Implementation Date Announcement - Tier 2 Notes
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 PERSON 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 ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
2 JULY 2025
Virgin Money UK PLC
(incorporated with limited liability in England and Wales with registered number 09595911)
(formerly CYBG PLC)
Legal Entity Identifier (LEI): 213800ZK9VGCYYR6O495
NOTICE
to the Holders of the Outstanding
£300,000,000 2.625 per cent. Fixed Rate Reset Callable Subordinated Tier 2 Capital Notes due 2031 (XS2343851510)
(the "Existing Tier 2 Notes")
Capitalised terms used in this notice and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum prepared by Virgin Money UK PLC ("Virgin Money") dated 3 June 2025.
EXISTING TIER 2 NOTES
Further to the notice dated 25 June 2025, notice is hereby given to the holders of the Existing Tier 2 Notes that, on 2 July 2025, the Supplemental Trust Deed, the Supplemental Agency Agreement and the Amended and Restated Final Terms implementing the Proposals in respect of the Existing Tier 2 Notes was executed and Nationwide Building Society was substituted in place of Virgin Money in its capacity as issuer and principal debtor under the Existing Tier 2 Notes and all rights, claims or entitlements against Virgin Money in its capacity as former issuer and principal debtor under the Existing Tier 2 Notes were released and waived, effective 2 July 2025 (such date being the Implementation Date).
A copy of each of the Supplemental Trust Deed, the Supplemental Agency Agreement and the Amended and Restated Final Terms in respect of the Existing Tier 2 Notes is available at: https://www.nationwide.co.uk/investor-relations/emtn-terms-of-access/emtn-programme/.
A copy of the Amended and Restated Final Terms can also be found at:
http://www.rns-pdf.londonstockexchange.com/rns/4848P_1-2025-7-2.pdf
Further Information
Further details about the transaction can be obtained from:
The Solicitation Agents
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J.P. Morgan Securities plc |
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25 Bank Street London E14 5JP United Kingdom |
Tel: +44 (0) 20 7134 2468 Email: liability_management_EMEA@jpmorgan.com Attention: EMEA Liability Management Group |
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Lloyds Bank Corporate Markets plc |
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33 Old Broad Street London EC2N 1HZ United Kingdom |
Tel: +44 (0) 20 7158 1726 / 1719 Email: lbcmliabilitymanagement@lloydsbank.com Attention: Liability Management
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NatWest Markets plc |
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250 Bishopsgate London EC2M 4AA United Kingdom |
Tel: +44 (0) 20 7678 5222 Email: NWMLiabilityManagement@natwestmarkets.com Attention: Liability Management |
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 Notice 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 News Building 3 London Bridge Street London SE1 9SG United Kingdom |
Telephone: +44 (0) 20 7704 0880 Email: virginmoney@is.kroll.com Attention: Owen Morris / Scott Boswell Website: https://deals.is.kroll.com/virginmoney-consent
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Forward looking statements
The information in this document 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 Virgin Money 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 Virgin Money, 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 Virgin Money, 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 Virgin Money, 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 Virgin Money, 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 Virgin Money, Nationwide, the Group, the Solicitation Agents, the Trustee, the Tabulation Agent, the Principal Paying Agent, the Registrar 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. 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. If any holder of Notes is in any doubt as to any action it should take in relation to the contents of this announcement, 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.
The distribution of this announcement and/or the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or Consent Solicitation Memorandum comes are required by each of Virgin Money, Nationwide Building Society, the Group, the Solicitation Agents, the Trustee, the Tabulation Agent, the Principal Paying Agent and the Registrar to inform themselves about, and to observe, any such restrictions.
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