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.
THIS IS AN
ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "TAKEOVER CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER
WILL BE MADE EVEN IF THE PRE-CONDITIONS SET OUT IN THIS
ANNOUNCEMENT ARE SATISFIED OR WAIVED.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE
RELEASE
7 March 2024
JOINT STATEMENT REGARDING A POTENTIAL CASH ACQUISITION
OF
VIRGIN MONEY UK PLC
BY
NATIONWIDE BUILDING SOCIETY
Introduction
The boards of directors (each a "Board")
of Nationwide Building Society
("Nationwide") and Virgin Money UK PLC ("Virgin Money") are
pleased to announce that they have reached preliminary agreement on
the key terms of a potential cash acquisition of Virgin Money by
Nationwide (the "Potential Acquisition"), under which Virgin Money
ordinary shareholders and CHESS Depositary Interests
("CDI") holders (together, the "Virgin Money
Shareholders") would be entitled to receive a total value of 220
pence in cash for each Virgin Money ordinary share (including those
represented by CDIs) (a "Virgin Money Share")
comprising:
· 218 pence per
Virgin Money Share in cash consideration (the "Consideration");
and
· a proposed
dividend of 2 pence per Virgin Money Share (the "FY2024 Dividend"),
to be paid (subject to the approval of the Virgin Money Board) as
part of Virgin Money's ordinary course FY2024 dividend calendar or,
if earlier, shortly prior to completion of the Potential
Acquisition.
In addition to the total value of 220 pence per
Virgin Money Share, eligible Virgin Money Shareholders would
continue to be entitled to receive and retain the final dividend of
2 pence per Virgin Money Share in respect of FY2023, which will be
paid on 20 March 2024 (the "Final Dividend").
The total value of 220 pence per Virgin Money
Share (excluding the Final Dividend) represents a premium of 38% to
Virgin Money's undisturbed share price as of 6 March 2024, and a
40% premium to the volume-weighted average price for the 3 month
period ending 6 March 2024. The total value of 220 pence per Virgin
Money Share values the entire issued share capital of Virgin Money
at approximately £2.9 billion.
The announcement of any firm offer under Rule
2.7 of the Takeover Code in respect of the Potential Acquisition by
Nationwide is subject to the satisfaction or waiver of a number of
customary pre-conditions, including, amongst other things, the
satisfactory completion of customary due diligence in respect of
the Virgin Money group.
Strategic
rationale
The Boards of Nationwide and Virgin Money
believe that, if it proceeds, the Potential Acquisition would
combine two complementary businesses. The Potential Acquisition
would create a combined group with total assets of approximately
£366.3 billion and total lending and advances of approximately
£283.5 billion, representing the second largest provider of
mortgages and savings in the UK.
Nationwide has grown over time through a series
of historical acquisitions to become the UK's largest building
society. Nationwide remains wholly committed to being a building
society and a modern mutual that meets its customers' and members'
banking needs to a high standard.
The Nationwide Board believes that the
Potential Acquisition would enable Nationwide to accelerate its
strategy and broaden and deepen its products and services faster
than could be achieved organically, whilst providing a return that
would further support Nationwide's financial strength and deliver
greater value to its customers and members. In
particular:
· Customers, Lending and
Deposits: Virgin Money is the UK's sixth
largest retail bank by total assets with a customer base of
approximately 6.6 million and total lending of £72.8 billion,
comprising a high-quality mortgage portfolio of approximately £57.1
billion and deposit portfolio of approximately £67.3 billion. The
Potential Acquisition would enable Nationwide to increase its scale
in its core lending and deposit markets and strengthen Nationwide's
position as one of the UK's leading providers of mortgages, savings
and current accounts.
· Credit Cards: Virgin
Money has a strong unsecured lending business, with £6.7 billion of
balances, including an estimated 8.6% market share of UK credit
cards, which the Nationwide Board believes would complement
Nationwide's existing product offering and unsecured
lending.
· Business Banking:
The Nationwide Board believes that Virgin Money's £9.0
billion of existing business lending balances and 'Business Current
Account' would enable Nationwide to build on its existing business
savings proposition, with a broader business banking offering to
support Nationwide's growth and diversify its sources of
funding.
The Nationwide Board believes that the
Potential Acquisition would create a combined group with enhanced
financial strength, including through access to greater diversity
of funding, notably from business deposits, and the opportunity to
generate improved returns. Nationwide expects to be able to
capitalise on this financial strength to support the continued
provision of its 'Fairer Share Payment' to eligible Nationwide
members and member financial benefits via mortgage and savings
rates that are, on average, better than the market average, along
with other incentives.
In order to realise the exciting opportunity
presented by the Potential Acquisition, Nationwide has developed
key objectives for the combined group across the areas of
integration, colleagues and customers:
· Integration:
Nationwide would seek to integrate Virgin Money gradually
over multiple years into the Nationwide group, prioritising good
customer outcomes following the completion of comprehensive
planning and engagement with relevant stakeholders. In the medium
term, Virgin Money would continue to operate as a separate legal
entity within the Nationwide group, with a separate board of
directors and a separate banking licence. Nationwide
intends that the combined group would retain the "Virgin Money"
brand in the medium term, but has agreed with Virgin
Enterprises Limited ("Virgin Enterprises")
that it would cease doing so over a six-year period from
completion of the Potential Acquisition, by which point Nationwide
would intend to have re-branded the Virgin Money
business.
Nationwide has the largest single-brand branch
network in the UK and is committed to maintaining its breadth of
coverage. Nationwide would keep its 'Branch Promise' and, from
completion, it intends to retain a branch everywhere where the
combined group is present, until at least the start of 2026. This
would be subject to any relevant plans and proposals for branch
closures that have already been approved by Virgin Money, and which
are ongoing as at completion. In addition, Nationwide values Virgin
Money's ongoing presence in Glasgow and Newcastle.
· Colleagues: The
Nationwide Board believes that Virgin Money's purpose and
principles are well aligned with those of Nationwide. Nationwide
values the skills and experience of Virgin Money's approximately
7,300 full time equivalent workforce and believes the Potential
Acquisition would be an opportunity to harness the talent of this
group. Nationwide would be committed to helping Virgin Money's
people be at their best and thrive, leveraging the existing
colleague proposition - one that seeks to promote a
high-performing, purpose-driven culture, which helps colleagues
feel supported and develop rewarding careers.
Nationwide does not intend to make any material
changes to the size of the Virgin Money employee base in the near
term, and would safeguard the existing contractual and statutory
rights of Virgin Money employees, including pension arrangements
and redundancy policies.
· Customers:
Nationwide is committed to maintaining its breadth of
coverage and over time, the combined group's customers would
benefit from the enlarged range of products and propositions on
offer. Virgin Money customers would not automatically become
members of Nationwide.
Nationwide offers a comprehensive range of
wider retail financial services and products, including credit
cards, personal loans and insurance. These offerings diversify its
income, and help it give value back to its customers, through
better product pricing than the market average and better service
than its peers.
Virgin Money
Board's views of the Potential Acquisition
The Virgin Money Board has carefully evaluated
the Potential Acquisition together with its financial advisers and
has concluded that, should a firm offer be made on the same
financial terms as the Potential Acquisition, it would be minded to
recommend it to Virgin Money Shareholders. Sara Weller, the Virgin
Money director who is appointed to the Virgin Money Board as a
representative of Virgin Enterprises, has not been involved in
Virgin Money Board discussions relating to aspects of the Potential
Acquisition specifically concerning the brand licence agreement
with Virgin Enterprises, the Virgin brand and the Virgin Red
loyalty programme.
The Virgin Money Board has
assessed the Potential Acquisition against its standalone plan to
deliver its digital strategy and develop an efficient platform
which will support robust sustainable returns. Continued growth in
target segments of business, unsecured lending and relationship
deposits will support stronger income, which combined with ongoing
cost savings, is expected to deliver further reductions in the
cost:income ratio and improved returns over time.
Virgin Money has made a positive start to the
year and carries good momentum into FY2024 as it continues to
execute its strategy. As set out in its trading update on 6
February 2024, in Q1 FY2024 Virgin Money delivered continued growth
in relationship deposits and target lending segments, whilst
maintaining a stable margin and with ongoing cost efficiencies
absorbing inflation. Virgin Money continued to maintain a robust
funding and capital position in the quarter, with credit quality
trends consistent with FY2023 and increased coverage
levels.
Against this backdrop, if the Potential
Acquisition is implemented, the Virgin Money Board notes the
potential for Virgin Money to benefit from Nationwide's scale and
pace of investment, and for Nationwide to leverage Virgin Money's
capabilities and strengths. For Virgin Money Shareholders, Virgin
Money's Board notes the Potential Acquisition would deliver an
attractive premium and strong value crystallisation in cash. The
Virgin Money Board also notes that the terms of the Potential
Acquisition have been arrived at following a series of proposals
from Nationwide.
Arrangements
with Virgin Enterprises and Virgin Group
Virgin Money licenses certain rights to use the
"Virgin Money" brand from Virgin Enterprises pursuant to a trade
mark licence agreement (the "TMLA"). Nationwide recognises the
significant role that the "Virgin Money" brand has played in the
development of the Virgin Money group over time. However, as part
of its longer-term integration strategy, Nationwide intends for the
Virgin Money business to re-brand over time.
Prior to this announcement, Nationwide has
entered into a legally binding agreement with Virgin Enterprises
pursuant to which the parties have agreed that the TMLA would be
terminated on the fourth anniversary of completion of the Potential
Acquisition, following which the Virgin Money group would have a
two-year period during which it would be required to complete its
re-branding. In addition, Nationwide and
Virgin Enterprises are currently exploring options for a potential
partnership relating to the expansion of the Virgin Red loyalty
programme to customers of the combined group.
Virgin Group Holdings Limited ("Virgin Group")
has also confirmed to Nationwide that, should a firm offer be made
on the same financial terms as the Potential Acquisition, it would
be minded to support such a firm offer by voting in favour of the
related scheme of arrangement or accepting the offer (as
applicable). Virgin Group holds 188,083,550 Virgin Money Shares
(representing approximately 14.5% of the total number of Virgin
Money Shares in issue).
Virgin Group believes that Virgin Money will
continue to 'change business for good' as part of the combined
group and welcomes the opportunity to further explore options for a
potential partnership to extend the Virgin Red loyalty programme to
customers across the combined group.
This announcement has been made with the
consent of each of Virgin Enterprises and Virgin Group.
Chairman of
Nationwide Building Society, Kevin Parry
commented:
"A
combination with Virgin Money would accelerate Nationwide's
strategy and create a stronger, and more diverse, modern
mutual.
The
combination would increase Nationwide's scale and financial
strength, put us in a stronger position to continue to provide
Fairer Share Payments to eligible Nationwide members, and offer
rates for mortgages and savings that are, on average, better than
the market average."
Chief
Executive Officer of Nationwide Building Society, Debbie Crosbie
commented:
"Importantly,
Nationwide will remain a building society, and a combined group
would bring the benefits of fairer banking and mutual ownership to
more people in the UK, including our continuing commitment to
retain existing branches, as part of our 'Branch Promise' and
leading levels of customer service.
We believe
the combination would create a stronger and more diverse business
that will be better placed to deliver value to our members and
customers, both now and in the future."
Chairman of
Virgin Money UK PLC, David Bennett commented:
"The Board of
Virgin Money is pleased that Nationwide recognises the considerable
strengths and opportunities that exist across our business, with
the potential acquisition delivering attractive value for our
shareholders. We are confident that a combination would support an
exciting new chapter for Virgin Money to benefit from Nationwide's
scale and ambition."
Chief
Executive Officer of Virgin Money UK PLC, David Duffy
commented:
"This
potential transaction with Nationwide represents an exciting
opportunity to build on the significant progress we have made in
becoming the only new Tier 1 bank in recent history. The combined
scale and strength would expand our customer offering and complete
our journey in the banking sector as a national
competitor."
Other
aspects
The cash consideration necessary to satisfy the
Potential Acquisition in full would be funded from Nationwide's
existing cash resources. It is not anticipated that the Potential
Acquisition, should it proceed, would require any immediate changes
to the capital structure of the Virgin Money group or the combined
group as a whole.
If, on or after the date of this announcement
and before completion of the Potential Acquisition, other than the
FY2024 Dividend, the Final Dividend and any
repurchases of Virgin Money Shares (including CDIs) by Virgin Money
pursuant to the Buyback Programme (as defined below),
any dividend, distribution or other return of capital or
value is announced, declared, made or paid by Virgin Money or
becomes payable by Virgin Money in respect of the Virgin Money
Shares (including CDIs), Nationwide reserves the right to reduce
the Consideration that would be payable for the Virgin Money Shares
pursuant to the Potential Acquisition by an amount up to the amount
of such dividend and/or distribution and/or other return of capital
or value. In such circumstances, Virgin Money Shareholders would be
entitled to receive and retain any such dividend and/or other
distribution and/or return of capital or value to which they are
entitled.
The Potential Acquisition would be subject to
customary conditions and terms to be set out in the firm offer
announcement under Rule 2.7 of the Takeover Code. The Potential
Acquisition would not be subject to any condition relating to the
passing of a resolution by Nationwide's members.
In light of the Potential Acquisition, the
Board of Virgin Money has determined to suspend the
£150 million share buyback programme announced on 23 November
2023 (the "Buyback Programme") on the London Stock
Exchange and the Australian Securities Exchange until further
notice.
Important
Takeover Code notes
There can be no certainty that any firm offer
will be made, even if the pre-conditions referred to above are
satisfied or waived.
In accordance with Rule 2.6(a) of the Takeover
Code, Nationwide must, by no later than 5.00 p.m. on 4 April 2024,
either announce a firm intention to make an offer for Virgin Money
in accordance with Rule 2.7 of the Takeover Code or announce that
it does not intend to make an offer for Virgin Money, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Takeover Code applies. This deadline will be extended only
with the consent of Virgin Money and the Panel in accordance with
Rule 2.6(c) of the Takeover Code.
Prior to this announcement it has not been
practicable for Nationwide to make enquiries of all persons acting
in concert with it to determine whether any dealings in Virgin
Money securities by such persons give rise to a requirement under
Rule 6 or Rule 11 of the Takeover Code for Nationwide, if it were
to make an offer, to offer any minimum level, or particular form,
of consideration. In accordance with note 4 on Rule 2.4 of the
Takeover Code, any such details shall be announced as soon as
practicable and in any event by no later than 21 March
2024.
In accordance with Rule 2.5 of the Takeover
Code, Nationwide reserves the right to amend the terms of any offer
(including to make an offer on less favourable terms than those set
out in this announcement and introduce other forms of
consideration) if: (i) the Virgin Money Board agrees; (ii) if
Virgin Money announces, declares or pays a dividend or any other
distribution or return of value to Virgin Money Shareholders (other
than the FY2024 Dividend, the Final Dividend and any repurchases of
Virgin Money Shares (including CDIs) by Virgin Money pursuant to
the Buyback Programme) after the date of this announcement, in
which case Nationwide reserves the right to make an equivalent
reduction to any offer; (iii) a third party announces a possible
offer or a firm intention to make an offer for Virgin Money; or
(iv) Virgin Money announces a Rule 9 waiver pursuant to the
Takeover Code.
A further statement will be made as
appropriate.
The person responsible for arranging the
release of this announcement on behalf of Virgin Money is Lorna
McMillian, Group Company Secretary.
Virgin Money's LEI Number is 213800ZK9VGCYYR6O495.
Enquiries:
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
|
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 (joint financial adviser
and joint corporate broker to Virgin Money)
Anthony Gutman
Nimesh Khiroya
Ronan Breen
Bertie Whitehead
J.P. Morgan Cazenove (joint 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
|
|
|
|
|
|
| |
Slaughter and May is acting as legal adviser to
Nationwide in connection with the Potential Acquisition.
Clifford Chance LLP is acting as legal adviser
to Virgin Money in connection with the Potential
Acquisition.
Information on Virgin
Money
Virgin Money
is a Tier 1 bank with c.6.6 million retail and business customers
across the UK, bringing the best of the Virgin brand to make
banking better and enable customers to achieve their financial
goals. Led by its purpose of 'making you happier about money',
Virgin Money offers a range of straightforward, award-winning
products including current accounts, credit cards, savings,
investments, mortgages, pensions, loans and more.
Rewarding,
digital-first customer experiences are central to its ambition of
becoming the UK's best digital bank, supported by a network of
stores, contact centres and relationship managers. Through the
Virgin Money Foundation and key partnerships, the bank also
delivers positive change in society as part of its progressive
sustainability and ESG agenda.
An inclusive
and ambitious culture for approximately 7,300 full time equivalent
colleagues is fostered through 'A Life More Virgin' policy,
encouraging colleagues to work in a healthy, flexible,
digitally-led environment. Headquartered in Glasgow with major
offices in Newcastle upon Tyne and London, Virgin Money is a FTSE
250 company, dual-listed on the London Stock Exchange (VMUK) and
the Australian Securities Exchange (VUK).
Information on
Nationwide
Nationwide is
the world's largest building society, with over 17 million
customers, 16 million of whom have a current account, mortgage or
savings product, and are therefore members of the Society.
Nationwide is owned by its members and focuses on providing banking
products and services to its customers. Nationwide has over 18,000
employees, including those based in its headquarters in Swindon,
and those working in its network of over 600 branches across the
UK. The combination of its mutual ownership model and scale puts
Nationwide in a unique position within the UK financial services
ecosystem.
Following the
Potential Acquisition, Nationwide would remain a building
society.
Nationwide is
the UK's third largest mortgage provider and holds almost £1 in
every £10 saved in the UK, as well as one in ten of the UK's
current accounts. It also supports landlords and those who rely on
the private rented sector for their long-term housing needs through
its buy to let business, The Mortgage Works.
Nationwide's
purpose is 'Banking - but fairer, more rewarding, and for the good
of society'. The Nationwide Board believes that its mutual
ownership model enables it to balance its need to retain sufficient
profit to remain financially strong, with its commitment to share
its success with its customers and members.
Inside Information
This
announcement contains inside information as stipulated under the
Market Abuse Regulation no 596/2014 (incorporated into UK law by
virtue of the European Union (Withdrawal) Act 2018 as amended by
virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019).
Upon the publication of this announcement via a regulatory
information service, this inside information is now considered to
be in the public domain.
Disclaimers
This
announcement does 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.
UBS AG London
Branch ("UBS") is authorised and regulated by the Financial Market
Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority (the "PRA") and subject to
regulation by the Financial Conduct Authority (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
Potential 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
Potential Acquisition, the contents of this announcement or any
other matter referred to herein.
Goldman Sachs
International ("GSI"), which is authorised by the PRA and regulated
by the FCA and the PRA in the United Kingdom, is acting for Virgin
Money and no one else in connection with the distribution of this
document and will not be responsible to anyone other than Virgin
Money for providing the protections afforded to clients of GSI, or
for giving advice in connection with the Potential 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.
Overseas jurisdictions
This
announcement has been prepared in accordance with, and for the
purposes of complying with, English law, the Takeover Code, the
Market Abuse Regulation and the Listing Rules, and information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside of England.
The release,
publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom or Australia may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom or Australia
should inform themselves about, and observe any applicable
requirements.
Cautionary Note Regarding
Forward-Looking Statements
This
announcement (including information incorporated by reference into
this announcement), statements made regarding the Potential
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, 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. Among 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 Potential 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 Potential 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
Financial Conduct Authority 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 the 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 their 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.
Dealing and Opening Position Disclosure
Requirements
Under Rule
8.3(a) of the Takeover Code, any person who is interested in one
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 pm (London time) on the 10th business day following
the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm (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% 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 pm (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).
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.
Rule 2.9 Disclosure
In accordance
with Rule 2.9 of the Takeover Code, Virgin Money confirms that, as
at close of business on 5 March 2024, it had 1,296,387,242 Virgin
Money Shares of 10 pence each in issue (including Virgin Money
Shares underlying CDIs, each CDI representing one Virgin Money
Share). The Virgin Money Shares are admitted to trading on the Main
Market of the London Stock Exchange with the International
Securities Identification Number (ISIN) GB00BD6GN030. Virgin
Money's CDIs are admitted to trading on the Australian Securities
Exchange with the ISIN AU0000064966. Virgin Money holds no shares
in treasury.
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' website at
www.nationwide.co.uk/investor-relations/ 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 forms 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.
Sources of information
The closing
price of Virgin Money Shares of 159.05 pence on 6 March 2024 has
been taken from the Daily Official List.
The
volume-weighted average price of Virgin Money Shares of 157.5 pence
for the three-month period ended 6 March
2024 has been derived from Bloomberg and has been
rounded to the nearest single decimal place.
The valuation
of the entire issued share capital of Virgin Money represented by
the Potential Acquisition of approximately £2.9 billion has been
calculated by multiplying 220 pence by 1,296,387,242, being the
number of Virgin Money Shares in issue as at 5 March 2024, such
date being the last practicable date prior to the release of this
announcement.
Figures
relating to the total assets and total lending and advances of the
combined group have been calculated by adding the total assets and
total loans and advances to customers of Nationwide as set out in
its interim results in respect of the six-month period ended 30
September 2023 to the total assets and total loans and advances to
customers of Virgin Money as set out in its annual report in
respect of its financial year ended 30 September
2023.
Certain
figures included in this announcement have been subject to rounding
adjustments.