Virgin Money UK PLC launches tender offers for notes

LONDON - Virgin Money (LON:VM) UK PLC announced today the commencement of tender offers to purchase for cash two series of its outstanding notes, specifically the £350 million 8.250% Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes and the £350 million 11.000% Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes. The offer is contingent on a new financing condition and other terms outlined in the tender offer memorandum dated June 3, 2025.

The invitation to tender these notes is part of Virgin Money UK PLC’s capital management strategy following the acquisition of Virgin Money by Nationwide. This strategy includes simplifying and aligning the capital structures of both entities. The company is offering to buy the 8.250% notes at 105.000% and the 11.000% notes at 114.500% of their principal amounts.

The maximum aggregate principal amount of notes that will be accepted for purchase is expected to be equal to the aggregate principal amount of new securities that Nationwide intends to issue, although the issuer reserves the right to modify or waive this amount at its discretion. The tender offers will expire at 4:00 p.m. London time on June 10, 2025, unless extended or amended.

The rationale behind these offers is to provide liquidity to investors holding these notes, coupled with the opportunity to participate in the proposed issuance of new securities by Nationwide. Any notes purchased will be cancelled and not reissued or resold, and notes remaining after the offer’s completion will continue to contribute to the group’s regulatory capital and minimum requirement for own funds and eligible liabilities (MREL).

The announcement of the tender offers is based on a press release statement and does not constitute a public offer or a solicitation to buy any securities. The tender offers, including the new securities, will not be made available to U.S. persons or within the United States due to regulatory restrictions.

Investors who hold these notes and wish to participate in the tender offers must submit valid tender instructions by the expiration deadline. The settlement date for the offers is expected to be June 17, 2025, subject to the satisfaction or waiver of the new financing condition.

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