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Virgin Money
UK PLC
(Company)
LEI:
213800ZK9VGCYYR6O495
Clydesdale
Bank PLC
(trading as
Virgin Money)
(Bank)
LEI: NHXOBHMY8K53VRC7MZ54
12 March 2024
Publication of
Supplement to the Base Prospectus (the
"Supplement")
The following Supplement has been approved by
the Financial Conduct Authority and is available for
viewing:
First
Supplement dated 12 March 2024 relating to the base prospectus
dated 13 December 2023 for the £10,000,000,000 Global Medium Term
Note Programme of the Company and the Bank
Please read the disclaimer below "Disclaimer - Intended Addressees"
before attempting to access this service, as your right to do so is
conditional upon complying with the requirements set out
below.
To view the full document, please paste the
following URL into the address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/5461G_1-2024-3-12.pdf
A copy of the above document has been submitted
to the National Storage Mechanism and will shortly be available for
inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Announcement authorised for release
by Lorna McMillan, Group Company Secretary.
Enquiries:
Investors and Analysts
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Richard Smith
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07483 399303
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Head of Investor Relations &
Sustainability
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richard.smith@virginmoney.com
|
|
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Company Secretary
|
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Lorna McMillan
|
07834 585436
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Group Company Secretary
|
lorna.mcmillan@virginmoney.com
|
|
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Media Relations
|
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Press Office
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0800 066 5998
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press.office@virginmoney.com
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DISCLAIMER -
INTENDED ADDRESSEES
IMPORTANT: You must
read the following before continuing: The following applies to the
Supplement available by clicking on the link above, and you are
therefore advised to read this carefully before reading, accessing
or making any other use of the Supplement. In accessing the
Supplement, you agree to be bound by the following terms and
conditions, including any modifications to them, any time you
receive any information from us as a result of such
access.
THE SUPPLEMENT MAY NOT BE FORWARDED OR
DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED
IN ANY MANNER WHATSOEVER. THE SUPPLEMENT MAY ONLY BE DISTRIBUTED
OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS AS
DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITHIN THE UNITED
STATES TO QIBs (AS DEFINED BELOW) IN ACCORDANCE WITH RULE 144A
UNDER THE SECURITIES ACT ("RULE
144A"). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE
BASE PROSPECTUS IN WHOLE OR IN PART IS PROHIBITED. FAILURE TO
COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES
ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
NOTHING IN THIS ELECTRONIC PUBLICATION
CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION
WHERE IT IS UNLAWFUL TO DO SO. ANY NOTES ISSUED OR TO BE ISSUED
PURSUANT TO THE BASE PROSPECTUS RELATING TO THE £10,000,000,000
GLOBAL MEDIUM TERM NOTE PROGRAMME OF THE COMPANY AND THE BANK
(DATED 13 DECEMBER 2023 (THE "BASE
PROSPECTUS" AS SUPPLEMENTED BY THE SUPPLEMENT)) HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. ANY NOTES ISSUED OR TO BE ISSUED PURSUANT TO THE BASE
PROSPECTUS MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE
SECURITIES ACT TO PERSONS REASONABLY BELIEVED TO BE QUALIFIED
INSTITUTIONAL BUYERS (EACH A "QIB") WITHIN THE MEANING OF RULE 144A
OR (2) IN AN OFFSHORE TRANSACTION TO A PERSON THAT IS NOT A U.S.
PERSON IN RELIANCE ON REGULATION S UNDER THE SECURITIES
ACT.
The Supplement must be read in conjunction with
the Base Prospectus which comprises a prospectus for the purposes
of the Regulation (EU) 2017/1129 as it forms part of
domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation").
Please note that the information contained in
the Base Prospectus, as supplemented by the Supplement, may be
addressed to and/or targeted at persons who are residents of
particular countries (specified in the Base Prospectus) only and is
not intended for use and should not be relied upon by any person
outside these countries and/or to whom the offer contained in the
Base Prospectus is not addressed. Prior to relying on the
information contained in the Base Prospectus, as supplemented by
this Supplement, you must ascertain from the Base Prospectus (as
applicable) whether or not you are part of the intended addressees
of the information contained therein.
Confirmation
of your Representation: In order to be eligible
to view the Base Prospectus or the Supplement or make an investment
decision with respect to any notes issued or to be issued pursuant
to the Base Prospectus, as supplemented by this Supplement, you
must be (A) a person other than a U.S. person (within the meaning
of Regulation S under the Securities Act); or (B) a QIB that is
acquiring the securities for its own account or for the account of
another QIB. By accessing the Base Prospectus or the Supplement,
you shall be deemed to have represented that you and any customers
you represent are not a U.S. person (as defined in Regulation S to
the Securities Act) or that you are a QIB, and that you consent to
delivery of the Base Prospectus and the Supplement thereto via
electronic publication.
You are reminded that the Supplement has been
made available to you on the basis that you are a person into whose
possession the Supplement may be lawfully delivered in accordance
with the laws of the jurisdiction in which you are located, and you
may not, nor are you authorised to, deliver the Supplement to any
other person.
The Supplement and the Base Prospectus do not
constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not
permitted by law. If a jurisdiction requires that the offering be
made by a licensed broker or dealer and the underwriters or any
affiliate of the underwriters is a licensed broker or dealer in
that jurisdiction, the offering shall be deemed to be made by the
underwriters or such affiliate on behalf of the Company or the Bank
in such jurisdiction. Under no circumstances shall the Supplement
and the Base Prospectus constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of any
notes issued or to be issued pursuant to the Supplement or the Base
Prospectus, in any jurisdiction in which such offer, solicitation
or sale would be unlawful.
The Supplement has been made available to you
in an electronic form. You are reminded that documents transmitted
via this medium may be altered or changed during the process of
electronic transmission and consequently none of the Company, the
Bank, their advisers or any person who controls the Company, the
Bank, or any director, officer, employee or agent of the Company,
the Bank or affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the
Supplement made available to you in electronic format and the hard
copy version available to you on request from the Company or the
Bank.