Tender Offer - Maximum Acceptance Amount
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.
4 June 2025
Virgin Money UK PLC
(incorporated with limited liability in England and Wales with Registered Number 09595911)
Legal Entity Identifier (LEI): 213800ZK9VGCYYR6O495
ANNOUNCES MAXIMUM ACCEPTANCE AMOUNT IN RELATION TO TENDER OFFERS TO PURCHASE NOTES FOR CASH
Further to the announcement dated 3 June 2025 in relation to the invitation of Virgin Money UK PLC (the "Issuer") to holders of its outstanding £350,000,000 8.250 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (ISIN: XS2486863595) and £350,000,000 11.000 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (ISIN: XS2718145779) (together, the "Notes"), to tender such Notes for purchase by the Issuer for cash, the Issuer hereby confirms that the Maximum Acceptance Amount is £700,000,000. As the Maximum Acceptance Amount is equal to the aggregate principal amount of the Notes, the Issuer confirms that it will accept for purchase any validly tendered Notes up to the Maximum Acceptance Amount without such Notes being scaled by a Scaling Factor. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the tender offer memorandum prepared by the Issuer dated 3 June 2025 (the "Tender Offer Memorandum").
FURTHER INFORMATION
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the conditions of and procedures for participating in the Offers.
The Issuer is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Issuer of Notes tendered pursuant to the Offers is at the sole discretion of the Issuer and tenders may be rejected by the Issuer for any reason.
A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. Any questions or requests for assistance in connection with: (i) the Offers, may be directed to the Dealer Managers; and (ii) the delivery of Tender Instructions or requests for additional copies of the Tender Offer Memorandum or related documents, which may be obtained free of charge, may be directed to the Tender Agent, the contact details for each of which are set out below.
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Dealer Managers |
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J.P. Morgan Securities plc 25 Bank Street
Telephone: +44 (0) 20 7134 2468 Email: liability_management_EMEA@jpmorgan.com Attention: EMEA Liability Management Group |
Lloyds Bank Corporate Markets plc 33 Old Broad Street London EC2N 1HZ United Kingdom
Telephone: +44 (0) 20 7158 1726 / 1719 Email: LBCMLiabilityManagement@lloydsbanking.com Attention: Liability Management |
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NatWest Markets Plc 250 Bishopsgate London EC2M 4AA United Kingdom
Telephone: +44 (0) 20 7678 5222 Email: NWMLiabilityManagement@natwestmarkets.com Attention: Liability Management |
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Tender Agent |
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Kroll Issuer Services Limited 3 London Bridge Street London SE1 9SG United Kingdom
Telephone: +44 (0) 20 7704 0880 Attention: Owen Morris / Scott Boswell Email: virginmoney@is.kroll.com |
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DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully before any decision is made with respect to the Offers. The Dealer Managers do not take responsibility for the contents of this announcement. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial, legal and any other advice, including in respect of any tax financial, accounting, regulatory and tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offers. None of the Issuer, the Dealer Managers or the Tender Agent or their respective directors, employees or affiliates makes any recommendation as to whether Noteholders should participate in the Offers and none of the Issuer, the Dealer Managers or the Tender Agent nor any of their respective affiliates will have any liability or responsibility in respect thereto. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come into are required by each of the Issuer, the Group, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
Questions and requests for assistance in connection with: (i) the Offers may be directed to the Dealer Managers; and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are above.
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Companies
Nationwide Building Society Core Capital Deferred Shs (Min 250 CCDS) (NBS)VIRGIN MONEY UK PLC (37PN)
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