REG - Virgin Money UK PLC Clydesdale Bank PLC - Publication of Suppl.Prospcts

Virgin Money UKAnnouncement

12/03/2024 12:15

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RNS Number : 5461G  Virgin Money UK PLC  12 March 2024

 

Virgin Money UK PLC

(Company)

 

LEI: 213800ZK9VGCYYR6O495

Clydesdale Bank PLC

(trading as Virgin Money)

(Bank)

 

LEI: NHXOBHMY8K53VRC7MZ54

12 March 2024

Publication of Supplement to the Base Prospectus (the "Supplement")

The following Supplement has been approved by the Financial Conduct Authority
and is available for viewing:

First Supplement dated 12 March 2024 relating to the base prospectus dated 13
December 2023 for the £10,000,000,000 Global Medium Term Note Programme of
the Company and the Bank

Please read the disclaimer below "Disclaimer - Intended Addressees" before
attempting to access this service, as your right to do so is conditional upon
complying with the requirements set out below.

To view the full document, please paste the following URL into the address bar
of your browser.

http://www.rns-pdf.londonstockexchange.com/rns/5461G_1-2024-3-12.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/5461G_1-2024-3-12.pdf)

A copy of the above document has been submitted to the National Storage
Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Announcement authorised for release by Lorna McMillan, Group Company
Secretary.

Enquiries:

 Investors and Analysts
 Richard Smith                                    07483 399303
 Head of Investor Relations & Sustainability      richard.smith@virginmoney.com

 Company Secretary
 Lorna McMillan                                   07834 585436
 Group Company Secretary                          lorna.mcmillan@virginmoney.com

 Media Relations
 Press Office                                     0800 066 5998
                                                  press.office@virginmoney.com

 

 

 

DISCLAIMER - INTENDED ADDRESSEES

IMPORTANT: You must read the following before continuing: The following
applies to the Supplement available by clicking on the link above, and you are
therefore advised to read this carefully before reading, accessing or making
any other use of the Supplement. In accessing the Supplement, you agree to be
bound by the following terms and conditions, including any modifications to
them, any time you receive any information from us as a result of such access.

THE SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED
BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE SUPPLEMENT MAY
ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT U.S.
PERSONS AS DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITHIN THE UNITED
STATES TO QIBs (AS DEFINED BELOW) IN ACCORDANCE WITH RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF
THE BASE PROSPECTUS IN WHOLE OR IN PART IS PROHIBITED. FAILURE TO COMPLY WITH
THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE
LAWS OF OTHER JURISDICTIONS.

NOTHING IN THIS ELECTRONIC PUBLICATION CONSTITUTES AN OFFER OF SECURITIES FOR
SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY NOTES ISSUED OR TO
BE ISSUED PURSUANT TO THE BASE PROSPECTUS RELATING TO THE £10,000,000,000
GLOBAL MEDIUM TERM NOTE PROGRAMME OF THE COMPANY AND THE BANK (DATED 13
DECEMBER 2023 (THE "BASE PROSPECTUS" AS SUPPLEMENTED BY THE SUPPLEMENT)) HAVE
NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ANY
NOTES ISSUED OR TO BE ISSUED PURSUANT TO THE BASE PROSPECTUS MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH
RULE 144A UNDER THE SECURITIES ACT TO PERSONS REASONABLY BELIEVED TO BE
QUALIFIED INSTITUTIONAL BUYERS (EACH A "QIB") WITHIN THE MEANING OF RULE 144A
OR (2) IN AN OFFSHORE TRANSACTION TO A PERSON THAT IS NOT A U.S. PERSON IN
RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.

The Supplement must be read in conjunction with the Base Prospectus which
comprises a prospectus for the purposes of the Regulation (EU) 2017/1129 as it
forms part of domestic law of the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation").

Please note that the information contained in the Base Prospectus, as
supplemented by the Supplement, may be addressed to and/or targeted at persons
who are residents of particular countries (specified in the Base Prospectus)
only and is not intended for use and should not be relied upon by any person
outside these countries and/or to whom the offer contained in the Base
Prospectus is not addressed. Prior to relying on the information contained in
the Base Prospectus, as supplemented by this Supplement, you must ascertain
from the Base Prospectus (as applicable) whether or not you are part of the
intended addressees of the information contained therein.

Confirmation of your Representation: In order to be eligible to view the Base
Prospectus or the Supplement or make an investment decision with respect to
any notes issued or to be issued pursuant to the Base Prospectus, as
supplemented by this Supplement, you must be (A) a person other than a U.S.
person (within the meaning of Regulation S under the Securities Act); or (B) a
QIB that is acquiring the securities for its own account or for the account of
another QIB. By accessing the Base Prospectus or the Supplement, you shall be
deemed to have represented that you and any customers you represent are not a
U.S. person (as defined in Regulation S to the Securities Act) or that you are
a QIB, and that you consent to delivery of the Base Prospectus and the
Supplement thereto via electronic publication.

You are reminded that the Supplement has been made available to you on the
basis that you are a person into whose possession the Supplement may be
lawfully delivered in accordance with the laws of the jurisdiction in which
you are located, and you may not, nor are you authorised to, deliver the
Supplement to any other person.

The Supplement and the Base Prospectus do not constitute, and may not be used
in connection with, an offer or solicitation in any place where offers or
solicitations are not permitted by law. If a jurisdiction requires that the
offering be made by a licensed broker or dealer and the underwriters or any
affiliate of the underwriters is a licensed broker or dealer in that
jurisdiction, the offering shall be deemed to be made by the underwriters or
such affiliate on behalf of the Company or the Bank in such jurisdiction.
Under no circumstances shall the Supplement and the Base Prospectus constitute
an offer to sell, or the solicitation of an offer to buy, nor shall there be
any sale of any notes issued or to be issued pursuant to the Supplement or the
Base Prospectus, in any jurisdiction in which such offer, solicitation or sale
would be unlawful.

The Supplement has been made available to you in an electronic form. You are
reminded that documents transmitted via this medium may be altered or changed
during the process of electronic transmission and consequently none of the
Company, the Bank, their advisers or any person who controls the Company, the
Bank, or any director, officer, employee or agent of the Company, the Bank or
affiliate of any such person accepts any liability or responsibility
whatsoever in respect of any difference between the Supplement made available
to you in electronic format and the hard copy version available to you on
request from the Company or the Bank.

 

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