditions). A comparison between the Existing Tier 2 Conditions and the Amended and Restated Tier 2 Conditions, showing all changes to reflect such substitution, is included at Annex I of the Notice. A comparison between the Final Terms for the Existing Tier 2 Notes and the Amended and Restated Final Terms for the Amended Tier 2 Notes is included at Annex II of the Notice.
For the convenience of Noteholders, certain differences between the Existing Tier 2 Notes and the Amended Tier 2 Notes are set out in the table below:
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Existing Tier 2 Notes |
Amended Tier 2 Notes |
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Issuer |
Virgin Money |
Nationwide |
For the avoidance of doubt, the interest rate, redemption amounts, maturity date, outstanding principal amount and listing of the Amended Tier 2 Notes will remain the same as the Existing Tier 2 Notes. The Amended Tier 2 Notes will rank pari passu with all outstanding Tier 2 notes issued by Nationwide. The Amended Tier 2 Notes will be eligible to count in full towards Nationwide's capital requirements.
The above summary is qualified by reference to the Existing Tier 2 Conditions, the Amended and Restated Tier 2 Conditions, the information contained in the Consent Solicitation Memorandum (including the documents incorporated by reference), the Final Terms of the Existing Tier 2 Notes and the Amended and Restated Final Terms of the Amended Tier 2 Notes. Noteholders are advised to review such information and documents in their entirety.
SUMMARY OF CERTAIN DIFFERENCES BETWEEN THE EXISTING SENIOR NOTES AND THE NEW SNP NOTES
The New SNP Notes will be issued pursuant to Nationwide's Programme, the terms and conditions of which are set out at Annex III to the Notice (the "New SNP Conditions"). The New SNP Conditions are different to the Existing Senior Conditions.
For the convenience of Noteholders, certain differences between the Existing Senior Notes and the New SNP Notes are set out in the table below:
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|
Existing Senior Notes |
New SNP Notes |
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Issuer |
Virgin Money |
Nationwide |
|
Status |
Senior Notes |
Senior Non-Preferred Notes |
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Clean-Up Call |
The outstanding March 2028 Senior Notes, October 2028 Senior Notes and 2029 Senior Notes provide Virgin Money with a Residual Call. |
The New SNP Notes will not provide Nationwide with a Clean-up Call. |
For the avoidance of doubt, the interest rate, redemption amounts, maturity date, outstanding principal amount and listing of each series of New SNP Notes will be the same as the corresponding Series of Existing Senior Notes for which such series is being exchanged. The New SNP Notes are intended to contribute towards Nationwide's minimum requirement for own funds and eligible liabilities.
The above summary is qualified by reference to the Existing Senior Conditions, the New SNP Conditions, the information contained in the Consent Solicitation Memorandum (including the documents incorporated by reference), and the final terms of each series of the New SNP Notes (draft copies of which are included at Annex III to the Notice). Noteholders are advised to review such information and documents in their entirety.
Early Participation Fee and Ineligible Noteholder Payment
In relation to each Series, each Noteholder who is an Eligible Noteholder, and from whom a valid Electronic Voting Instruction is received (and not subsequently revoked) by the Tabulation Agent by the Early Instruction Deadline will be eligible to receive payment of the Early Participation Fee (being 0.100 per cent. of the principal amount of the Notes which are subject of the relevant Electronic Voting Instruction), subject to: (i) delivery of an Electronic Voting Instruction by an Eligible Noteholder which is validly received by the Tabulation Agent by the Early Instruction Deadline and not revoked (in the limited circumstances in which such revocation is permitted); (ii) the passing of the relevant Extraordinary Resolution (and satisfaction of the Eligibility Condition); and (iii) the Issuer not having previously terminated the Consent Solicitation in respect of the relevant Series in accordance with the provisions for such termination set out in the Consent Solicitation Memorandum. Only Eligible Noteholders may, subject to the conditions described in the Consent Solicitation Memorandum, be entitled to receive the Early Participation Fee.
Any Ineligible Noteholder may be eligible to receive an amount equivalent to the applicable Early Participation Fee (which is an amount equal to 0.100 per cent. of the principal amount of the Notes that are the subject of the relevant Ineligible Noteholder Instruction) and subject to the conditions described in the Notice of Meetings.
Eligible Noteholders may continue to submit Electronic Voting Instructions after the Early Instruction Deadline and up to the Expiration Deadline but such Noteholders will not be eligible to receive the Early Participation Fee in respect of such Electronic Voting Instructions.
Payment of the Early Participation Fee in respect of each Series is conditional on the satisfaction of the Consent Conditions of that Series.
Subject to the satisfaction of the Consent Conditions and the relevant Electronic Voting Instruction being validly received by the Tabulation Agent on or prior to the Early Instruction Deadline and not being revoked (in the limited circumstances in which such revocation is permitted), the Issuer will pay the Early Participation Fee to the relevant Noteholders as soon as reasonably practicable following the relevant Meeting (such date with respect to each Series, the "Payment Date").
To be eligible to receive the Early Participation Fee, each Eligible Noteholder who submits an Electronic Voting Instruction prior to the Early Instruction Deadline must not attend, or seek to attend, the relevant Meeting in person or make any other arrangements to be represented at the relevant Meeting (other than by way of its Electronic Voting Instruction). Noteholders may choose to attend and vote at the relevant Meeting in person or to make other arrangements to be represented or to vote at the relevant Meeting in accordance with the relevant Meeting Provisions without submitting an Electronic Voting Instruction. However, any such Noteholder will not be eligible to receive the Early Participation Fee in respect of such Notes, irrespective of whether such Noteholder has also delivered an Electronic Voting Instruction or such other arrangements are made by the Early Instruction Deadline.
Consent Conditions
The implementation of each Proposal and the relevant Extraordinary Resolution will be conditional on:
(a) the passing of the relevant Extraordinary Resolution; and
(b) the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied by Eligible Noteholders, irrespective of any participation at the relevant Meeting by Ineligible Noteholders including the satisfaction of such condition at an adjourned Meeting (as described in the Consent Solicitation Memorandum) (the "Eligibility Condition"),
(together, the "Consent Conditions").
The Issuer will announce: (i) the results of each Meeting; and (ii) if the relevant Extraordinary Resolution is passed, the satisfaction (or otherwise) of the Consent Conditions and confirmation of the Payment Date, as soon as reasonably practicable after the relevant Meeting.
For the avoidance of doubt, there is no inter‑conditionality between the Extraordinary Resolutions in respect of any Series or any Proposal.
MEETINGS
The notice convening the relevant Meeting (the "Notice") to be held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ, United Kingdom on 25 June 2025 (the "Meetings Date") has been given to Noteholders in respect of each Series in accordance with the Conditions relating to such Series on the date of this announcement.
The Meeting in respect of the Existing Tier 2 Notes will commence at 10:00 a.m. (London time) on the Meetings Date, with the Meeting in respect of: (i) the 2027 Senior Notes being held at 10:10 a.m. (London time) or after the completion of the Meeting in respect of the Existing Tier 2 Notes (whichever is the later); (ii) the March 2028 Senior Notes being held at 10:20 a.m. (London time) or after the completion of the Meeting in respect of the 2027 Senior Notes (whichever is the later); (iii) the October 2028 Senior Notes being held at 10:30 a.m. (London time) or after the completion of the Meeting in respect of the March 2028 Senior Notes (whichever is the later); and (iv) the 2029 Senior Notes, being held at 10:40 a.m. (London time) or after the completion of the Meeting in respect of the October 2028 Senior Notes (whichever is the later).
ELECTRONIC VOTING INSTRUCTIONS
By submitting an Electronic Voting Instruction by the Expiration Deadline, a Noteholder requests the Principal Paying Agent to appoint the Tabulation Agent as its proxy under a block voting instruction to attend the relevant Meeting (and any adjourned such Meeting) and vote in the manner specified or identified in such Electronic Voting Instruction in respect of such Extraordinary Resolution. It will not be possible to submit an Electronic Voting Instruction without at the same time giving such request to the Principal Paying Agent.
In order for an Eligible Noteholder to be eligible to receive the Early Participation Fee, the relevant Electronic Voting Instruction must be validly received by the Tabulation Agent by the Early Instruction Deadline (and not subsequently revoked, in the limited circumstances in which such revocation is permitted).
GENERAL
It is a term of each Consent Solicitation that Electronic Voting Instructions shall be irrevocable (save in certain limited circumstances as provided in the Consent Solicitation Memorandum.
The Issuer may, at its option and in its sole discretion, extend or waive any condition of, any Consent Solicitation at any time and may amend or terminate such Consent Solicitation at any time before the Expiration Deadline (or, where there is an adjourned Meeting, 48 hours before the time fixed for any such adjourned Meeting) (subject in each case to applicable law and the relevant Meeting Provisions and as provided in the Consent Solicitation Memorandum, and provided that no amendment may be made to the terms of the relevant Extraordinary Resolution). Details of any such extension, waiver, amendment or termination will be announced as provided in the Consent Solicitation Memorandum as promptly as practicable after the relevant decision is made. If the Issuer amends any Consent Solicitation in any way that, in the opinion of the Issuer (in consultation with the Solicitation Agents), is materially prejudicial to the interests of Noteholders that have already submitted Electronic Voting Instructions in respect of the relevant Consent Solicitation before the announcement of such amendment, then such Electronic Voting Instructions may be revoked at any time from the date and time of such announcement until no earlier than 4:00 p.m. (London time) on the second Business Day immediately following such announcement. For full details, please see "Amendment and Termination" in the Consent Solicitation Memorandum for full details.
The Trustee has no responsibility or liability for monitoring, tabulating or verifying compliance with deadlines or other formalities in connection with the delivery of Electronic Voting Instructions with respect to any Series of Notes or the payment of any Early Participation Fee and will be relying on the Issuer and the Tabulation Agent, as applicable.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, a Consent Solicitation by the deadlines specified in the Consent Solicitation Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Electronic Voting Instructions will be earlier than the relevant deadlines specified in the Consent Solicitation Memorandum.
INDICATIVE TIMETABLE
Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitations, which will depend, among other things, on timely receipt (and non-revocation, in the limited circumstances in which revocation is permitted) of instructions, the rights of the Issuer (where applicable) to extend, re-open, waive any condition of, amend and/or terminate any Consent Solicitation (other than the terms of the relevant Extraordinary Resolution) as described in the Consent Solicitation Memorandum and the passing of the relevant Extraordinary Resolution (and satisfaction of the Eligibility Condition) at the initial Meeting for the relevant Series. Accordingly, the actual timetable may differ significantly from the timetable below.
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Action |
Date/Time |
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Announcement of Consent Solicitations |
3 June 2025. |
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Notice made available by publication via regulatory news announcement on the London Stock Exchange ("RNS") and delivered to the Clearing Systems for communication to Direct Participants. |
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Electronic copies of the Consent Solicitation Memorandum and the Noteholder Information to be available upon request from the Tabulation Agent. |
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From this date, the relevant Noteholders may arrange for the relevant Notes held by Clearstream, Luxembourg and/or Euroclear in their accounts to be blocked in such accounts and held to the order and under the control of the Tabulation Agent in order to obtain a form of proxy or give valid Electronic Voting Instructions. |
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Early Instruction Deadline and Ineligible Instruction Deadline |
4:00 p.m. (London time) on 16 June 2025. |
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Deadline for receipt by the Tabulation Agent of valid Electronic Voting Instructions from Noteholders for such Noteholders to be eligible to receive the Early Participation Fee or Ineligible Noteholder Payment. |
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Noteholders presenting Electronic Voting Instructions after the Early Instruction Deadline/Ineligible Instruction Deadline will not be eligible to receive the Early Participation Fee or Ineligible Noteholder Payment (as applicable). |
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Expiration Deadline |
10:00 a.m. (London time) on 23 June 2025. |
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Final deadline for receipt by the Tabulation Agent of valid Electronic Voting Instructions from Noteholders for such Noteholders to be represented at the relevant Meeting. |
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Deadline for making any other arrangements to attend or be represented at any Meeting. |
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Noteholders making such other arrangements will not be eligible to receive the Early Participation Fee or Ineligible Noteholder Payment. |
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Meetings |
From 10:00 a.m. (London time) on 25 June 2025. |
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Meetings to be held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ, United Kingdom. |
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Announcement of results of Meetings and satisfaction of Consent Conditions |
As soon as reasonably practicable after the Meetings. |
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Announcement of the results of the Meetings and, if any of the Extraordinary Resolutions are passed, satisfaction of all of the other Consent Conditions and confirmation of Payment Date. Such announcement to be published via RNS and delivered to the Clearing Systems. |
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Payment Date |
As soon as reasonably practicable after the Meetings and no later than the Implementation Date. |
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Payment of the Early Participation Fee and Ineligible Noteholder Payment (if any). |
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Implementation Date |
As soon as reasonably practicable after the applicable Meetings subject to the passing of the Extraordinary Resolution and the Consent Conditions being satisfied, expected to be 2 July 2025. |
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The date on which: (i) the Supplemental Trust Deed, the Supplemental Agency Agreement and the Amended and Restated Final Terms in respect of the Amended Tier 2 Notes (together with all related documentation thereto) will be executed if the relevant Proposal in respect of the Existing Tier 2 Notes is approved by the relevant Noteholders; and (ii) the relevant series of New SNP Notes will be issued by Nationwide if the relevant Proposal in respect of the relevant Series of Existing Senior Notes is approved by the relevant Noteholders. |
If a quorum is not achieved at a Meeting or the quorum is achieved and the relevant Extraordinary Resolution is passed but the Eligibility Condition is not satisfied, such Meeting shall be adjourned and the adjourned Meeting of Noteholders for that Series will be held at a date as will be notified to the Noteholders in the notice of the adjourned Meeting. For the avoidance of doubt, there is no inter-conditionality between the Extraordinary Resolutions in respect of any Series or any Proposal.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive Electronic Voting Instructions from a Noteholder in order for such Noteholder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the relevant Consent Solicitation(s) and/or the relevant Meeting(s) by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Electronic Voting Instructions will be earlier than the relevant deadlines above.
FURTHER INFORMATION
A complete description of the terms and conditions of the Consent Solicitations is set out in the Consent Solicitation Memorandum. A copy of the Consent Solicitation Memorandum is available to Noteholders upon request from the Tabulation Agent.
DISCLAIMER. Before making a decision with respect to any of the Consent Solicitations, Noteholders should carefully consider all of the information in the Consent Solicitation Memorandum (including the documents incorporated by reference in the Consent Solicitation Memorandum).
Enquiries
Further details about the transaction can be obtained from:
Debt Investors
The Solicitation Agents
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J.P. Morgan Securities plc |
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25 Bank Street London E14 5JP United Kingdom
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Telephone: +44 (0) 20 7134 2468 Attention: EMEA Liability Management Group Email: liability_management_EMEA@jpmorgan.com
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Lloyds Bank Corporate Markets plc |
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33 Old Broad Street London EC2N 1HZ United Kingdom
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Telephone: +44 (0) 20 7158 1726 / 1719 Attention: Liability Management Email: LBCMLiabilityManagement@lloydsbanking.com
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NatWest Markets Plc |
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250 Bishopsgate London EC2M 4AA United Kingdom
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Telephone: +44 (0) 20 7678 5222 Attention: Liability Management Email: NWMLiabilityManagement@natwestmarkets.com
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The Solicitation Agents are not acting through a U.S. broker-dealer affiliate and, accordingly, will not discuss the Consent Solicitations or the contents of this announcement with any Noteholder who is unable to confirm it is not located or resident in the United States.
Tabulation Agent
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Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG United Kingdom
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Telephone: +44 (0) 20 7704 0880 Email: virginmoney@is.kroll.com Attention: Owen Morris / Scott Bowsell Website: https://deals.is.kroll.com/virginmoney-consent
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This announcement may contain inside information as defined in Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR") and is disclosed in accordance with the Issuer's obligations under Article 17 of MAR. Upon the publication of this document via Regulatory Information Service, this inside information is now considered to be in the public domain.
Announcement authorised for release by Lorna McMillan, Group Company Secretary.
FORWARD LOOKING STATEMENTS
The information in this announcement may include forward looking statements, which are based on assumptions, expectations, valuations, targets, estimates, forecasts and projections about future events. These can be identified by the use of words such as 'expects', 'aims', 'targets', 'seeks', 'anticipates', 'plans', 'intends', 'prospects', 'outlooks', 'projects', 'forecasts' 'believes', 'estimates', 'potential', 'possible', and similar words or phrases. These forward looking statements, as well as those included in any other material discussed at any presentation, are subject to risks, uncertainties and assumptions about the Group and its securities, investments, and the environment in which it operates, including, among other things, the development of its business and strategy, any acquisitions, combinations, disposals or other corporate activity undertaken by the Group (including but not limited to the integration of the business of the Issuer and its subsidiaries into the Group), trends in its operating industry, changes to customer behaviours and covenant, macroeconomic and/or geopolitical factors, changes to its board and/ or employee composition, exposures to terrorist activity, IT system failures, cyber-crime, fraud and pension scheme liabilities, changes to law and/or the policies and practices of the Bank of England, the Financial Conduct Authority and/or other regulatory and governmental bodies, inflation, deflation, interest rates, exchange rates, changes in the liquidity, capital, funding and/or asset position and/or credit ratings of the Group, future capital expenditures and acquisitions and certain geopolitical developments.
In light of these risks, uncertainties and assumptions, the events in the forward looking statements may not occur. Forward looking statements involve inherent risks and uncertainties. Other events not taken into account may occur and may significantly affect the analysis of the forward looking statements. No member of the Issuer, Nationwide or the Group or their respective directors, officers, employees, agents, advisers or affiliates gives any assurance that any such projections or estimates will be realised or that actual returns or other results will not be materially lower than those set out in this document and/ or discussed at any presentation. All forward looking statements should be viewed as hypothetical. No representation or warranty is made that any forward looking statement will come to pass. No member of the Issuer, Nationwide or the Group or their respective directors, officers, employees, agents, advisers or affiliates undertakes any obligation to update or revise any such forward looking statement following the publication of this document nor accepts any responsibility, liability or duty of care whatsoever for (whether in contract, tort or otherwise) or makes any representation or warranty, express or implied, as to the truth, fullness, fairness, merchantability, accuracy, sufficiency or completeness of the information in this document.
No representation or warranty is made that any forward looking statement will come to pass. None of the Issuer, Nationwide and the Group or their respective directors, officers, employees, agents, advisers or affiliates undertakes any obligation to update or revise any such forward looking statement following the publication of this document nor accepts any responsibility, liability or duty of care whatsoever for (whether in contract, tort or otherwise) or makes any representation or warranty, express or implied, as to the truth, fullness, fairness, merchantability, accuracy, sufficiency or completeness of the information in this document.
The information, statements and opinions contained in this document do not constitute or form part of, and should not be construed as, any public offer under any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments. The distribution of this document in certain jurisdictions may be restricted by law. Recipients are required by the Issuer, Nationwide and the Group to inform themselves about and to observe any such restrictions. No liability to any person is accepted in relation to the distribution or possession of this document in any jurisdiction. The information, statements and opinions contained in this document and the materials used in and/ or discussed at, any presentation are subject to change.
Certain figures contained in this document, including financial information, may have been subject to rounding adjustments and foreign exchange conversions. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly to the total figure given.
None of the Issuer, Nationwide, the Solicitation Agents, the Tabulation Agent and the Trustee or any director, officer, employee, agent or affiliate of any such person is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to any Consent Solicitation or any Extraordinary Resolution, and accordingly none of the Issuer, Nationwide, the Solicitation Agents, the Tabulation Agent and the Trustee or any director, officer, employee, agent or affiliate of any such person, makes any recommendation as to whether or not or how Noteholders should participate in the relevant Consent Solicitation(s) or otherwise participate at the relevant Meetings and none of the Solicitation Agents, the Tabulation Agent, the Trustee or the Principal Paying Agent or any director, officer, employee, agent or affiliate of any such person, makes any representation whatsoever regarding the Consent Solicitations. This announcement must be read in conjunction with the Consent Solicitation Memorandum. No offer to acquire any Notes is being made pursuant to this announcement. This announcement, the Notice and the Consent Solicitation Memorandum contain important information, which should be read carefully before any decision is made with respect to the Consent Solicitation. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent adviser.
This announcement and the Consent Solicitation Memorandum do not constitute an offer or an invitation to participate in the Consent Solicitations in any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer or invitation under applicable securities laws. The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by each of the Issuer, the Solicitation Agent and the Tabulation Agent to inform themselves about, and to observe, any such restrictions.
UK MiFIR professionals / ECPs-only / No EEA or UK PRIIPs KID - Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA or UK PRIIPs key information document ("KID") has been prepared.
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