Revocation of Sub-consolidation Direction

Virgin Money UK PLC

02 December 2025

 

Virgin Money UK PLC
(incorporated with limited liability in England and Wales, registered number 09595911)

(the "Issuer")

LEI: 213800ZK9VGCYYR6O495

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

2 December 2025

ANNOUNCEMENT

to the holders of the Issuer's outstanding

£350,000,000 8.250 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes, of which £10,075,000 remains outstanding

(ISIN: XS2486863595)

£350,000,000 11.000 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes, of which £170,147,000 remains outstanding

(ISIN: XS2718145779)

(together, the "Outstanding AT1 Instruments")

In September 2024, as part of the arrangements for the acquisition of the Issuer by Nationwide Building Society ("Nationwide") (the "Acquisition"), it was announced that the Prudential Regulation Authority ("PRA") intended to apply sub-consolidated prudential requirements to the Issuer until 31 December 2028. These sub-consolidated prudential requirements have applied since the completion of the Acquisition on 1 October 2024 ("Completion") pursuant to a direction imposed by the PRA on the Issuer under section 192C of the Financial Services and Markets Act 2000 (as amended) (the "Direction"). As a result, from Completion, outstanding externally held own funds instruments issued by the Issuer were, subject to applicable deductions, eligible to meet the consolidated capital requirements applicable to Nationwide.

Since Completion, the Nationwide group has simplified and aligned its capital structure, including by way of the Issuer's consent solicitations and tender offers (announced on 3 June 2025) and its early redemption of certain notes pursuant to their contractual terms. Clydesdale Bank PLC, the principal subsidiary of the Issuer is also currently preparing to transfer substantially all of its assets and liabilities to Nationwide pursuant to a banking business transfer, which (subject to court sanction) is proposed to take effect on 2 April 2026. As a result, the Direction is no longer required. Accordingly, on 1 December 2025, the PRA revoked the Direction.

Revocation of the Direction has the effect that the Outstanding AT1 Instruments cease to be eligible as own funds of the Issuer on a sub-consolidated basis or of Nationwide on a consolidated basis. As a consequence, certain provisions of the Outstanding AT1 Instruments which apply by virtue of their status as own funds instruments no longer apply under the terms of those instruments.

The Outstanding AT1 Instruments, together with the Issuer's outstanding externally held eligible liabilities instruments, will continue to be eligible to meet Nationwide's consolidated minimum requirement for own funds and eligible liabilities (MREL) until 31 December 2028, in accordance with the discretion applied by the Bank of England at the time of the Acquisition.

This announcement contains 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 announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

Announcement authorised for release by Jason Wright, Company Secretary

For further information please contact:

Vikas Sidhu Head of Investor Relations and Treasury Sustainability

[phone] [e-mail]

 

END