Regulatory Approval and Timetable Update

Virgin Money UK

06/09/2024 07:00

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RNS Number : 2187D  Nationwide Building Society  06 September 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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

6 September 2024

 

Recommended Cash Acquisition

of

Virgin Money UK PLC ("Virgin Money")

by

Nationwide Building Society ("Nationwide")

                      Announcement of Regulatory Approval
and Timetable Update

The boards of Virgin Money and Nationwide are pleased to announce that the FCA
and the PRA have given their requisite consent to the recommended cash
acquisition of the entire issued and to be issued share capital of Virgin
Money by Nationwide, the terms of which were announced on 21 March 2024 (the
"Acquisition").

The Acquisition is to be implemented by means of a scheme of arrangement
between Virgin Money and its shareholders under Part 26 of the Companies Act
(the "Scheme") and is subject to the terms and conditions set out in the
scheme document relating to the Acquisition (the "Scheme Document"). The
Acquisition was approved by Virgin Money Shareholders at the Shareholder
Meetings held on 22 May 2024.

The Acquisition is subject to the Conditions set out in Part 3 of the Scheme
Document, including the receipt of the relevant approvals from the FCA and the
PRA. Further to the announcement on 19 July 2024 confirming that the UK CMA
had given its approval of the Acquisition, on 6 September 2024 the FCA and the
PRA each gave written notice to Nationwide approving each acquisition of
control in respect of a UK authorised person contemplated by the Acquisition.
Accordingly, Condition 4(A) set out in Part A of Part 3 of the Scheme Document
has been satisfied. As all relevant regulatory approvals have now been
received, Virgin Money will proceed to seek the sanction of the Scheme by the
Court in accordance with the timetable set out below.

The Acquisition will not require any immediate changes to the capital
structure of the Virgin Money Group or the Combined Group as a whole. The PRA
has confirmed that it intends to apply sub-consolidated prudential
requirements to Virgin Money until 31 December 2028, which means that the
outstanding externally held own funds issued by Virgin Money will, subject to
applicable deductions, be eligible to meet the consolidated capital
requirements applicable to the Combined Group. The Bank of England has also
confirmed that it intends to exercise its discretion to treat the outstanding
externally held eligible liabilities, additional tier 1 and tier 2 instruments
issued by Virgin Money as eligible to meet the consolidated MREL requirements
applicable to the Combined Group until 31 December 2028. Nationwide and Virgin
Money intend to simplify and align their capital structures over time as part
of broader integration planning.

Nationwide is pleased to announce that Muir Mathieson is appointed Chief
Financial Officer and executive director of Nationwide with effect from the
date of this announcement. Chris Rhodes is standing down from the Nationwide
board with immediate effect and will spend the period until Completion
preparing to become the Chief Executive Officer of Virgin Money (such
appointment taking effect on the Effective Date).

Unless otherwise defined, all capitalised terms in this announcement have the
meaning given to them in the Scheme Document.

Next steps and timetable

The Scheme remains subject to certain other conditions including sanction by
the Court at the Court Hearing (expected to take place on 27 September 2024)
and the delivery of a copy of the Court Order to the Registrar of Companies.
Subject to the Scheme receiving the sanction of the Court on the expected date
and the delivery of a copy of the Court Order to the Registrar of Companies
and the satisfaction or (if capable of waiver) the waiver of the remaining
Conditions to the Scheme (as set out in the Scheme Document) the Scheme is
expected to become Effective on 1 October 2024.

The expected timetable of principal events for the implementation of the
Scheme is set out below. The times and dates given in the expected timetable
of principal events are based on Virgin Money's and Nationwide's current
expectations and may be subject to change. If any of the times and dates set
out in the expected timetable change, Virgin Money will give notice of this
change by issuing an announcement through a Regulatory Information Service and
the ASX Market Announcements Platform and, if required by the Panel, posting
notice of the change(s) to Virgin Money Shareholders and persons with
information rights. Such announcement will be made available on Virgin Money's
website at www.virginmoneyukplc.com/investor-relations/announcements/
(http://www.virginmoneyukplc.com/investor-relations/announcements/) and on
Nationwide's website at
https://www.nationwide.co.uk/investor-relations/virgin-money-terms-of-access/
(https://www.nationwide.co.uk/investor-relations/virgin-money-terms-of-access/)
.

All Virgin Money Shareholders have the right to attend the Court Hearing.

Nationwide's LEI Number is 549300XFX12G42QIKN82.

Announcement authorised for release by Jason Wright, Society Secretary of
Nationwide.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Event                                                                           Time/date
 Last day of dealings in Virgin Money CDIs on the Australian Securities          25 September 2024
 Exchange
 Suspension of dealings in Virgin Money CDIs                                     4.00 p.m. (AEST) on 25 September 2024
 Court Hearing to sanction the Scheme                                            27 September 2024
 Last day of: (i) dealings in, and registration of transfers of, Virgin Money    27 September 2024
 Ordinary Shares; and (ii) registration of transfers of Virgin Money CDIs
 CDI Record Time                                                                 7.00 p.m. (AEST) on 27 September 2024 ((1))
 Scheme Record Time and disablement of Virgin Money Ordinary Shares in CREST     6.00 p.m. on 27 September 2024 ((2))
 Suspension of listing of Virgin Money Ordinary Shares on the Official List and  7.30 a.m. on 30 September 2024
 of trading of Virgin Money Ordinary Shares on the London Stock Exchange
 Effective Date of the Scheme                                                    1 October 2024
 Cancellation of listing of Virgin Money Ordinary Shares on the Official List    By 8.00 a.m. on 1 October 2024
 and of trading of Virgin Money Ordinary Shares on the London Stock Exchange

 Cancellation of listing of Virgin Money on the Australian Securities Exchange   1 October 2024

 Latest date for despatch of cheques in respect of the Consideration and for     By 15 October 2024 ((3))
 settlement of the Consideration through CREST or other form of payment to
 Virgin Money Ordinary Shareholders and Virgin Money CDI Holders
 Expected date for the crediting to mandated bank accounts in respect of any     No later than 20 October 2024 ((4))
 Consideration due to Virgin Money Share Plan Account Holders
 Expected date for the crediting to mandated bank accounts of, or issuing of     No later than 29 October 2024 ((5))
 cheques in respect of, any Consideration due to Virgin Money Share Account
 Holders
 Long Stop Date                                                                  11.59 p.m. on 31 January 2025 ((6))

 

(1)         Virgin Money CDI Holders who are on the CDI Register as at
this time are entitled to receive the Consideration under the Acquisition.

(2)         Scheme Shareholders who are on the register of members of
Virgin Money as at this time are entitled to receive the Consideration under
the Acquisition.

(3)         The attention of Virgin Money Shareholders is drawn to
paragraph 14(A) of Part 2 (Explanatory Statement) of the Scheme Document which
provides details on the currency in which payments will be made as well as
instructions for any Virgin Money Shareholder who wishes to amend their
payment instructions.

(4)         Following the receipt by the Computershare Nominee of the
Consideration due to it in respect of the Virgin Money Ordinary Shares it
holds on behalf of the Virgin Money Share Plan Account Holders, the
Computershare Nominee will distribute to the Virgin Money Share Plan Account
Holders the relevant portion of the Consideration to which they are entitled
within five calendar days thereafter.

(5)         Following the receipt by the Equiniti Nominee of the
Consideration due to it in respect of the Virgin Money Ordinary Shares it
holds on behalf of the Virgin Money Share Account Holders, the Equiniti
Nominee will distribute to the Virgin Money Share Account Holders the relevant
portion of the Consideration to which they are entitled within ten Business
Days thereafter, and issue Virgin Money Share Account statements within five
Business Days after the date on which the Equiniti Nominee distributes the
Consideration to the Virgin Money Share Account Holders.

(6)         This date may be extended to such date (a) as Virgin Money
and Nationwide may agree, or (b) (in a competitive situation) as may be
specified by Nationwide with the consent of the Panel, and in each case that
the Court (if required) may allow.

Enquiries:

 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 International (joint Rule 3 independent 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 Rule 3 independent 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

 Nationwide Building Society
 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

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Virgin Money in
any jurisdiction in contravention of applicable law. The Acquisition is made
and implemented solely pursuant to the terms of the Scheme Document (or if the
Acquisition is implemented by way of an Offer, the Offer document), which
contains the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any vote in respect of, or other
response to, the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or if the Acquisition is
implemented by way of an Offer, the Offer document). This announcement does
not constitute a prospectus or a prospectus equivalent document.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

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

Goldman Sachs International, which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom, is acting as joint financial
adviser for Virgin Money and no one else in connection with the Acquisition
and the distribution of this announcement and will not be responsible to
anyone other than Virgin Money for providing the protections afforded to
clients of Goldman Sachs International, or for giving advice in connection
with the 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.

UBS AG, London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the PRA and
subject to regulation by 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 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 Acquisition, the contents of this announcement or
any other matter referred to herein.

Information for Overseas Shareholders

Unless otherwise determined by Virgin Money and Nationwide or required by the
Takeover Code, and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction and no person may vote in favour of the Scheme by any
such use, means, instrumentality or form within any Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this announcement and all other documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from any Restricted
Jurisdiction.

It is the responsibility of each Overseas Shareholder to satisfy himself or
herself as to the full observance of the laws of the relevant jurisdiction in
connection with the Acquisition, including the obtaining of any governmental,
exchange control or other consents which may be required, or the compliance
with other necessary formalities which are required to be observed and the
payment of any issue, transfer or other taxes due in such jurisdiction.

If Nationwide were to elect to implement the Acquisition by means of an Offer,
such Offer will be made in compliance with all applicable laws and
regulations, including the US tender offer rules, to the extent applicable.

The financial information included in this announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom that may
not be comparable to the accounting standards applicable to financial
statements of US companies. US generally accepted accounting principles differ
in certain respects from International Financial Reporting Standards. None of
the financial information in, or incorporated by reference into, this
announcement has been audited in accordance with auditing standards generally
accepted in the US or the auditing standards of the Public Company Accounting
Standards Oversights Board (United States). US persons should note that the
Scheme relates to shares of an English company that is a "foreign private
issuer" as defined in Rule 3b-4 under the US Securities Exchange Act of 1934
(the "US Exchange Act"), and the Scheme will be governed by the laws of
England and Wales. Neither the proxy solicitation rules nor the tender offer
rules under the US Exchange Act will apply to the Scheme. Moreover, the Scheme
will be subject to the disclosure requirements and practices applicable in the
UK to takeovers implemented by scheme of arrangement, which differ from the
disclosure requirements under US securities laws. It may be difficult for any
US holders of Virgin Money Shares to enforce their rights and any claim
arising out of the US federal securities laws in connection with the
Acquisition, since Nationwide and Virgin Money are located in, and organised
under the laws of, a non-US jurisdiction, and some or all of their officers
and directors may be residents of non-US jurisdictions. Any US holders of
Virgin Money Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws. Further, it
may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgment.

Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disapproved of the Acquisition, or passed comment
upon the adequacy or completeness of this announcement. Any representation to
the contrary is a criminal offence.

Notice to Australian Virgin Money Shareholders

This announcement is not a disclosure document for the purposes of the
Corporations Act 2001 (Cth) (the "Australian Corporations Act"), and is not
required to, and does not, contain all the information which would be required
in a disclosure document under the Australian Corporations Act. This
announcement has not been and will not be lodged or registered with the
Australian Securities and Investments Commission, ASX Limited or any other
regulatory body or agency in Australia.

Share purchases

To the extent permitted by applicable law, in accordance with normal UK
practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Nationwide and
its members or their respective nominees or brokers (acting as agents) may
from time to time make certain purchases of, or arrangements to purchase,
Virgin Money securities other than pursuant to the Acquisition (if implemented
by way of an Offer) such as in open market or privately negotiated purchases
outside the United States during the period in which the Acquisition remains
open for acceptance. In accordance with the requirements of Rule 14e-5(b) of
the US Exchange Act, such purchases, or arrangements to purchase, must comply
with the laws of England and Wales, the Takeover Code and the Listing Rules.
Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of UBS,
Goldman Sachs International and J.P. Morgan Cazenove will continue to act as
an exempt principal trader in Virgin Money Shares and Virgin Money CDIs on the
London Stock Exchange and the Australian Securities Exchange, respectively. If
such purchases or arrangements to purchase were to be made, they would occur
either in the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US Exchange
Act. Any information about such purchases will be disclosed as required in the
UK, will be reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at www.londonstockexchange.com.

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's
website at
www.nationwide.co.uk/investor-relations/virgin-money-terms-of-access/
(http://www.nationwide.co.uk/investor-relations/virgin-money-terms-of-access/)
and Virgin Money's website at
www.virginmoneyukplc.com/investor-relations/announcements/
(http://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 form part of this announcement.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Virgin Money Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
Virgin Money may be provided to Nationwide during the offer period as required
under Section 4 of Appendix 4 to the Takeover Code.

General

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 if you are taking advice in the United Kingdom or, if
not, from another appropriately authorised independent financial adviser.

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