Virgin Money UK PLC Clydesdale Bank PLC Nationwide B.S. - UK Competition and Markets Authority Approval

Virgin Money UK

19/07/2024 11:46

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RNS Number : 0848X  Virgin Money UK PLC  19 July 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

19 July 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

UK Competition and Markets Authority ("CMA") Approval

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"). The Acquisition was approved by Virgin Money Shareholders at the
Shareholder Meetings held on 22 May 2024.

The boards of Virgin Money and Nationwide welcome today's announcement by the
CMA that it has unconditionally cleared the Acquisition following its Phase 1
investigation. Accordingly, Condition 4(B) set out in Part A of Part 3 of the
Scheme Document has been satisfied.

The Acquisition remains subject to the satisfaction or, where applicable,
waiver of the remaining Conditions as set out in the Scheme Document
including, amongst others, the approval of the Acquisition by the PRA and the
FCA and the sanction of the Scheme by the Court.

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

The expected timetable of principal events relating to the Scheme remains as
set out in the Scheme Document. Subject to the satisfaction or, where
applicable, waiver of the remaining Conditions, the Scheme is expected to
become Effective during calendar Q4 of 2024.

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.

 

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

 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
 Muir Mathieson, Deputy CFO and Treasurer
 Vikas Sidhu, Senior Manager, Head of Investor Relations & Credit Ratings

 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.

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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