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 (THE "SECURITIES ACT")) 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.
8 June 2022
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 MAXIMUM ACCEPTANCE AMOUNT IN RELATION TO TENDER OFFER TO PURCHASE NOTES FOR CASH
Further to the announcement dated 7 June 2022 in relation to the invitation of Virgin Money UK PLC (the "Issuer") to holders of its outstanding £450,000,000 8 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (ISIN: XS1346644799) (the "Notes"), to tender such Notes for purchase by the Issuer for cash, the Issuer hereby confirms that the Maximum Acceptance Amount is £450,000,000. As the Maximum Acceptance Amount is equal to the principal amount of the Notes, the Issuer confirms that it will accept for purchase any validly tendered Notes up to the Maximum Acceptance Amount without such Notes being scaled by a Scaling Factor. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the tender offer memorandum prepared by the Issuer dated 7 June 2022 (the "Tender Offer Memorandum").
FURTHER INFORMATION
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the conditions of and procedures for participating in the Offer.
The Issuer is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Issuer of Notes tendered pursuant to the Offer is at the sole discretion of the Issuer and tenders may be rejected by the Issuer for any reason.
A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. Any questions or requests for assistance in connection with: (i) the Offer, may be directed to the Dealer Managers; and (ii) the delivery of Tender Instructions or requests for additional copies of the Tender Offer Memorandum or related documents, which may be obtained free of charge, may be directed to the Tender Agent, the contact details for each of which are set out below.
Dealer Managers
| Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom
Telephone: +44 (0) 20 3134 8515 Attention: Liability Management Group Email: eu.lm@barclays.com | Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom
Telephone: +44 20 7986 8969 Attention: Liability Management Group Email: liabilitymanagement.europe@citi.com
|
|
|
|
| Goldman Sachs International Plumtree Court 25 Shoe Lane London EC4A 4AU United Kingdom
Telephone: +44 20 7774 4836 Attention: Liability Management Desk Email: Liabilitymanagement.eu@ny.email.gs.com
| Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom
Telephone: +44 20 7677 5040 Attention: Liability Management Team, Global Capital Markets |
|
|
|
| Tender Agent | |
| Kroll Issuer Services Limited 32 London Bridge Street London SE1 9SG United Kingdom
Telephone: +44 20 7704 0880 Attention: Owen Morris Email: virginmoney@is.kroll.com Website: https://deals.is.kroll.com/virginmoney
| |
DISCLAIMER
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 before any decision is made with respect to the Offer. 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. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offer. None of the Issuer, the Dealer Managers or the Tender Agent or their respective directors, employees or affiliates makes any recommendation as to whether Noteholders should participate in the Offer and none of the Issuer, the Dealer Managers or the Tender Agent nor any of their respective affiliates will have any liability or responsibility in respect thereto.
Announcement authorised for release by Lorna McMillan, Group Company Secretary.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
