REG - Virgin Money UK PLC Clydesdale Bank PLC - Form 8 (OPD) - Virgin Money UK PLC
20/03/2024 17:45
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RNS Number : 6804H Virgin Money UK PLC 20 March 2024
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: VIRGIN MONEY UK PLC
(b) Owner or controller of interests and short positions disclosed, if N/A
different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a
trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form VIRGIN MONEY UK PLC
relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 18 March 2024
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser making N/A
disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil 0 Nil 0
(2) Cash-settled derivatives: Nil 0 Nil 0
(3) Stock-settled derivatives (including options) and agreements to Nil 0 Nil 0
purchase/sell:
Nil 0 Nil 0
TOTAL:
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: Nil
Details, including nature of the rights concerned and relevant percentages: N/A
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including
directors' and other employee options) of any person acting in concert with
the party to the offer making the disclosure:
(a) Interests in Virgin Money UK Plc ("VMUK") securities held by the
directors of VMUK and their close relatives and related trusts
Class of relevant securities: Ordinary shares of 10 pence each (unless otherwise stated)
Name Number of VMUK securities held Percentage of issued share capital*
Clifford Abrahams 254,176 0.0196
David Bennett 40,388 0.0031
Lucinda Charles-Jones 0 0.0000
David Duffy 1,585,518** 0.1223
Geeta Gopalan 7,932 0.0006
Elena Novokreshchenova 0 0.0000
Darren Pope 11,785 0.0009
Tim Wade and his close relatives 50,505*** 0.0038
Sara Weller 25,000 0.0019
* All percentages in this form have been rounded to four decimal places and
are based on VMUK's issued share capital of 1,296,012,374 ordinary shares
(including ordinary shares underlying CHESS Depositary Interests (CDIs), each
CDI representing one ordinary share) as at 18 March 2024.
** This includes 661 ordinary shares held via the Virgin Money Group Share
Incentive Plan and CHESS Depositary Interests which represent interests in
4,080 ordinary shares beneficially-owned.
*** This includes 20,505 ordinary shares held by Tim Wade and 30,000 ordinary
shares held by his close relative.
(b) Awards over VMUK shares held by the directors of VMUK and their close
relatives and related trusts
Class of relevant securities: Ordinary shares of 10 pence each (unless otherwise stated)
Name Scheme Number of VMUK shares under award Percentage of issued share capital Grant Date Vesting Period
Clifford Abrahams Long Term Incentive Plan ("LTIP") 748,936 0.0577 9 December 2021 9 December 2024 to 9 December 2028
Clifford Abrahams LTIP 782,100 0.0603 9 December 2022 9 December 2025 to 9 December 2029
Clifford Abrahams LTIP 980,300 0.0756 8 December 2023 9 December 2026 to 9 December 2030
David Duffy LTIP 38,375 0.0029 24 November 2017 20 June 2024 to 20 June 2025
David Duffy LTIP 274,180 0.0211 20 December 2018 20 December 2024 to 20 December 2025
David Duffy LTIP 243,255 0.0187 9 December 2019 9 December 2024 to 9 December 2026
David Duffy LTIP 535,418 0.0413 9 December 2020 9 December 2024 to 9 December 2027
David Duffy LTIP 1,280,425 0.0987 9 December 2021 9 December 2024 to 9 December 2028
David Duffy LTIP 1,337,130 0.1031 9 December 2022 9 December 2025 to 9 December 2029
David Duffy LTIP 1,666,520 0.1285 8 December 2023 9 December 2026 to 9 December 2030
(c) Interests in VMUK's securities held by connected advisers of VMUK
Class of relevant securities: Ordinary shares of 10 pence each
Interests Short positions
Name Type Number % Number %
Goldman Sachs & Co. LLC Cash settled derivatives 1 0.0000 0 0.0000
Goldman Sachs Financial Markets Pty Ltd Cash settled derivatives 319,198 0.0246 1,329,032 0.1025
Goldman Sachs Financial Markets Pty Ltd Relevant securities owned and/or controlled**** 1,323,861 0.1021 314,278 0.0242
**** Securities held as CDIs
* All percentages in this form have been rounded to four decimal places and
are based on VMUK's issued share capital of 1,296,012,374 ordinary shares
(including ordinary shares underlying CHESS Depositary Interests (CDIs), each
CDI representing one ordinary share) as at 18 March 2024.
** This includes 661 ordinary shares held via the Virgin Money Group Share
Incentive Plan and CHESS Depositary Interests which represent interests in
4,080 ordinary shares beneficially-owned.
*** This includes 20,505 ordinary shares held by Tim Wade and 30,000 ordinary
shares held by his close relative.
(b) Awards over VMUK shares held by the directors of VMUK and their close
relatives and related trusts
Class of relevant securities: Ordinary shares of 10 pence each (unless otherwise stated)
Name Scheme Number of VMUK shares under award Percentage of issued share capital Grant Date Vesting Period
Clifford Abrahams Long Term Incentive Plan ("LTIP") 748,936 0.0577 9 December 2021 9 December 2024 to 9 December 2028
Clifford Abrahams LTIP 782,100 0.0603 9 December 2022 9 December 2025 to 9 December 2029
Clifford Abrahams LTIP 980,300 0.0756 8 December 2023 9 December 2026 to 9 December 2030
David Duffy LTIP 38,375 0.0029 24 November 2017 20 June 2024 to 20 June 2025
David Duffy LTIP 274,180 0.0211 20 December 2018 20 December 2024 to 20 December 2025
David Duffy LTIP 243,255 0.0187 9 December 2019 9 December 2024 to 9 December 2026
David Duffy LTIP 535,418 0.0413 9 December 2020 9 December 2024 to 9 December 2027
David Duffy LTIP 1,280,425 0.0987 9 December 2021 9 December 2024 to 9 December 2028
David Duffy LTIP 1,337,130 0.1031 9 December 2022 9 December 2025 to 9 December 2029
David Duffy LTIP 1,666,520 0.1285 8 December 2023 9 December 2026 to 9 December 2030
(c) Interests in VMUK's securities held by connected advisers of VMUK
Class of relevant securities: Ordinary shares of 10 pence each
Interests Short positions
Name Type Number % Number %
Goldman Sachs & Co. LLC Cash settled derivatives 1 0.0000 0 0.0000
Goldman Sachs Financial Markets Pty Ltd Cash settled derivatives 319,198 0.0246 1,329,032 0.1025
Goldman Sachs Financial Markets Pty Ltd Relevant securities owned and/or controlled**** 1,323,861 0.1021 314,278 0.0242
**** Securities held as CDIs
Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may
be an inducement to deal or refrain from dealing entered into by the party to
the offer making the disclosure or any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there
are no such agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to
options or derivatives
Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer making the disclosure, or any person acting in
concert with it, and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 20 March 2024
Contact name: Lorna McMillan
Telephone number: +44 7834 585436
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .
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