Substitution of Issuer
The distribution of this notice in certain jurisdictions may be restricted by law, and persons into whose possession this notice comes are required to inform themselves about, and to observe, any such restrictions. This notice being made only outside the United States to persons other than "U.S. persons" (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")). Nothing in this notice constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to purchase or sell any security in the United States or any other jurisdiction.
20 August 2019
CYBG PLC
(incorporated under the laws of England and Wales)
NOTICE
To the Holders of the Outstanding
£230,000,000 Fixed Rate Resettable Additional Tier 1 Securities (XS1516312409)
(the "AT1 Notes")
and
£350,000,000 3.375 per cent. Fixed Rate Reset Callable Senior Notes due 24 April 2026 (XS1813150247)
(the "MREL Notes")
(each a "Series" and together, the "Notes")
issued by Virgin Money Holdings (UK) plc
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 Holdings (UK) plc (the "Issuer") and CYBG PLC dated 24 July 2019.
1. AT1 NOTES
Further to the notice dated 15 August 2019, notice is hereby given to the holders of the AT1 Notes that, on 20 August 2019, the Amended and Restated Trust Deed implementing the Proposals in respect of the AT1 Notes was executed and CYBG PLC was substituted in place of the Issuer in its capacity as issuer and principal debtor under the AT1 Notes and all rights, claims or entitlements against the Issuer in its capacity as former issuer and principal debtor under the AT1 Notes were released and waived, effective 20 August 2019 (such date being the Implementation Date).
A copy of the Amended and Restated Trust Deed in respect of the AT1 Notes is available from the offices of CYBG PLC and the Tabulation Agent.
2. MREL NOTES
Further to the notice dated 15 August 2019, notice is hereby given to the holders of the MREL Notes that, on 20 August 2019, the Supplemental Trust Deed implementing the Proposals in respect of the MREL Notes was executed and CYBG PLC was substituted in place of the Issuer in its capacity as issuer and principal debtor under MREL Notes. All rights, claims or entitlements against the Issuer in its capacity as former issuer and principal debtor under the MREL Notes were released and waived, effective 20 August 2019 (such date being the Implementation Date).
A copy of the Supplemental Trust Deed in respect of the MREL Notes is available from the offices of CYBG PLC and the Tabulation Agent. A copy of the amended and restated final terms prepared in relation to MREL Notes can be found at:
http://www.rns-pdf.londonstockexchange.com/rns/6395J_1-2019-8-20.pdf
Further Information
Further details about the transaction can be obtained from:
Debt Investors
The Solicitation Agents
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Barclays Bank PLC |
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1 Churchill Place Canary Wharf London E14 5HP United Kingdom |
Tel: +44 (0) 20 3134 8515 Email: eu.lm@barclays.com Att: Liability Management Group |
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Deutsche Bank AG, London Branch |
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Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom |
Tel: +44 (0) 207 545 8011 Att: Liability Management Team |
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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 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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Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom |
Tel: +44 20 7704 0880 Email: virginmoney@lucid-is.com Att: David Shilson |
CYBG
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Equity Analysts |
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Andrew Downey |
Tel: 07823 443 150 |
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Investor Relations |
Email: andrew.downey@cybg.com |
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Company Secretary |
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Lorna McMillan |
Tel: 07834 585 436 |
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Company Secretary |
Email: lorna.mcmillan@cybg.com |
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Media Relations |
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Press Office |
Tel: 0800 066 5998 |
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Email: press.office@cybg.com |
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 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, the repercussions of the UK's referendum vote to leave the European Union (EU), the UK's exit from the EU (including any change to the UK's currency), Eurozone instability, and any referendum on Scottish independence.
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 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 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 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, CYBG, 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 the Issuer, CYBG, 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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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