Virgin Money UK PLC Notice to Holders-Meeting Result & Index Cessation (5092R)
March 08 2021 - 6:52AM
UK Regulatory
TIDMVMUK TIDM91XR
RNS Number : 5092R
Virgin Money UK PLC
08 March 2021
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN "U.S. PERSONS " (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED). NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR
RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
HOLDERS.
Virgin Money UK PLC
(incorporated with limited liability in England and Wales,
registered number 09595911)
(the "Issuer")
Legal Entity Identifier (LEI): 213800ZK9VGCYYR6O495
NOTICE TO HOLDERS OF RESULT OF MEETINGS
AND OF
AN INDEX CESSATION EVENT
to all holders of the following outstanding securities of the
Issuer
(each a "Series" and, together, the "Notes" and the holders
thereof, the "Holders")
GBP300,000,000 3.125 per cent. Fixed-to-Floating Rate Callable
Senior Notes due 2025
ISIN: XS1637124741
GBP350,000,000 3.375 per cent. Fixed Rate Reset Callable Senior
Notes due 24 April 2026
ISIN: XS1813150247
GBP450,000,000 8 per cent. Fixed Rate Reset Perpetual
Subordinated Contingent Convertible Notes
ISIN: XS1346644799
GBP230,000,000 Fixed Rate Resettable Additional Tier 1
Securities
ISIN: XS1516312409
NOTICE IS HEREBY GIVEN to the Holders of each Series of Notes
that, at each separate Meeting of such Holders held on 8 March
2021, the respective Extraordinary Resolution set out in the Notice
of Meetings previously notified to Holders in accordance with the
terms of the relevant Trust Deed was passed and the Eligibility
Condition was satisfied. Accordingly, the modifications referred to
in the respective Extraordinary Resolution will be implemented.
Unless the context otherwise requires, capitalised terms used but
not defined in this Notice shall have the meaning given in the
Consent Solicitation Memorandum dated 12 February 2021 (the
"Consent Solicitation Memorandum").
In addition, notice is hereby given to the Holders of each
Series of Notes that, on 5 March 2021, the United Kingdom Financial
Conduct Authority published an announcement regarding the future
cessation and loss of representativeness of the LIBOR benchmarks
and the International Swaps and Derivatives Association, Inc.
confirmed that such announcement constitutes an Index Cessation
Event, as defined in the ISDA IBOR Fallback Supplement for all
LIBOR settings, including six-month LIBOR. As a result, the
fallback spread adjustment published by Bloomberg is fixed as of 5
March 2021 for all LIBOR settings, including six-month LIBOR.
Please refer to the link below:
IBOR-Fallbacks-LIBOR-Cessation_Announcement_20210305.pdf
(bbhub.io)
For further information Holders should contact Lucid Issuer
Services Limited (Attention: Owen Morris, Telephone: +44 20 7704
0880, Email: virginmoney@lucid-is.com) or NatWest Markets Plc in
its capacity as Solicitation Agent (Attention: Liability
Management, Telephone: +44 20 7678 5222, Email:
liabilitymanagement@natwestmarkets.com).
This Notice is given by:
Virgin Money UK PLC
Dated 8 March 2021
Announcement authorised for release by Lorna McMillan, Group
Company Secretary .
DISCLAIMER : This announcement must be read in conjunction with
the Consent Solicitation Memorandum. If any Holder is in any doubt
as to the action it should take or is unsure of the impact of the
implementation of the relevant Extraordinary Resolution, it is
recommended to seek its own financial and legal advice, including
in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial,
tax or legal adviser. None of the Issuer, the Solicitation Agent,
the Tabulation Agent, the Trustee, the relevant Registrar(s) or the
Principal Paying Agent expresses any opinion about the terms of the
Extraordinary Resolution.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to purchase or sell any
security in any jurisdiction. The distribution of this announcement
and the Consent Solicitation Memorandum in certain jurisdictions
may be restricted by law, and persons into whose possession this
announcement or the Consent Solicitation Memorandum comes are
requested to inform themselves about, and to observe, any such
restrictions.
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END
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March 08, 2021 06:52 ET (11:52 GMT)
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