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 May 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
Results of Court Meeting and General
Meeting
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 being
implemented by way 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 Scheme Document was 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, on 22 April 2024.
Virgin Money is pleased to announce that, at
the Court Meeting and General Meeting held earlier
today:
A.
the requisite majority of Scheme Shareholders voted to approve the
Scheme at the Court Meeting; and
B.
the requisite majority of Virgin Money Shareholders voted to pass
the Resolutions at the General Meeting.
Full details of the resolutions passed are set
out in the notices of the Court Meeting and the General Meeting
contained in Parts 9 and 10 of the Scheme Document.
David Bennett,
Chairman of Virgin Money UK PLC,
commented:
"The Board of Virgin Money welcomes the outcome
of the shareholder meetings that took place earlier today, where
shareholders voted strongly in favour of the recommended cash
acquisition by Nationwide. We are hopeful that the transaction will
complete before the end of the year, subject to the outstanding
conditions being satisfied."
Voting results
of the Court Meeting
The table below sets out the results of the
poll to approve the Scheme at the Court Meeting. Each Scheme
Shareholder, present in person or by proxy, was entitled to one
vote per Scheme Share held at the Ordinary Shareholder Voting
Record Time.
Results of
Court Meeting
|
Number of
Scheme Shareholders who voted
|
Percentage of
Scheme Shareholders who voted (%)1
|
Number of
Scheme Shares voted
|
Percentage of
Scheme Shares voted (%)1
|
Number of
Scheme Shares voted as a percentage of the issued ordinary share
capital eligible to be voted at the Court Meeting
(%)1
|
FOR
|
393
|
90.76
|
790,122,165
|
89.28
|
60.94
|
AGAINST
|
51
|
11.78
|
94,870,562
|
10.72
|
7.32
|
TOTAL
|
4332
|
102.542
|
884,992,727
|
100.00
|
68.26
|
Note:
1
All percentages rounded to two decimal places.
2
The total of Scheme Shareholders voting "for" and "against" the
resolution exceeds the total number of Scheme Shareholders who
voted, as 11 registered members gave instructions for votes to be
cast in favour of the resolution in respect of part of their
holding of Scheme Shares and against the resolution in respect of
another part of their holding of Scheme Shares.
Any proxy appointments which gave discretion to the Chair have
been included in the vote "For" total.
Voting results
of the General Meeting
The table below sets out the results of the
polls at the General Meeting. Each Virgin Money Ordinary
Shareholder entered on the register of members of Virgin Money at
the Ordinary Shareholder Voting Record Time present, in person or
by proxy, and eligible to vote on the relevant Resolutions was
entitled to one vote per Virgin Money Ordinary Share. Each Virgin
Money CDI Holder entered on the CDI Register at the CDI Holder
Voting Record Time was entitled to instruct CDN as to how to
exercise the voting rights attached to the relevant Virgin Money
Ordinary Shares underlying their Virgin Money CDIs.
Virgin Group (and any group undertakings of, or
person or undertaking under common control with, Virgin Group that
acquired Virgin Money Shares prior to the General Meeting
(including, for the avoidance of doubt, Vieco Investments)) were
not entitled to vote, and did not vote, on the Virgin
Resolution.
Resolutions
|
VOTES FOR2
|
VOTES AGAINST
|
TOTAL VOTES
|
WITHHELD VOTES3
4
|
Number
|
%1
|
Number
|
%1
|
Number
|
Number
|
Resolution 1
To give effect to the Scheme,
including the amendment of the Virgin Money Articles, as set out in
the Notice of General Meeting
|
787,957,191
|
89.27
|
94,697,081
|
10.73
|
882,654,272
|
408,730
|
Resolution 2
To approve the TMLA Amendment
Agreement and Virgin Red Exclusivity Agreement for the purposes of
Note 2 on Rule 16.1 of the Takeover Code, as set out in the Notice
of General Meeting
|
599,391,801
|
86.35
|
94,710,664
|
13.65
|
694,102,465
|
188,953,264
|
Resolution 3
To approve the amendment to the
Directors' Remuneration Policy, as set out in the Notice of General
Meeting
|
744,987,542
|
84.43
|
137,415,916
|
15.57
|
882,403,458
|
653,045
|
Note:
1
All percentages rounded to two decimal places.
2
Any proxy appointments which gave discretion to the Chair have been
included in the vote "For" total.
3
A withheld vote is not a vote in law and, accordingly, is not
counted in the calculation of the proportion of votes "For" and
"Against" the resolution concerned.
4
The votes withheld on the Virgin Resolution also include
188,852,373 Virgin Money Shares held by Virgin Group, any of its
group undertakings and any person or undertaking under common
control with Virgin Group (including Vieco Investments) and any
entity holding Virgin Money Shares on their behalf which were not
eligible to vote.
The number of Virgin Money Ordinary Shares
(inclusive of Virgin Money Ordinary Shares underlying Virgin Money
CDIs) in issue at 6.00 p.m. on 20 May 2024, being the Ordinary
Shareholder Voting Record Time, was 1,296,472,686.
A copy of the Resolutions passed at the General
Meeting will be submitted today to the National Storage Mechanism
and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
This announcement should be read in conjunction
with the Scheme Document. A copy of the Scheme Document is
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/.
A copy of the Scheme Document has also been submitted to the
National Storage Mechanism and is 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.
Expected
Timetable
The outcome of today's Court Meeting and
General Meeting means that Conditions 2(A), 2(B) and 3(A) (as set
out in Part 3 of the Scheme Document) have been
satisfied.
The Scheme remains subject to the satisfaction
or (where applicable) waiver of the remaining Conditions and to the
further terms set out in the Scheme Document, including the receipt
of certain regulatory clearances and the Court sanctioning the
Scheme at the Court Hearing.
The expected timetable of principal events for
the implementation of the Scheme remains as set out on pages 9 to
10 of the Scheme Document and is also set out in the Appendix to
this announcement. 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. The
dates will depend, among other things, on the date upon which: (i)
the remaining Conditions are satisfied or, if capable of waiver,
waived; (ii) the Court sanctions the Scheme; and (iii) a copy of
the Court Order sanctioning the Scheme is delivered to the
Registrar of Companies. 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.
If any of the expected 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/.
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)
|
The following dates are indicative only and 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") (2)
|
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) (3)
|
Scheme Record Time and disablement
of Virgin Money Ordinary Shares in CREST
|
6.00 p.m.
on D (1) (4)
|
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)
(5)
|
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)
(6)
|
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) (7)
|
Long Stop Date
|
11.59 p.m.
on 31 January 2025 (1)
(8)
|
(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) 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.
(3) Virgin
Money CDI Holders who are on the CDI Register as at this time are
entitled to receive the Consideration under the
Acquisition.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) 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).