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/
and on Nationwide's website at
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/
and on Nationwide's website at
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
Head of Investor Relations &
Sustainability
Company
Secretary
Lorna McMillan
Group Company Secretary
Media
Relations
Press Office
Goldman Sachs International
(joint Rule 3 independent financial adviser and joint corporate
broker to Virgin Money)
Anthony Gutman
Nimesh Khiroya
Ronan Breen
Bertie Whitehead
Pernille Thuesen
J.P. Morgan Cazenove (joint
Rule 3 independent financial adviser and joint corporate broker to
Virgin Money)
Conor Hillery
Dwayne Lysaght
Claire Brooksby
Ravin Mehta
Teneo (public relations
adviser to Virgin Money)
Douglas Campbell (UK)
Julia Henkel (Australia)
|
+44
(0)7483 399303
richard.smith@virginmoney.com
+44
(0)7834 585436
lorna.mcmillan@virginmoney.com
+44 (0)800
066 5998
press.office@virginmoney.com
+44 (0)20
7774 1000
+44 (0)20
3493 8000
+44
(0)7753 136628
+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) Sam Small
Ben Crystal
David Sissons
|
+44 (0)20
7567 8000
|
FGS Global (public relations
adviser to Nationwide) James
Murgatroyd
Charlie Chichester
Richard Webster-Smith
Sophia Johnston
|
+44 (0)20
7251 3801
|
|
| |
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/
and Virgin Money's website
at
www.virginmoneyukplc.com/investor-relations/announcements/
by no later than 12 noon
(London time) on the first Business Day following the date of this
announcement. For the avoidance of doubt, neither the contents of
these websites nor the contents of any websites accessible from any
hyperlinks are incorporated into or 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 instructions for the Court
Meeting
|
1.00 p.m. on 15 May
2024 (2)
|
Latest time for Virgin Money Share Account
Holders to submit voting instructions for the General
Meeting
|
1.15 p.m. on 15 May
2024 (3)
|
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 Meeting and white CDI Voting
Instruction Forms for the General Meeting
|
10.00 p.m. (AEST) on
17 May 2024 (5)
|
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 Exchange
|
D-2*
(1)
|
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 Ordinary Shares; and (ii)
registration of transfers of Virgin Money CDIs
|
D
(1)
|
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 of
trading of Virgin Money Ordinary Shares
on the London Stock Exchange
|
7.30 a.m. on
D+1*** (1)
|
Cancellation of listing of Virgin
Money Ordinary Shares on the Official List and of trading of Virgin
Money Ordinary Shares on the London Stock Exchange
|
By 8.00 a.m. on
E+1*** (1)
|
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 settlement of the Consideration
through CREST or other form of payment to Virgin Money Ordinary
Shareholders and Virgin Money CDI Holders
|
Within 14 calendar
days of the Effective Date ("NS") (1)
(13)
|
Expected date for the crediting to mandated bank
accounts in respect of any Consideration due to Virgin Money Share
Plan Account Holders
|
No later than 5
calendar days after NS (1)
(14)
|
Expected date for the crediting to mandated bank
accounts of, or issuing of cheques in respect of, any Consideration
due to Virgin Money Share Account Holders
|
No later than 10
Business Days after NS (1) (15)
|
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).