FORM 8
(OPD)
PUBLIC OPENING POSITION
DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the
Takeover Code (the "Code")
1. KEY
INFORMATION
(a) Full name of
discloser:
|
VIRGIN
MONEY UK PLC
|
(b) Owner or controller of
interests and short positions disclosed, if different from
1(a):
The
naming of nominee or vehicle companies is insufficient. For a
trust, the trustee(s), settlor and beneficiaries must be
named.
|
N/A
|
(c) Name of offeror/offeree
in relation to whose relevant securities this form
relates:
Use
a separate form for each offeror/offeree
|
VIRGIN
MONEY UK PLC
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEREE
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
18 March
2024
|
(f) In addition to the
company in 1(c) above, is the discloser making disclosures in
respect of any other party to the offer?
If it is a cash offer or
possible cash offer, state "N/A"
|
N/A
|
2. POSITIONS
OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If
there are positions or rights to subscribe to disclose in more than
one class of relevant securities of the offeror or offeree named in
1(c), copy table 2(a) or (b) (as appropriate) for each additional
class of relevant security.
(a) Interests and
short positions in the relevant securities of the offeror or
offeree to which the disclosure relates
Class of relevant
security:
|
|
|
Interests
|
Short
positions
|
Number
|
%
|
Number
|
%
|
(1) Relevant securities owned
and/or controlled:
|
Nil
|
0
|
Nil
|
0
|
(2) Cash-settled
derivatives:
|
Nil
|
0
|
Nil
|
0
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
Nil
|
0
|
Nil
|
0
|
TOTAL:
|
Nil
|
0
|
Nil
|
0
|
All
interests and all short positions should be
disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8
(Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to
subscribe for new securities
Class of relevant security in
relation to which subscription right exists:
|
Nil
|
Details, including nature of
the rights concerned and relevant percentages:
|
N/A
|
3. POSITIONS
OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE
DISCLOSURE
Details of any interests,
short positions and rights to subscribe (including directors' and
other employee options) of any person acting in concert with the
party to the offer making the disclosure:
|
(a) Interests in Virgin
Money UK Plc ("VMUK") securities held by the directors of VMUK and
their close relatives and related trusts
Class of relevant
securities:
|
Ordinary shares of 10 pence
each (unless otherwise stated)
|
Name
|
Number of VMUK securities
held
|
Percentage of issued share
capital*
|
Clifford
Abrahams
|
254,176
|
0.0196
|
David
Bennett
|
40,388
|
0.0031
|
Lucinda
Charles-Jones
|
0
|
0.0000
|
David
Duffy
|
1,585,518**
|
0.1223
|
Geeta
Gopalan
|
7,932
|
0.0006
|
Elena
Novokreshchenova
|
0
|
0.0000
|
Darren
Pope
|
11,785
|
0.0009
|
Tim Wade
and his close relatives
|
50,505***
|
0.0038
|
Sara
Weller
|
25,000
|
0.0019
|
* All
percentages in this form have been rounded to four decimal places
and are based on VMUK's issued share capital of 1,296,012,374
ordinary shares (including ordinary shares underlying CHESS
Depositary Interests (CDIs), each CDI representing one ordinary
share) as at 18 March 2024.
** This
includes 661 ordinary shares held via the Virgin Money Group Share
Incentive Plan and CHESS Depositary Interests which represent
interests in 4,080 ordinary shares beneficially-owned.
*** This
includes 20,505 ordinary shares held by Tim Wade and 30,000
ordinary shares held by his close relative.
(b) Awards over VMUK
shares held by the directors of VMUK and their close relatives and
related trusts
Class of relevant
securities:
|
Ordinary shares of 10 pence
each (unless otherwise stated)
|
Name
|
Scheme
|
Number of VMUK shares under
award
|
Percentage of issued share
capital
|
Grant Date
|
Vesting
Period
|
Clifford
Abrahams
|
Long Term
Incentive Plan ("LTIP")
|
748,936
|
0.0577
|
9 December
2021
|
9 December
2024 to 9 December 2028
|
Clifford
Abrahams
|
LTIP
|
782,100
|
0.0603
|
9 December
2022
|
9 December
2025 to 9 December 2029
|
Clifford
Abrahams
|
LTIP
|
980,300
|
0.0756
|
8 December
2023
|
9 December
2026 to 9 December 2030
|
David
Duffy
|
LTIP
|
38,375
|
0.0029
|
24 November
2017
|
20
June 2024 to 20 June
2025
|
David
Duffy
|
LTIP
|
274,180
|
0.0211
|
20 December
2018
|
20
December 2024 to 20 December 2025
|
David
Duffy
|
LTIP
|
243,255
|
0.0187
|
9 December
2019
|
9
December 2024 to 9 December 2026
|
David
Duffy
|
LTIP
|
535,418
|
0.0413
|
9 December
2020
|
9
December 2024 to 9 December 2027
|
David
Duffy
|
LTIP
|
1,280,425
|
0.0987
|
9 December
2021
|
9 December
2024 to 9 December 2028
|
David
Duffy
|
LTIP
|
1,337,130
|
0.1031
|
9 December
2022
|
9 December
2025 to 9 December 2029
|
David
Duffy
|
LTIP
|
1,666,520
|
0.1285
|
8 December
2023
|
9 December
2026 to 9 December 2030
|
(c) Interests in VMUK's
securities held by connected advisers of VMUK
Class of relevant
securities:
|
Ordinary shares of 10 pence
each
|
Interests
|
Short
positions
|
Name
|
Type
|
Number
|
%
|
Number
|
%
|
Goldman
Sachs & Co. LLC
|
Cash
settled derivatives
|
1
|
0.0000
|
0
|
0.0000
|
Goldman
Sachs Financial Markets Pty Ltd
|
Cash
settled derivatives
|
319,198
|
0.0246
|
1,329,032
|
0.1025
|
Goldman
Sachs Financial Markets Pty Ltd
|
Relevant
securities owned and/or controlled****
|
1,323,861
|
0.1021
|
314,278
|
0.0242
|
****
Securities held as CDIs
|
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER
INFORMATION
(a) Indemnity and
other dealing arrangements
Details of any indemnity or
option arrangement, or any agreement or understanding, formal or
informal, relating to relevant securities which may be an
inducement to deal or refrain from dealing entered into by the
party to the offer making the disclosure or any person acting in
concert with it:
Irrevocable commitments and
letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state
"none"
|
None
|
(b) Agreements,
arrangements or understandings relating to options or
derivatives
Details of any agreement,
arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert
with it, and any other person relating to:
(i) the voting rights
of any relevant securities under any option; or
(ii) the voting rights or
future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such
agreements, arrangements or understandings, state
"none"
|
None
|
(c)
Attachments
Are
any Supplemental Forms attached?
Supplemental Form 8 (Open
Positions)
|
NO
|
Supplemental Form 8
(SBL)
|
NO
|
Date of disclosure:
|
20 March
2024
|
Contact name:
|
Lorna
McMillan
|
Telephone number:
|
+44 7834
585436
|
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The
Panel's Market Surveillance Unit is available for consultation in
relation to the Code's disclosure requirements on +44 (0)20 7638
0129.
The
Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.