REG - Virgin Money UK PLC Clydesdale Bank PLC Nationwide B.S. - Joint Statement Re Potential Cash Acquisition

Virgin Money UKAnnouncement

07/03/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240307:nRSG9685Fa&default-theme=true

RNS Number : 9685F  Virgin Money UK PLC  07 March 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "TAKEOVER CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN
BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE EVEN IF THE PRE-CONDITIONS
SET OUT IN THIS ANNOUNCEMENT ARE SATISFIED OR WAIVED.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

7 March 2024

JOINT STATEMENT REGARDING A POTENTIAL CASH ACQUISITION

OF

VIRGIN MONEY UK PLC

BY

NATIONWIDE BUILDING SOCIETY

Introduction

The boards of directors (each a "Board") of Nationwide Building Society
("Nationwide") and Virgin Money UK PLC ("Virgin Money") are pleased to
announce that they have reached preliminary agreement on the key terms of a
potential cash acquisition of Virgin Money by Nationwide (the "Potential
Acquisition"), under which Virgin Money ordinary shareholders and CHESS
Depositary Interests ("CDI") holders (together, the "Virgin Money
Shareholders") would be entitled to receive a total value of 220 pence in cash
for each Virgin Money ordinary share (including those represented by CDIs) (a
"Virgin Money Share") comprising:

·      218 pence per Virgin Money Share in cash consideration (the
"Consideration"); and

·      a proposed dividend of 2 pence per Virgin Money Share (the
"FY2024 Dividend"), to be paid (subject to the approval of the Virgin Money
Board) as part of Virgin Money's ordinary course FY2024 dividend calendar or,
if earlier, shortly prior to completion of the Potential Acquisition.

In addition to the total value of 220 pence per Virgin Money Share, eligible
Virgin Money Shareholders would continue to be entitled to receive and retain
the final dividend of 2 pence per Virgin Money Share in respect of FY2023,
which will be paid on 20 March 2024 (the "Final Dividend").

The total value of 220 pence per Virgin Money Share (excluding the Final
Dividend) represents a premium of 38% to Virgin Money's undisturbed share
price as of 6 March 2024, and a 40% premium to the volume-weighted average
price for the 3 month period ending 6 March 2024. The total value of 220 pence
per Virgin Money Share values the entire issued share capital of Virgin Money
at approximately £2.9 billion.

The announcement of any firm offer under Rule 2.7 of the Takeover Code in
respect of the Potential Acquisition by Nationwide is subject to the
satisfaction or waiver of a number of customary pre-conditions, including,
amongst other things, the satisfactory completion of customary due diligence
in respect of the Virgin Money group.

 

Strategic rationale

The Boards of Nationwide and Virgin Money believe that, if it proceeds, the
Potential Acquisition would combine two complementary businesses. The
Potential Acquisition would create a combined group with total assets of
approximately £366.3 billion and total lending and advances of approximately
£283.5 billion, representing the second largest provider of mortgages and
savings in the UK.

Nationwide has grown over time through a series of historical acquisitions to
become the UK's largest building society. Nationwide remains wholly committed
to being a building society and a modern mutual that meets its customers' and
members' banking needs to a high standard.

The Nationwide Board believes that the Potential Acquisition would enable
Nationwide to accelerate its strategy and broaden and deepen its products and
services faster than could be achieved organically, whilst providing a return
that would further support Nationwide's financial strength and deliver greater
value to its customers and members. In particular:

·      Customers, Lending and Deposits: Virgin Money is the UK's sixth
largest retail bank by total assets with a customer base of approximately 6.6
million and total lending of £72.8 billion, comprising a high-quality
mortgage portfolio of approximately £57.1 billion and deposit portfolio of
approximately £67.3 billion. The Potential Acquisition would enable
Nationwide to increase its scale in its core lending and deposit markets and
strengthen Nationwide's position as one of the UK's leading providers of
mortgages, savings and current accounts.

·      Credit Cards: Virgin Money has a strong unsecured lending
business, with £6.7 billion of balances, including an estimated 8.6% market
share of UK credit cards, which the Nationwide Board believes would complement
Nationwide's existing product offering and unsecured lending.

·      Business Banking: The Nationwide Board believes that Virgin
Money's £9.0 billion of existing business lending balances and 'Business
Current Account' would enable Nationwide to build on its existing business
savings proposition, with a broader business banking offering to support
Nationwide's growth and diversify its sources of funding.

The Nationwide Board believes that the Potential Acquisition would create a
combined group with enhanced financial strength, including through access to
greater diversity of funding, notably from business deposits, and the
opportunity to generate improved returns. Nationwide expects to be able to
capitalise on this financial strength to support the continued provision of
its 'Fairer Share Payment' to eligible Nationwide members and member financial
benefits via mortgage and savings rates that are, on average, better than the
market average, along with other incentives.

In order to realise the exciting opportunity presented by the Potential
Acquisition, Nationwide has developed key objectives for the combined group
across the areas of integration, colleagues and customers:

·      Integration: Nationwide would seek to integrate Virgin Money
gradually over multiple years into the Nationwide group, prioritising good
customer outcomes following the completion of comprehensive planning and
engagement with relevant stakeholders. In the medium term, Virgin Money would
continue to operate as a separate legal entity within the Nationwide group,
with a separate board of directors and a separate banking licence. Nationwide
intends that the combined group would retain the "Virgin Money" brand in the
medium term, but has agreed with Virgin Enterprises Limited ("Virgin
Enterprises") that it would cease doing so over a six-year period from
completion of the Potential Acquisition, by which point Nationwide would
intend to have re-branded the Virgin Money business.

Nationwide has the largest single-brand branch network in the UK and is
committed to maintaining its breadth of coverage. Nationwide would keep its
'Branch Promise' and, from completion, it intends to retain a branch
everywhere where the combined group is present, until at least the start of
2026. This would be subject to any relevant plans and proposals for branch
closures that have already been approved by Virgin Money, and which are
ongoing as at completion. In addition, Nationwide values Virgin Money's
ongoing presence in Glasgow and Newcastle.

·      Colleagues: The Nationwide Board believes that Virgin Money's
purpose and principles are well aligned with those of Nationwide. Nationwide
values the skills and experience of Virgin Money's approximately 7,300 full
time equivalent workforce and believes the Potential Acquisition would be an
opportunity to harness the talent of this group. Nationwide would be committed
to helping Virgin Money's people be at their best and thrive, leveraging the
existing colleague proposition - one that seeks to promote a high-performing,
purpose-driven culture, which helps colleagues feel supported and develop
rewarding careers.

Nationwide does not intend to make any material changes to the size of the
Virgin Money employee base in the near term, and would safeguard the existing
contractual and statutory rights of Virgin Money employees, including pension
arrangements and redundancy policies.

·      Customers: Nationwide is committed to maintaining its breadth of
coverage and over time, the combined group's customers would benefit from the
enlarged range of products and propositions on offer. Virgin Money customers
would not automatically become members of Nationwide.

Nationwide offers a comprehensive range of wider retail financial services and
products, including credit cards, personal loans and insurance. These
offerings diversify its income, and help it give value back to its customers,
through better product pricing than the market average and better service than
its peers.

 

Virgin Money Board's views of the Potential Acquisition

The Virgin Money Board has carefully evaluated the Potential Acquisition
together with its financial advisers and has concluded that, should a firm
offer be made on the same financial terms as the Potential Acquisition, it
would be minded to recommend it to Virgin Money Shareholders. Sara Weller, the
Virgin Money director who is appointed to the Virgin Money Board as a
representative of Virgin Enterprises, has not been involved in Virgin Money
Board discussions relating to aspects of the Potential Acquisition
specifically concerning the brand licence agreement with Virgin Enterprises,
the Virgin brand and the Virgin Red loyalty programme.

The Virgin Money Board has assessed the Potential Acquisition against its
standalone plan to deliver its digital strategy and develop an efficient
platform which will support robust sustainable returns. Continued growth in
target segments of business, unsecured lending and relationship deposits will
support stronger income, which combined with ongoing cost savings, is expected
to deliver further reductions in the cost:income ratio and improved returns
over time.

 

Virgin Money has made a positive start to the year and carries good momentum
into FY2024 as it continues to execute its strategy. As set out in its trading
update on 6 February 2024, in Q1 FY2024 Virgin Money delivered continued
growth in relationship deposits and target lending segments, whilst
maintaining a stable margin and with ongoing cost efficiencies absorbing
inflation. Virgin Money continued to maintain a robust funding and capital
position in the quarter, with credit quality trends consistent with FY2023 and
increased coverage levels.

 

Against this backdrop, if the Potential Acquisition is implemented, the Virgin
Money Board notes the potential for Virgin Money to benefit from Nationwide's
scale and pace of investment, and for Nationwide to leverage Virgin Money's
capabilities and strengths. For Virgin Money Shareholders, Virgin Money's
Board notes the Potential Acquisition would deliver an attractive premium and
strong value crystallisation in cash. The Virgin Money Board also notes that
the terms of the Potential Acquisition have been arrived at following a series
of proposals from Nationwide.

 

Arrangements with Virgin Enterprises and Virgin Group

Virgin Money licenses certain rights to use the "Virgin Money" brand from
Virgin Enterprises pursuant to a trade mark licence agreement (the "TMLA").
Nationwide recognises the significant role that the "Virgin Money" brand has
played in the development of the Virgin Money group over time. However, as
part of its longer-term integration strategy, Nationwide intends for the
Virgin Money business to re-brand over time.

Prior to this announcement, Nationwide has entered into a legally binding
agreement with Virgin Enterprises pursuant to which the parties have agreed
that the TMLA would be terminated on the fourth anniversary of completion of
the Potential Acquisition, following which the Virgin Money group would have a
two-year period during which it would be required to complete its re-branding.
In addition, Nationwide and Virgin Enterprises are currently exploring options
for a potential partnership relating to the expansion of the Virgin Red
loyalty programme to customers of the combined group.

Virgin Group Holdings Limited ("Virgin Group") has also confirmed to
Nationwide that, should a firm offer be made on the same financial terms as
the Potential Acquisition, it would be minded to support such a firm offer by
voting in favour of the related scheme of arrangement or accepting the offer
(as applicable). Virgin Group holds 188,083,550 Virgin Money Shares
(representing approximately 14.5% of the total number of Virgin Money Shares
in issue).

Virgin Group believes that Virgin Money will continue to 'change business for
good' as part of the combined group and welcomes the opportunity to further
explore options for a potential partnership to extend the Virgin Red loyalty
programme to customers across the combined group.

This announcement has been made with the consent of each of Virgin Enterprises
and Virgin Group.

 

Chairman of Nationwide Building Society, Kevin Parry commented:

"A combination with Virgin Money would accelerate Nationwide's strategy and
create a stronger, and more diverse, modern mutual.

The combination would increase Nationwide's scale and financial strength, put
us in a stronger position to continue to provide Fairer Share Payments to
eligible Nationwide members, and offer rates for mortgages and savings that
are, on average, better than the market average."

Chief Executive Officer of Nationwide Building Society, Debbie Crosbie
commented:

"Importantly, Nationwide will remain a building society, and a combined group
would bring the benefits of fairer banking and mutual ownership to more people
in the UK, including our continuing commitment to retain existing branches, as
part of our 'Branch Promise' and leading levels of customer service.

We believe the combination would create a stronger and more diverse business
that will be better placed to deliver value to our members and customers, both
now and in the future."

Chairman of Virgin Money UK PLC, David Bennett commented:

"The Board of Virgin Money is pleased that Nationwide recognises the
considerable strengths and opportunities that exist across our business, with
the potential acquisition delivering attractive value for our shareholders. We
are confident that a combination would support an exciting new chapter for
Virgin Money to benefit from Nationwide's scale and ambition."

Chief Executive Officer of Virgin Money UK PLC, David Duffy commented:

"This potential transaction with Nationwide represents an exciting opportunity
to build on the significant progress we have made in becoming the only new
Tier 1 bank in recent history. The combined scale and strength would expand
our customer offering and complete our journey in the banking sector as a
national competitor."

Other aspects

The cash consideration necessary to satisfy the Potential Acquisition in full
would be funded from Nationwide's existing cash resources. It is not
anticipated that the Potential Acquisition, should it proceed, would require
any immediate changes to the capital structure of the Virgin Money group or
the combined group as a whole.

If, on or after the date of this announcement and before completion of the
Potential Acquisition, other than the FY2024 Dividend, the Final Dividend and
any repurchases of Virgin Money Shares (including CDIs) by Virgin Money
pursuant to the Buyback Programme (as defined below), any dividend,
distribution or other return of capital or value is announced, declared, made
or paid by Virgin Money or becomes payable by Virgin Money in respect of the
Virgin Money Shares (including CDIs), Nationwide reserves the right to reduce
the Consideration that would be payable for the Virgin Money Shares pursuant
to the Potential Acquisition by an amount up to the amount of such dividend
and/or distribution and/or other return of capital or value. In such
circumstances, Virgin Money Shareholders would be entitled to receive and
retain any such dividend and/or other distribution and/or return of capital or
value to which they are entitled.

The Potential Acquisition would be subject to customary conditions and terms
to be set out in the firm offer announcement under Rule 2.7 of the Takeover
Code. The Potential Acquisition would not be subject to any condition relating
to the passing of a resolution by Nationwide's members.

In light of the Potential Acquisition, the Board of Virgin Money has
determined to suspend the £150 million share buyback programme announced on
23 November 2023 (the "Buyback Programme") on the London Stock Exchange and
the Australian Securities Exchange until further notice.

 

Important Takeover Code notes

There can be no certainty that any firm offer will be made, even if the
pre-conditions referred to above are satisfied or waived.

In accordance with Rule 2.6(a) of the Takeover Code, Nationwide must, by no
later than 5.00 p.m. on 4 April 2024, either announce a firm intention to make
an offer for Virgin Money in accordance with Rule 2.7 of the Takeover Code or
announce that it does not intend to make an offer for Virgin Money, in which
case the announcement will be treated as a statement to which Rule 2.8 of the
Takeover Code applies. This deadline will be extended only with the consent of
Virgin Money and the Panel in accordance with Rule 2.6(c) of the Takeover
Code.

Prior to this announcement it has not been practicable for Nationwide to make
enquiries of all persons acting in concert with it to determine whether any
dealings in Virgin Money securities by such persons give rise to a requirement
under Rule 6 or Rule 11 of the Takeover Code for Nationwide, if it were to
make an offer, to offer any minimum level, or particular form, of
consideration. In accordance with note 4 on Rule 2.4 of the Takeover Code, any
such details shall be announced as soon as practicable and in any event by no
later than 21 March 2024.

In accordance with Rule 2.5 of the Takeover Code, Nationwide reserves the
right to amend the terms of any offer (including to make an offer on less
favourable terms than those set out in this announcement and introduce other
forms of consideration) if: (i) the Virgin Money Board agrees; (ii) if Virgin
Money announces, declares or pays a dividend or any other distribution or
return of value to Virgin Money Shareholders (other than the FY2024 Dividend,
the Final Dividend and any repurchases of Virgin Money Shares (including CDIs)
by Virgin Money pursuant to the Buyback Programme) after the date of this
announcement, in which case Nationwide reserves the right to make an
equivalent reduction to any offer; (iii) a third party announces a possible
offer or a firm intention to make an offer for Virgin Money; or (iv) Virgin
Money announces a Rule 9 waiver pursuant to the Takeover Code.

A further statement will be made as appropriate.

The person responsible for arranging the release of this announcement on
behalf of Virgin Money is Lorna McMillian, Group Company Secretary.

Virgin Money's LEI Number is 213800ZK9VGCYYR6O495.

 

Enquiries:

 Nationwide Building Society
 Muir Mathieson, Deputy CFO and Treasurer
 Sarah Abercrombie, Head of Investor Relations, Credit Ratings and Treasury
 Sustainability

 Media enquiries:                         Nationwide-UK@fgsglobal.com
 Investor enquiries:                                                               Nationwide.treasury@Nationwide.co.uk

 UBS (financial adviser to Nationwide)                                             +44 (0)20 7567 8000
 Sam Small

 Ben Crystal

 David Sissons

 FGS Global (public relations adviser to Nationwide)                               +44 (0)20 7251 3801
 James Murgatroyd

Charlie Chichester

Richard Webster-Smith

Sophia Johnston
 Virgin Money UK PLC

Investors and Analysts

 Richard Smith

                                                                                 +44 (0)7483 399303
 Head of Investor Relations & Sustainability

                                                                                 richard.smith@virginmoney.com

 Company Secretary

 Lorna McMillan

                                                                                 +44 (0)7834 585436
 Group Company Secretary

                                                                                 lorna.mcmillan@virginmoney.com

 Media Relations

                                                                                 +44 (0)800 066 5998
 Press Office

                                                                                 press.office@virginmoney.com

 Goldman Sachs (joint financial adviser and joint corporate broker to Virgin

 Money)                                                                            +44 (0)20 7774 1000

 Anthony Gutman

 Nimesh Khiroya

 Ronan Breen

 Bertie Whitehead

 J.P. Morgan Cazenove (joint financial adviser and joint corporate broker to
 Virgin Money)

                                                                                 +44 (0)20 3493 8000
 Conor Hillery

 Dwayne Lysaght

 Claire Brooksby

 Ravin Mehta

 Teneo (public relations adviser to Virgin Money)

 Douglas Campbell (UK)

 Julia Henkel (Australia)

                                                                                 +44 (0)7753 136628

                                                                                 +61 406 918080

Slaughter and May is acting as legal adviser to Nationwide in connection with
the Potential Acquisition.

Clifford Chance LLP is acting as legal adviser to Virgin Money in connection
with the Potential Acquisition.

Information on Virgin Money

Virgin Money is a Tier 1 bank with c.6.6 million retail and business customers
across the UK, bringing the best of the Virgin brand to make banking better
and enable customers to achieve their financial goals. Led by its purpose of
'making you happier about money', Virgin Money offers a range of
straightforward, award-winning products including current accounts, credit
cards, savings, investments, mortgages, pensions, loans and more.

Rewarding, digital-first customer experiences are central to its ambition of
becoming the UK's best digital bank, supported by a network of stores, contact
centres and relationship managers. Through the Virgin Money Foundation and key
partnerships, the bank also delivers positive change in society as part of its
progressive sustainability and ESG agenda.

An inclusive and ambitious culture for approximately 7,300 full time
equivalent colleagues is fostered through 'A Life More Virgin' policy,
encouraging colleagues to work in a healthy, flexible, digitally-led
environment. Headquartered in Glasgow with major offices in Newcastle upon
Tyne and London, Virgin Money is a FTSE 250 company, dual-listed on the London
Stock Exchange (VMUK) and the Australian Securities Exchange (VUK).

Information on Nationwide

Nationwide is the world's largest building society, with over 17 million
customers, 16 million of whom have a current account, mortgage or savings
product, and are therefore members of the Society. Nationwide is owned by its
members and focuses on providing banking products and services to its
customers. Nationwide has over 18,000 employees, including those based in its
headquarters in Swindon, and those working in its network of over 600 branches
across the UK. The combination of its mutual ownership model and scale puts
Nationwide in a unique position within the UK financial services ecosystem.

Following the Potential Acquisition, Nationwide would remain a building
society.

Nationwide is the UK's third largest mortgage provider and holds almost £1 in
every £10 saved in the UK, as well as one in ten of the UK's current
accounts. It also supports landlords and those who rely on the private rented
sector for their long-term housing needs through its buy to let business, The
Mortgage Works.

Nationwide's purpose is 'Banking - but fairer, more rewarding, and for the
good of society'. The Nationwide Board believes that its mutual ownership
model enables it to balance its need to retain sufficient profit to remain
financially strong, with its commitment to share its success with its
customers and members.

Inside Information

This announcement contains inside information as stipulated under the Market
Abuse Regulation no 596/2014 (incorporated into UK law by virtue of the
European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019). Upon the publication of this
announcement via a regulatory information service, this inside information is
now considered to be in the public domain.

Disclaimers

This announcement does 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.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority (the "PRA") and subject to regulation by the
Financial Conduct Authority (the "FCA") and limited regulation by the PRA in
the United Kingdom. UBS is acting exclusively for Nationwide and no one else
in connection with the Potential Acquisition. In connection with such matters,
UBS will not regard any other person as its client, nor will it be responsible
to any other person for providing the protections afforded to its clients or
for providing advice in relation to the Potential Acquisition, the contents of
this announcement or any other matter referred to herein.

Goldman Sachs International ("GSI"), which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting for Virgin
Money and no one else in connection with the distribution of this document and
will not be responsible to anyone other than Virgin Money for providing the
protections afforded to clients of GSI, or for giving advice in connection
with the Potential Acquisition or any matter referred to herein.

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA.
J.P. Morgan Cazenove is acting as joint financial adviser exclusively for
Virgin Money and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in relation to
the matters in this announcement and will not be responsible to anyone other
than Virgin Money for providing the protections afforded to clients of J.P.
Morgan Cazenove or its affiliates, nor for providing advice in relation to any
matter referred to herein.

Overseas jurisdictions

This announcement has been prepared in accordance with, and for the purposes
of complying with, English law, the Takeover Code, the Market Abuse Regulation
and the Listing Rules, and information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside of England.

The release, publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom or Australia may be restricted by
law and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom or Australia should inform themselves about, and
observe any applicable requirements.

Cautionary Note Regarding Forward-Looking Statements

This announcement (including information incorporated by reference into this
announcement), statements made regarding the Potential Acquisition, and other
information to be published by Nationwide and/or Virgin Money, contain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and not based on
historical facts, but rather on current expectations and projections of the
management of Nationwide and/or Virgin Money about future events, and are
therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied by the
forward-looking statements.

The forward-looking statements contained in this announcement include
statements with respect to the financial condition, results of operations and
business of Virgin Money and certain plans and objectives of Nationwide with
respect thereto and other statements other than historical facts. Often, but
not always, forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts and may use words such as
"anticipate", "target", "expect", "estimate", "forecast", "intend", "plan",
"budget", "scheduled" "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar meaning. These
statements are based on assumptions and assessments made by Virgin Money
and/or Nationwide in light of their experience and their perception of
historical trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking statements involve
known and unknown risk and uncertainty and other factors which may cause
actual results, performance or developments to differ materially from those
expressed in or implied by such, because they relate to events and depend on
circumstances that will occur in the future. Although Nationwide and/or Virgin
Money believe that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations
will prove to have been correct and you are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only as at the
date of this announcement. Neither Nationwide nor Virgin Money assumes any
obligation to update or correct the information contained in this announcement
(whether as a result of new information, future events or otherwise), except
as required by applicable law.

There are a number of factors which could cause actual results and
developments to differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause actual results
to differ materially from those described in the forward-looking statements
include, but are not limited to: the ability to proceed with or complete the
Potential Acquisition; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other conditions on the proposed
terms; changes in the global, political, economic, business and competitive
environments and in market and regulatory forces; changes in future inflation,
deflation, exchange and interest rates; changes in tax and national insurance
rates; future business combinations, capital expenditures, acquisitions or
dispositions; changes in general and economic business conditions; changes in
the behaviour of other market participants; the anticipated benefits of the
Potential Acquisition not being realised as a result of changes in general
economic and market conditions in the countries in which Nationwide and Virgin
Money operate; weak, volatile or illiquid capital and/or credit markets;
changes in the degree of competition in the geographic and business areas in
which Nationwide and Virgin Money operate; the repercussions of the outbreak
of epidemics (including but not limited to the COVID-19 outbreak); changes to
the Boards of Nationwide and/or Virgin Money and/ or the composition of their
respective workforces; exposures to terrorist activity, IT system failures,
cyber-crime, fraud and pension scheme liabilities; risks relating to
environmental matters such as climate change including Nationwide and/or
Virgin Money's ability along with the government and other stakeholders to
measure, manage and mitigate the impacts of climate change effectively;
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;
changes in the liquidity, capital, funding and/ or asset position and/or
credit ratings of Nationwide and/or Virgin Money; the repercussions of the
UK's exit from the EU (including any change to the UK's currency and the terms
of any trade agreements (or lack thereof) between the UK and the EU), Eurozone
instability, Russia's invasion of Ukraine, conflicts in the Middle East any
referendum on Scottish independence, and any UK or global cost of living
crisis or recession. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors.

Neither Nationwide nor Virgin Money, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in their announcement will actually occur. Given
the risks and uncertainties, you are cautioned not to place any reliance on
these forward-looking statements.

Other than in accordance with their legal or regulatory obligations, neither
Nationwide nor Virgin Money is under any obligation, and Nationwide and Virgin
Money expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10(th)
business day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th) business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror, save to the extent
that these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 pm (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Virgin Money confirms that,
as at close of business on 5 March 2024, it had 1,296,387,242 Virgin Money
Shares of 10 pence each in issue (including Virgin Money Shares underlying
CDIs, each CDI representing one Virgin Money Share). The Virgin Money Shares
are admitted to trading on the Main Market of the London Stock Exchange with
the International Securities Identification Number (ISIN) GB00BD6GN030. Virgin
Money's CDIs are admitted to trading on the Australian Securities Exchange
with the ISIN AU0000064966. Virgin Money holds no shares in treasury.

Publication on website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code,
will be made available free of charge, subject to certain restrictions
relating to persons resident in restricted jurisdictions, on Nationwide'
website at www.nationwide.co.uk/investor-relations/ and Virgin Money's website
at www.virginmoneyukplc.com/investor-relations/announcements/ by no later than
12 noon (London time) on the first business day following the date of this
announcement. For the avoidance of doubt, neither the contents of these
websites nor the contents of any websites accessible from any hyperlinks are
incorporated into or forms part of this announcement.

No profit forecasts, profit estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Virgin Money for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for Virgin Money.

Sources of information

The closing price of Virgin Money Shares of 159.05 pence on 6 March 2024 has
been taken from the Daily Official List.

The volume-weighted average price of Virgin Money Shares of 157.5 pence for
the three-month period ended 6 March 2024 has been derived from Bloomberg and
has been rounded to the nearest single decimal place.

The valuation of the entire issued share capital of Virgin Money represented
by the Potential Acquisition of approximately £2.9 billion has been
calculated by multiplying 220 pence by 1,296,387,242, being the number of
Virgin Money Shares in issue as at 5 March 2024, such date being the last
practicable date prior to the release of this announcement.

Figures relating to the total assets and total lending and advances of the
combined group have been calculated by adding the total assets and total loans
and advances to customers of Nationwide as set out in its interim results in
respect of the six-month period ended 30 September 2023 to the total assets
and total loans and advances to customers of Virgin Money as set out in its
annual report in respect of its financial year ended 30 September 2023.

Certain figures included in this announcement have been subject to rounding
adjustments.

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  AGRFIFERVLIDIIS