Virgin Money UK PLC Clydesdale Bank PLC Nationwide B.S. - Publication of Scheme Document

Virgin Money UK

22/04/2024 07:00

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RNS Number : 4152L  Virgin Money UK PLC  22 April 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

FOR IMMEDIATE RELEASE

22 April 2024

Recommended Cash Acquisition

of

Virgin Money UK PLC ("Virgin Money")

by

Nationwide Building Society ("Nationwide")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Publication of Scheme Document

On 21 March 2024, the boards of Virgin Money and Nationwide announced that
they had agreed the terms of a recommended cash acquisition of the entire
issued and to be issued share capital of Virgin Money by Nationwide (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").

Publication of Scheme Document

Virgin Money and Nationwide are pleased to announce that the Scheme Document,
together with the associated Forms of Proxy, CDI Voting Instruction Forms, and
CSN Voting Notification, are today being sent, or made available, to Virgin
Money Shareholders and, for information purposes only, to persons with
information rights and participants in the Virgin Money Share Plans. The
Scheme Document contains, among other things, a letter from the Board Chair of
Virgin Money, an explanatory statement pursuant to section 897 of the
Companies Act, the full terms and Conditions of the Scheme and the
Acquisition, notices convening the Court Meeting and the General Meeting, an
expected timetable of principal events and details of the actions to be taken
by Virgin Money Ordinary Shareholders and Virgin Money CDI Holders.

A copy of the Scheme Document will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, 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/)
by no later than 12 noon (London time) on 23 April 2024. A copy of the Scheme
Document will also be submitted to the National Storage Mechanism and will
shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Unless otherwise defined, all capitalised terms in this announcement have the
meaning given to them in the Scheme Document. Unless the context otherwise
requires, references in this announcement to Virgin Money Shares and Virgin
Money Shareholders include Virgin Money CDIs and Virgin Money CDI Holders, as
applicable. All references to times are to London, UK, times unless otherwise
stated.

Current trading of Virgin Money

As set out in paragraph 8 of Part 1 (Letter from the Board Chair) of the
Scheme Document and following the announcement on 21 March 2024, Virgin Money
has continued to perform broadly as anticipated in the remainder of Q2 FY
2024. Over H1 FY 2024, Virgin Money delivered continued growth in relationship
deposits and target lending segments, whilst maintaining a broadly stable
margin, with ongoing cost efficiencies mitigating inflation. Net interest
margin continued to be resilient, despite competition and the interest rate
backdrop, supported by ongoing effective interest rate outperformance in the
credit cards portfolio. Costs in Q2 FY 2024 reflected the timing of annual
wage rises and the new bank levy in the quarter. Asset quality trends remain
broadly consistent with those set out as part of the Q1 FY 2024 trading
statement and Virgin Money has progressed its review of the application of
SICR (significant increases in credit risk) on the credit cards portfolio in
line with expectations. During Q2 FY 2024, Virgin Money maintained a robust
liquidity and funding position, with a strong capital position which, relative
to Q1 FY 2024, benefited from the cancellation of the Virgin Money Group's
share buyback programme.

Over the remainder of FY 2024, lower interest rates and competitive market
dynamics are expected to be a headwind to net interest margin, offset by
reinvestment of the structural hedge, growth in target segments and ongoing
credit cards effective interest rate outperformance. The impact of persistent
inflation and ongoing investment are expected to be headwinds to cost
performance, partially mitigated by Virgin Money's existing cost saving
programme.

The Virgin Money Group's half year performance remains subject to the usual
ongoing finalisation and review process. The Virgin Money Board is in the
process of finalising the appointment of Ernst & Young LLP as Virgin
Money's auditors and following that change, full interim results are expected
to be released on 13 June 2024 with an unaudited trading update on first half
performance on 14 May 2024.

Payment currency of the Consideration and the FY 2024 Dividend

The Consideration payable under the Scheme and the FY 2024 Dividend will be
paid to each Virgin Money Shareholder entitled thereto in the same currency as
dividend payments that such Virgin Money Shareholder would receive from Virgin
Money in the ordinary course and in accordance with any existing Electronic
Payment Mandate held by Computershare at the relevant record time.

The FY 2024 Dividend will be paid (subject to the approval of the Virgin Money
Board) as part of Virgin Money's ordinary course FY 2024 dividend calendar or,
if earlier, shortly prior to Completion to Scheme Shareholders on the relevant
dividend record date.

Where the FY 2024 Dividend or the Consideration (as applicable) is to be paid
to a Virgin Money Shareholder in Australian Dollars or New Zealand Dollars:
(i) the FY 2024 Dividend will be converted from pounds sterling to Australian
Dollars or New Zealand Dollars at the relevant exchange rate on the date which
is expected to be one Business Day (provided such Business Day is also an
Australian Business Day) after the relevant dividend record date and in line
with past practice; and (ii) the Consideration will be converted from pounds
sterling to the relevant currency at the Consideration Exchange Rate.

The Consideration Exchange Rate includes a deduction for any applicable and
properly incurred transaction and dealing costs associated with the
conversion. The direct cost of conversion to Virgin Money Shareholders who
receive the Consideration to which they are entitled in Australian Dollars or
New Zealand Dollars is expected to be minimal but amounts payable to such
Virgin Money Shareholders will be subject to the Consideration Exchange Rate
actually obtained by or on behalf of Nationwide (which may be a lesser rate of
exchange than the official pounds sterling to Australian Dollars or New
Zealand Dollars exchange rate published by the Bank of England on the relevant
payment date).

The attention of Virgin Money Ordinary Shareholders and Virgin Money CDI
Holders is drawn to paragraph 14(A) of Part 2 (Explanatory Statement) of the
Scheme Document which provides further details on the applicable exchange
rates and instructions for any Virgin Money Ordinary Shareholder or Virgin
Money CDI Holder who wishes to amend their payment instructions.

Notices of the Court Meeting and the General Meeting

Notices of the Court Meeting and the General Meeting, both of which will be
held at Virgin Money's registered office, Jubilee House, Gosforth, Newcastle
upon Tyne, England, NE3 4PL on Wednesday 22 May 2024, are set out in Part 9
(Notice of Court Meeting) and Part 10 (Notice of General Meeting) of the
Scheme Document. The Court Meeting will commence at 1.00 p.m. and the General
Meeting at 1.15 p.m. (or, if later, as soon as the Court Meeting has concluded
or been adjourned).

As described in the Scheme Document, to become Effective the Scheme requires,
among other things, (i) the approval of the Scheme by a majority in number of
the Scheme Shareholders present and voting (and entitled to vote) either in
person or by proxy at the Court Meeting representing not less than 75 per
cent. in value of the relevant Scheme Shares voted, (ii) the passing of the
Acquisition Resolution (being the special resolution of Virgin Money
Shareholders to approve the Acquisition) and the Virgin Resolution (being the
ordinary resolution of Independent Virgin Money Shareholders to approve the
TMLA Amendment Agreement and the Virgin Red Exclusivity Agreement) at the
General Meeting and (iii) the subsequent sanction of the Scheme by the Court.
The Scheme is also subject to the satisfaction or waiver of the other
Conditions and further terms that are set out in the Scheme Document,
including the receipt of certain regulatory clearances.

In addition, the Virgin Money Shareholders will also be asked to vote on the
Remuneration Policy Resolution (being the ordinary resolution of Virgin Money
Shareholders to approve the amendment to the Directors' Remuneration Policy)
at the General Meeting. The passing of the Remuneration Policy Resolution is
not a Condition to the Scheme or to Completion.

The Scheme is not subject to any condition relating to the passing of a
resolution by Nationwide's members.

It is important that, for the Court Meeting, as many votes as possible are
cast so that the Court may be satisfied that there is a fair representation of
the opinion of the Scheme Shareholders. Virgin Money Shareholders are
therefore strongly urged to (a) in the case of Virgin Money Ordinary
Shareholders and Virgin Money CDI Holders, complete and return their Forms of
Proxy (or make an electronic appointment of a proxy or submit a proxy vote via
CREST) or CDI Voting Instruction Forms (or submit their instructions
electronically), as applicable, (b) in the case of a Virgin Money Share
Account Holder, instruct the Equiniti Nominee to exercise the voting rights
attached to the Virgin Money Ordinary Shares it holds on their behalf as soon
as possible, or (c) in the case of a Virgin Money Share Plan Account Holder,
instruct the Computershare Nominee to exercise the voting rights attached to
the Virgin Money Ordinary Shares it holds on their behalf as soon as possible
via EquatePlus. The deadlines for appointing proxies and submitting voting
instructions are set out in the Appendix to this announcement and in the
Scheme Document.

Recommendation

The Scheme and the Acquisition

The Virgin Money Directors, who have been so advised by Goldman Sachs
International and J.P. Morgan Cazenove as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and reasonable.
In providing their advice to the Virgin Money Directors, Goldman Sachs
International and J.P. Morgan Cazenove have taken into account the commercial
assessments of the Virgin Money Directors. In addition, the Virgin Money
Directors consider the Acquisition to be in the best interests of Virgin Money
and Virgin Money Shareholders as a whole.

Accordingly, the Virgin Money Directors recommend unanimously that Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and the Virgin
Money Shareholders vote in favour of the Acquisition Resolution at the General
Meeting (or in the event that the Acquisition is implemented by way of an
Offer, accept such Offer) as the Virgin Money Directors who are interested in
Virgin Money Shares have each irrevocably undertaken to do in respect of their
own beneficial shareholdings in Virgin Money.

Approval of the TMLA Amendment Agreement and the Virgin Red Exclusivity
Agreement

The terms of the TMLA Amendment Agreement and Virgin Red Exclusivity Agreement
are considered by Goldman Sachs International and J.P. Morgan Cazenove to be
fair and reasonable. In forming this view, Goldman Sachs International and
J.P. Morgan Cazenove have taken into account the commercial assessments of the
Independent Virgin Money Directors.

The Independent Virgin Money Directors consider that the Virgin Resolution is
in the best interests of Virgin Money and the Virgin Money Shareholders as a
whole, and therefore recommend unanimously that the Independent Virgin Money
Shareholders vote in favour of the Virgin Resolution at the General Meeting as
the Independent Virgin Money Directors who are interested in Virgin Money
Shares have each irrevocably undertaken to do in respect of their own
beneficial shareholdings in Virgin Money.

The passing of the Virgin Resolution forms a non-waivable condition to the
Acquisition and, if not passed, the Acquisition will lapse and will not
proceed to Completion.

The Remuneration Policy Resolution

In addition, the Non-Executive Virgin Money Directors consider that the
Remuneration Policy Resolution is in the best interests of Virgin Money and
the Virgin Money Shareholders as a whole. Accordingly, the Non-Executive
Virgin Money Directors unanimously recommend that Virgin Money Shareholders
vote in favour of the Remuneration Policy Resolution at the General Meeting.
The passing of the Remuneration Policy Resolution is not a Condition to the
Scheme or to Completion.

Holders of Scheme Shares should read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

Timetable

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix to this
announcement. Subject to obtaining the necessary approvals of Scheme
Shareholders at the Court Meeting and Virgin Money Shareholders at the General
Meeting, the sanction of the Court and the satisfaction or, where applicable,
waiver of the other Conditions (as set out in Part A of Part 3 (Conditions to
and further terms of the Acquisition) of the Scheme Document), the Scheme is
expected to become Effective during calendar Q4 of 2024.

If the Scheme is approved as outlined above, dealings in Virgin Money Ordinary
Shares are expected to be suspended from 7.30 a.m. on the Business Day
following the Court Hearing. It is intended that the London Stock Exchange and
the FCA will be requested, respectively, to cancel trading in Virgin Money
Ordinary Shares on the London Stock Exchange's main market for listed
securities and to remove the listing of the Virgin Money Ordinary Shares from
the Official List, in each case by 8.00 a.m. on the Business Day following the
Effective Date.

Dealings in Virgin Money CDIs are expected to be suspended from 4.00 p.m.
(AEST) on the date falling two Australian Business Days prior to the Court
Hearing. It is intended that ASX Limited will be requested to remove the
listing of Virgin Money from the Australian Securities Exchange on the
Australian Business Day following the Effective Date.

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 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.

Information for Virgin Money Shareholders

If you have any queries and are:

a)    a Virgin Money Ordinary Shareholder, please call the Virgin Money
Shareholder helpline between 8.30 a.m. and 5.30 p.m. Monday to Friday (except
public holidays in England and Wales) on 0370 707 1172 from within the UK (or
+44 (0)370 707 1172 if calling from outside the UK). Calls to the helpline
from outside the UK will be charged at applicable international rates.
Different charges may apply to calls from mobile telephones;

b)    a Virgin Money CDI Holder, please call the Virgin Money Shareholder
helpline between 8.30 a.m. and 5.30 p.m. (AEST), Monday to Friday (excluding
public holidays in Australia) on 1800 764 308 (or +61 3 9415 4142 if calling
from outside of Australia). Calls are charged at the standard geographical
rate and will vary by provider. Calls from outside Australia will be charged
at the applicable international rate;

c)     a Virgin Money Share Account Holder, please call the Virgin Money
Share Account helpline between 8.30 a.m. and 5.30 p.m., UK time, Monday to
Friday (except public holidays in England and Wales) on +44(0) 371 384 2937.
Please use the country code if calling from outside the UK. For deaf and
speech impaired shareholders, we welcome calls via Relay UK. Please see
www.relayuk.bt.com for more information. Calls to the Virgin Money Share
Account helpline from outside the UK will be charged at the applicable
international rate. Different charges may apply to calls from mobile
telephones; or

d)    a Virgin Money Share Plan Account Holder, please (i) submit a request
in writing to Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol, BS99 6ZY, UK; (ii) call 0370 707 1172 from within the UK (or
+44 (0)370 707 1172 if calling from outside the UK); or (iii) use the
EquatePlus "HelpChat" function.  Calls are charged at the standard
geographical rate and will vary by provider.  Calls from outside the UK will
be charged at the applicable international rate.  Phone lines are open
between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding
public holidays in England and Wales).

Please note that the helplines referred to above are unable to give advice on
the merits of the Acquisition or to provide financial, tax or investment
advice. Calls may be recorded and randomly monitored for security and training
purposes.

Request for hard copies

Virgin Money Shareholders may request a hard copy of the Scheme Document and
this announcement by contacting Computershare. Virgin Money Ordinary
Shareholders can: (i) submit a request in writing to Computershare Investor
Services PLC, The Pavilions, Bridgewater Road, Bristol, BS99 6ZY, United
Kingdom; or (ii) call the Virgin Money Shareholder helpline in the UK set out
above. Virgin Money CDI Holders can: (i) submit a request in writing to
Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street,
Abbotsford, VIC 3067, Australia; or (ii) call the Virgin Money Shareholder
helpline in Australia set out above.

Virgin Money Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form. If they have previously notified
Computershare that they wish to receive all documents in electronic format, a
hard copy of the Scheme Document and this announcement will not be sent to
them unless a hard copy is requested in accordance with the procedure set out
above.

Virgin Money's LEI Number is 213800ZK9VGCYYR6O495.

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

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

 Pernille Thuesen

 J.P. Morgan Cazenove (joint Rule 3 independent financial adviser and joint        +44 (0)20 3493 8000
 corporate broker to Virgin Money)

 Conor Hillery

 Dwayne Lysaght

 Claire Brooksby

 Ravin Mehta

 Teneo (public relations adviser to Virgin Money)

 Douglas Campbell (UK)

                                                                                 +44 (0)7753 136628
 Julia Henkel (Australia)

                                                                                 +61 406 918080

 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

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

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

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.

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.

Forward-looking statements

This announcement (including information incorporated by reference into this
announcement), statements made regarding the 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 forward-looking statements, 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. 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
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
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
FCA 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 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 this 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.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 p.m. (London time) on the 10th
business day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th 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 per cent. 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 p.m. (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 of the Takeover Code).

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.

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.

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.

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.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Event                                                                           Time/date ((1))
 Latest time for Virgin Money Share Account Holders to submit voting             1.00 p.m. on 15 May 2024 ((2))
 instructions for the Court Meeting
 Latest time for Virgin Money Share Account Holders to submit voting             1.15 p.m. on 15 May 2024 ((3))
 instructions for the General Meeting
 CDI Holder Voting Record Time                                                   7.00 p.m. (AEST) on 17 May 2024 ((4))
 Latest time for lodging blue CDI Voting Instruction Forms for the Court         10.00 p.m. (AEST) on 17 May 2024 ((5))
 Meeting and white CDI Voting Instruction Forms for the General Meeting
 Latest time for lodging blue Forms of Proxy for the Court Meeting               1.00 p.m. on 20 May 2024 ((6))
 Latest time for lodging white Forms of Proxy for the General Meeting            1.15 p.m. on 20 May 2024 ((7))
 Ordinary Shareholder Voting Record Time                                         6.00 p.m. on 20 May 2024 ((8))
 Court Meeting                                                                   1.00 p.m. on 22 May 2024
 General Meeting                                                                 1.15 p.m. on 22 May 2024 ((9))
 Certain of the following dates are subject to change (please see Note (1)
 below):
 Last day of dealings in Virgin Money CDIs on the Australian Securities          D-2* ((1))
 Exchange
 Suspension of dealings in Virgin Money CDIs                                     4.00 p.m. (AEST) on D-2* ((1))
 Court Hearing to sanction the Scheme                                            A date expected to be in calendar Q4 2024 subject to the satisfaction (or,
                                                                                 where applicable, waiver) of the relevant Conditions ("D") ((10))
 Last day of: (i) dealings in, and registration of transfers of, Virgin Money    D ((1))
 Ordinary Shares; and (ii) registration of transfers of Virgin Money CDIs
 CDI Record Time                                                                 7.00 p.m. (AEST) on D ((1) (11))
 Scheme Record Time and disablement of Virgin Money Ordinary Shares in CREST     6.00 p.m. on D ((1) (12))
 Effective Date of the Scheme                                                    D+1 ("E")** ((1))
 Suspension of listing of Virgin Money Ordinary Shares on the Official List and  7.30 a.m. on D+1*** ((1))
 of trading of Virgin Money Ordinary Shares on the London Stock Exchange
 Cancellation of listing of Virgin Money Ordinary Shares on the Official List    By 8.00 a.m. on E+1*** ((1))
 and of trading of Virgin Money Ordinary Shares on the London Stock Exchange

 Cancellation of listing of Virgin Money on the Australian Securities Exchange   E+1* ((1))

 Latest date for despatch of cheques in respect of the Consideration and for     Within 14 calendar days of the Effective Date ("NS") ((1) (13))
 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 5 calendar days after NS ((1) (14))
 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 10 Business Days after NS ((1)) ((15))
 cheques in respect of, any Consideration due to Virgin Money Share Account
 Holders
 Long Stop Date                                                                  11.59 p.m. on 31 January 2025 ((1)) ((16))
 The Court Meeting and the General Meeting will each be held at Jubilee House,
 Gosforth, Newcastle upon Tyne, England, NE3 4PL.

 

(1)         These times and dates are indicative only and will depend,
among other things, on the date upon which the Conditions are satisfied or, if
capable of waiver, waived and the date on which the Court sanctions the
Scheme. The timetable is also dependent on when the Court Order sanctioning
the Scheme is delivered to the Registrar of Companies. Virgin Money will give
notice of any updates or changes to these dates and times, when known, 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. Virgin Money Share Plan participants will be contacted separately to
inform them of the effect of the Acquisition on their Awards.

(2)         Virgin Money Share Account Holders are asked to submit
their voting instructions for the Court Meeting in accordance with the
instructions set out in the CSN Voting Notification as soon as possible, but
in any event so as to be received by the Equiniti Nominee by no later than
1.00 p.m. on 15 May 2024 or, in the case of an adjournment, not later than
five Business Days before the time and date set for the adjourned Court
Meeting.

(3)         Virgin Money Share Account Holders are asked to submit
their voting instructions for the General Meeting in accordance with the
instructions set out in the CSN Voting Notification as soon as possible, but
in any event so as to be received by the Equiniti Nominee by no later than
1.15 p.m. on 15 May 2024 or, in the case of an adjournment, not later than
five Business Days before the time and date set for the adjourned General
Meeting.

(4)         If either of the Shareholder Meetings is adjourned, the
CDI Holder Voting Record Time for the relevant adjourned meeting will be 7.00
p.m. (AEST) on the date falling three Australian Business Days before the date
set for that adjourned meeting.

(5)         It is requested that blue CDI Voting Instruction Forms for
the Court Meeting and white CDI Voting Instruction Forms for the General
Meeting be lodged not later than 10.00 p.m. (AEST) on 17 May 2024 or, if
either of the Shareholder Meetings is adjourned, not later than the time set
out in the Notice of Court Meeting in Part 9 (Notice of Court Meeting) and in
the notes to the Notice of General Meeting in Part 10 (Notice of General
Meeting) of the Scheme Document, as applicable. In order for a Virgin Money
CDI Holder to attend and vote in person at the Court Meeting or the General
Meeting, such Virgin Money CDI Holder must choose Option B of the blue CDI
Voting Instruction Form or the white CDI Voting Instruction Form (as
applicable) and instruct CDN to appoint them as CDN's proxy. If a Virgin Money
CDI Holder does not complete Option B in this way that Virgin Money CDI Holder
will only be able to attend the Court Meeting or the General Meeting (as
applicable) and speak but not be able to vote.

(6)         It is requested that blue Forms of Proxy for the Court
Meeting be lodged not later than 1.00 p.m. on 20 May 2024 or, if the Court
Meeting is adjourned, not later than the time set out in the Notice of Court
Meeting in Part 9 (Notice of Court Meeting) of the Scheme Document. Blue Forms
of Proxy not so lodged may be handed to a representative of Computershare on
behalf of the Chair of the Court Meeting or to the Chair of the Court Meeting
at the commencement of the Court Meeting.

(7)         It is requested that white Forms of Proxy for the General
Meeting be lodged not later than 1.15 p.m. on 20 May 2024 or, if the General
Meeting is adjourned, not later than the time set out in the notes to the
Notice of General Meeting in Part 10 (Notice of General Meeting) of the Scheme
Document. White Forms of Proxy cannot be handed to the Chair of the General
Meeting at that meeting.

(8)         If either of the Shareholder Meetings is adjourned, the
Ordinary Shareholder Voting Record Time for the relevant adjourned meeting
will be 6.00 p.m. on the date falling two Business Days before the date set
for that adjourned meeting.

(9)         To commence at 1.15 p.m. or as soon thereafter as the
Court Meeting has concluded or been adjourned.

(10)       For the purposes of the Condition set out in paragraph 2(C)
of Part A of Part 3 (Conditions to and further terms of the Acquisition) of
the Scheme Document, the "expected date" shall be the date which is no later
than 14 calendar days after the satisfaction or (if capable of waiver) waiver
of the Conditions in paragraphs 2(A), 2(B), 3 and 4 of Part A of Part 3
(Conditions to and further terms of the Acquisition) of the Scheme Document.

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

(12)       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.

(13)       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.

(14)       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.

(15)       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.

(16)       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.

(*)         These references to "D-2" or "E+1" are to the day falling
two Australian Business Days before the actual date which is D or one
Australian Business Day after the actual date which is E, respectively.

(**)      In the context of the Effective Date, reference to "D+1" is to
the day falling one calendar day following the actual date which is D.

(***)    These references to "D+1" or "E+1" are to the day falling one
Business Day following the actual date which is D or E, respectively.

All references in this announcement to times are to times in London, UK
(unless otherwise stated).

 

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