TIDM41KY
RNS Number : 1887J
Virgin Money Holdings (UK) PLC
15 August 2019
The distribution of this notice in certain jurisdictions may be
restricted by law, and persons into whose possession this notice
comes are required to inform themselves about, and to observe, any
such restrictions. The notice is being made only outside the United
States to persons other than "U.S. persons" (as defined in
Regulation S under the United States Securities Act of 1933, as
amended (the "Securities Act")). Nothing in this notice constitutes
or contemplates an offer of, an offer to purchase or the
solicitation of an offer to purchase or sell any security in the
United States or any other jurisdiction.
15 August 2019
Virgin Money Holdings (UK) plc
(incorporated under the laws of England and Wales)
NOTICE
To the Holders of its Outstanding
GBP230,000,000 Fixed Rate Resettable Additional Tier 1
Securities (XS1516312409)
(the "AT1 Notes")
and
GBP350,000,000 3.375 per cent. Fixed Rate Reset Callable Senior
Notes due 24 April 2026 (XS1813150247)
(the "MREL Notes")
(each a "Series" and together, the "Notes")
On 24 July 2019, Virgin Money Holdings (UK) plc (the "Issuer")
announced invitations to eligible holders of its outstanding Notes
to consider and, if thought fit, approve certain Proposals, being
the substitution of the Issuer as principal debtor under each
Series of Notes and certain other modifications of the terms and
conditions (the "Conditions") of each Series, by way of
extraordinary resolution of the holders of each such Series (each,
an "Extraordinary Resolution"), all as further described in the
consent solicitation memorandum dated 24 July 2019 (the "Consent
Solicitation Memorandum"). Capitalised terms used in this notice
and not otherwise defined shall have the meanings given to them in
the Consent Solicitation Memorandum.
1. AT1 NOTES
NOTICE IS HEREBY GIVEN to the holders of the AT1 Notes that, at
the Meeting of such holders held at the offices of Clifford Chance
LLP, 10 Upper Bank Street, London E14 5JJ on 15 August 2019 at
10.00 a.m. (London time): (i) the quorum was reached; and (ii) the
Extraordinary Resolution set out in the notice of meeting to
Noteholders of the AT1 Notes dated 24 July 2019 previously notified
to Noteholders in accordance with the terms of the Trust Deed for
the AT1 Notes was duly passed. The relevant Consent Conditions were
also satisfied.
The number of votes in respect of Notes held by Eligible
Noteholders cast in favour of the Extraordinary Resolution was
GBP190,515,000 (representing 84.9% of the total number of votes
cast at the Meeting).
AT1 Notes Early Participation Fee and Ineligible Noteholder
Payment
Each Eligible Noteholder of AT1 Notes from whom a valid
Electronic Voting Instruction was received by the Tabulation Agent
by the Expiration Deadline will receive the Early Participation Fee
by no later than the Implementation Date (which is expected to be
on or about 20 August 2019).
Each Noteholder of AT1 Notes from whom a valid Ineligible
Noteholder Instruction was received by the Tabulation Agent by the
Expiration Deadline will receive the Ineligible Noteholder Payment
by no later than the Implementation Date (which is expected to be
on or about 20 August 2019).
Amended and Restated Trust Deed
The Amended and Restated Trust Deed implementing the Proposals
in respect of the AT1 Notes for which the Extraordinary Resolution
was passed will be executed as soon as reasonably practicable on or
around 20 August 2019. A further announcement will be made once
such execution has taken place.
2. MREL NOTES
NOTICE IS HEREBY GIVEN to the holders of the MREL Notes that, at
the Meeting of such holders held at the offices of Clifford Chance
LLP, 10 Upper Bank Street, London E14 5JJ on 15 August 2019 at
10.10 a.m. (London time): (i) the quorum was reached; and (ii) the
Extraordinary Resolution set out in the notice of meeting to
Noteholders of the MREL Notes dated 24 July 2019 previously
notified to Noteholders in accordance with the terms of the Trust
Deed for the MREL Notes was duly passed. The relevant Consent
Conditions were also satisfied.
The number of votes in respect of Notes held by Eligible
Noteholders cast in favour of the Extraordinary Resolution was
GBP337,499,000 (representing 100% of the total number of votes cast
at the Meeting).
MREL Notes Early Participation Fee and Ineligible Noteholder
Payment
Each Eligible Noteholder of MREL Notes from whom a valid
Electronic Voting Instruction was received by the Tabulation Agent
by the Expiration Deadline will receive the Early Participation Fee
by no later than the Implementation Date (which is expected to be
on or about 20 August 2019).
Each Noteholder of MREL Notes from whom a valid Ineligible
Noteholder Instruction was received by the Tabulation Agent by the
Expiration Deadline will receive the Ineligible Noteholder Payment
by no later than the Implementation Date (which is expected to be
on or about 20 August 2019).
Supplemental Trust Deed
The Supplemental Trust Deed implementing the Proposals in
respect of the MREL Notes for which the Extraordinary Resolution
was passed will be executed as soon as reasonably practicable on or
around 20 August 2019. A further announcement will be made once
such execution has taken place.
Further Information
Further details about the transaction can be obtained from:
Debt Investors
The Solicitation Agents
Barclays Bank PLC
1 Churchill Place Tel: +44 (0) 20 3134 8515
Canary Wharf Email: eu.lm@barclays.com
London E14 5HP Att: Liability Management Group
United Kingdom
Deutsche Bank AG, London Branch
Winchester House Tel: +44 (0) 207 545 8011
1 Great Winchester Street Att: Liability Management Team
London EC2N 2DB
United Kingdom
The Solicitation Agents are not acting through a U.S.
broker-dealer affiliate and, accordingly, will not discuss the
Consent Solicitations or the contents of this Notice with any
Noteholder who is unable to confirm it is not located or resident
in the United States.
Tabulation Agent
Lucid Issuer Services Limited Tel: +44 20 7704 0880
Tankerton Works Email: virginmoney@lucid-is.com
12 Argyle Walk Att: David Shilson
London WC1H 8HA
United Kingdom
CYBG
Equity Analysts
Andrew Downey Tel: 07823 443 150
Investor Relations Email: andrew.downey@cybg.com
Company Secretary
Lorna McMillan Tel: 07834 585 436
Company Secretary Email: lorna.mcmillan@cybg.com
Media Relations
Press Office Tel: 0800 066 5998
Email: press.office@cybg.com
The information contained within this document is deemed by the
Group to constitute inside information as stipulated under the
Market Abuse Regulation No 596/2014. Upon the publication of this
document via Regulatory Information Service, this inside
information is now considered to be in the public domain.
Forward looking statements
The information in this document may include forward looking
statements, which are based on assumptions, expectations,
valuations, targets, estimates, forecasts and projections about
future events. These can be identified by the use of words such as
'expects', 'aims', 'targets', 'seeks', 'anticipates', 'plans',
'intends', 'prospects', 'outlooks', 'projects', 'forecasts'
'believes', 'estimates', 'potential', 'possible', and similar words
or phrases. These forward looking statements, as well as those
included in any other material discussed at any presentation, are
subject to risks, uncertainties and assumptions about the Group and
its securities, investments, and the environment in which it
operates, including, among other things, the development of its
business and strategy, any acquisitions, combinations, disposals or
other corporate activity undertaken by the Group (including but not
limited to the integration of the business of the Issuer and its
subsidiaries into the Group), trends in its operating industry,
changes to customer behaviours and covenant, macroeconomic and/or
geopolitical factors, changes to its board and/ or employee
composition, exposures to terrorist activity, IT system failures,
cyber-crime, fraud and pension scheme liabilities, changes to law
and/or the policies and practices of the Bank of England, the
Financial Conduct Authority and/or other regulatory and
governmental bodies, inflation, deflation, interest rates, exchange
rates, changes in the liquidity, capital, funding and/or asset
position and/or credit ratings of the Group, future capital
expenditures and acquisitions, the repercussions of the UK's
referendum vote to leave the European Union (EU), the UK's exit
from the EU (including any change to the UK's currency), Eurozone
instability, and any referendum on Scottish independence.
In light of these risks, uncertainties and assumptions, the
events in the forward looking statements may not occur. Forward
looking statements involve inherent risks and uncertainties. Other
events not taken into account may occur and may significantly
affect the analysis of the forward looking statements. No member of
the Group or their respective directors, officers, employees,
agents, advisers or affiliates gives any assurance that any such
projections or estimates will be realised or that actual returns or
other results will not be materially lower than those set out in
this document and/ or discussed at any presentation. All forward
looking statements should be viewed as hypothetical. No
representation or warranty is made that any forward looking
statement will come to pass. No member of the Group or their
respective directors, officers, employees, agents, advisers or
affiliates undertakes any obligation to update or revise any such
forward looking statement following the publication of this
document nor accepts any responsibility, liability or duty of care
whatsoever for (whether in contract, tort or otherwise) or makes
any
representation or warranty, express or implied, as to the truth,
fullness, fairness, merchantability, accuracy, sufficiency or
completeness of the information in this document.
The information, statements and opinions contained in this
document do not constitute or form part of, and should not be
construed as, any public offer under any applicable legislation or
an offer to sell or solicitation of any offer to buy any securities
or financial instruments or any advice or recommendation with
respect to such securities or other financial instruments. The
distribution of this document in certain jurisdictions may be
restricted by law. Recipients are required by the Group to inform
themselves about and to observe any such restrictions. No liability
to any person is accepted in relation to the distribution or
possession of this document in any jurisdiction. The information,
statements and opinions contained in this document and the
materials used in and/ or discussed at, any presentation are
subject to change.
Certain figures contained in this document, including financial
information, may have been subject to rounding adjustments and
foreign exchange conversions. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this
document may not conform exactly to the total figure given.
None of the Issuer, CYBG, the Solicitation Agents, the Trustee,
the Tabulation Agent, the Principal Paying Agent, the Registrar or
any director, officer, employee, agent or affiliate of any such
person is acting for any Noteholder, or will be responsible to any
Noteholder for providing any protections which would be afforded to
its clients or for providing advice in relation to any Consent
Solicitation or any Extraordinary Resolution. This announcement
must be read in conjunction with the Consent Solicitation
Memorandum. No offer to acquire any Notes is being made pursuant to
this announcement. If any holder of Notes is in any doubt as to any
action it should take in relation to the contents of this
announcement, it is recommended to seek its own advice, including
as to any tax consequences, from its broker, bank manager,
solicitor, accountant or other independent adviser.
The distribution of this announcement and/or the Consent
Solicitation Memorandum in certain jurisdictions may be restricted
by law. Persons into whose possession this announcement and/or
Consent Solicitation Memorandum comes are required by each of the
Issuer, CYBG, the Solicitation Agents, the Trustee, the Tabulation
Agent, the Principal Paying Agent and the Registrar to inform
themselves about, and to observe, any such restrictions.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMKELBFKVFLBBV
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August 15, 2019 05:31 ET (09:31 GMT)
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