Result of Tender Offer

Virgin Money UK PLC

06 December 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

6 December 2023

Virgin Money UK PLC

(incorporated with limited liability in England and Wales with registered number 09595911)
(formerly CYBG PLC)

Legal Entity Identifier (LEI): 213800ZK9VGCYYR6O495

ANNOUNCES RESULTS OF TENDER OFFER TO PURCHASE NOTES FOR CASH

Virgin Money UK PLC (the "Issuer") announces today the results of its invitation to holders of its outstanding £250,000,000 9.25 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (ISIN: XS1959441640) (the "Notes"), to tender any and all such Notes for purchase by the Issuer for cash (the "Offer"), subject to the terms and conditions described in a tender offer memorandum prepared by the Issuer dated 28 November 2023 (the "Tender Offer Memorandum"). Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum. This announcement must be read in conjunction with the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 5 December 2023, and £105,784,000 in aggregate nominal amount of the Notes has been validly tendered pursuant to the Offer.

Following the Expiration Deadline, the Issuer hereby announces that it has decided to accept (subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) all valid tenders of Notes for purchase pursuant to the Offer. Accordingly the aggregate principal amount of the Notes accepted (subject to satisfaction or waiver of the New Financing Condition) for purchase pursuant to the Offer is £105,784,000 (representing 42.31% of the principal amount of Notes outstanding).

Settlement of the Offer and payment of the Purchase Price and Accrued Interest Payment in respect of the Notes accepted for purchase is expected to take place on 8 December 2023. Notes that are not tendered and accepted for purchase pursuant to the Offer will remain outstanding.

Dealer Managers

Goldman Sachs International Plumtree Court 25 Shoe Lane London EC4A 4AU United Kingdom Telephone no.: [phone] Email: [e-mail] Attention: Liability Management Desk	J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom Email: [e-mail] Attention: EMEA Liability Management Group
Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom Telephone no.: [phone] Email: [e-mail] Attention: Liability Management Team	NatWest Markets Plc 250 Bishopsgate London EC2M 4AA United Kingdom Telephone no.: [phone]              Email: [e-mail] Attention: Liability Management

Tender Agent

Kroll Issuer Services Limited
The Shard

32 London Bridge Street

London

SE1 9SG

United Kingdom

Telephone: [phone]

Attention: Owen Morris

Email: [e-mail]

Website: https://deals.is.kroll.com/virginmoney

DISCLAIMER

The offer period for the Offer has now expired. No further tenders of any Notes may be made pursuant to the Offer. This announcement must be read in conjunction with the Tender Offer Memorandum. No offer to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial, legal and any other advice, including in respect of any tax financial, accounting, regulatory and tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. None of the Issuer, the Dealer Managers or the Tender Agent or their respective directors, employees or affiliates will have any liability or responsibility in respect of any decision of a Noteholder as to whether to participate in the Offer.

Announcement authorised for release by Lorna McMillan, Group Company Secretary.

 

END