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LONDON - Virgin Money (LON:VM) UK PLC announced Wednesday that shareholders have rejected a proposal to exchange £300 million ($380 million) of senior notes due in 2029 for new notes to be issued by Nationwide Building Society (LON:NBS).
At a meeting held at Clifford Chance LLP offices in London, holders of Virgin Money’s 7.625% Fixed Rate Reset Callable Senior Notes voted on an extraordinary resolution regarding the proposed exchange. Despite securing 71% of votes cast (representing £211.8 million of notes), the proposal failed to reach the required threshold for approval.
The rejected proposal would have exchanged the existing notes for an equal aggregate principal amount of new senior non-preferred notes to be issued by Nationwide under its $25 billion European Note Programme.
The consent solicitation was initially announced on June 3, when Virgin Money invited eligible noteholders to consider the exchange proposal.
J.P. Morgan Securities, Lloyds (LON:LLOY) Bank Corporate Markets, and NatWest Markets served as solicitation agents for the transaction, with Kroll Issuer Services Limited acting as the tabulation agent.
The company confirmed in its statement that no early participation fee or ineligible noteholder payment would be made in connection with the 2029 Senior Notes following the resolution’s failure.
This announcement follows Virgin Money’s earlier consent solicitation memorandum that outlined the terms of the proposed exchange. The information was disclosed in accordance with the company’s obligations under the Market Abuse Regulation.
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