Court Sanction of Scheme of Arrangement

Court Sanction of Scheme of Arrangement and Other Updates

The boards of Virgin Money and Nationwide are pleased to announce that the Court has today issued the Court Order sanctioning the scheme of arrangement between Virgin Money and its shareholders under Part 26 of the Companies Act (the "Scheme") to implement the recommended cash acquisition of the entire issued and to be issued share capital of Virgin Money by Nationwide (the "Acquisition").

The Acquisition is subject to the terms and conditions set out in the scheme document relating to the Acquisition published on 22 April 2024 (the "Scheme Document") and was approved by Virgin Money Shareholders at the Shareholder Meetings on 22 May 2024.

Next steps

There has been no material change to the expected timetable of principal events for the Acquisition set out in the announcements made by Virgin Money and Nationwide in relation to the Acquisition on 6 September 2024.

The Scheme remains conditional on, and will become Effective upon, the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 1 October 2024.

Virgin Money confirms that the last day of: (i) dealings in, and registration of transfers of, Virgin Money Ordinary Shares; and (ii) registration of transfers of Virgin Money CDIs is today, 27 September 2024. The Scheme Record Time and the time at which Virgin Money Ordinary Shares will be disabled in CREST is 6.00 p.m. today, 27 September 2024 and the CDI Record Time is 7.00 p.m. (AEST) today, 27 September 2024.

A request has been made for the suspension of the listing of Virgin Money Ordinary Shares on the Official List and of the trading of Virgin Money Ordinary Shares on the London Stock Exchange's main market with effect from 7.30 a.m. on 30 September 2024.

The de-listing of Virgin Money Ordinary Shares from the Official List and the cancellation of the trading of Virgin Money Ordinary Shares on the London Stock Exchange's main market for listed securities have also been applied for and, subject to the Scheme becoming Effective, are expected to take effect from 8.00 a.m. on 1 October 2024. The cancellation of listing of Virgin Money on the Australian Securities Exchange will, subject to the Scheme becoming Effective, take effect on 1 October 2024.

Virgin Money notes that, subject to the Scheme becoming Effective, it intends to extend its current accounting reference date of 30 September to 31 March, to bring its financial year-end into alignment with that of Nationwide. Virgin Money now expects to publish interim results, and an interim Pillar 3 document, covering the 12 months to 30 September 2024 on 27 November 2024. Virgin Money's new financial calendar will be made available on Virgin Money's website at www.virginmoneyukplc.com/investor-relations/announcements/ in due course.

Further announcements will be made when the Scheme has become Effective and upon each of the suspension and the cancellation of the listing and trading of the Virgin Money Ordinary Shares.

If any of the expected times and dates set out above change, Virgin Money will give notice of this change by issuing an announcement through a Regulatory Information Service and the ASX Market Announcements Platform and, if required by the Panel, posting notice of the change(s) to Virgin Money Shareholders and persons with information rights. Such announcement will be made available on Virgin Money's website at www.virginmoneyukplc.com/investor-relations/announcements/ and on Nationwide's website at https://www.nationwide.co.uk/investor-relations/virgin-money-terms-of-access/.

Virgin Money expects to recognise certain transaction-related costs at or around Completion, including the £250m exit fee under the TMLA Amendment Agreement, and adjustments reflecting, where appropriate, the alignment of its accounting policies with Nationwide. The Combined Group (including Virgin Money after Completion) expects to remain robustly capitalised with a strong balance sheet, which will support future growth and financial resilience. As part of its management of capital within the Combined Group, Nationwide will take any required actions to ensure that Virgin Money remains robustly capitalised including the down streaming of capital resources as needed.

Separately, following its normal annual Supervisory Review and Evaluation Process (SREP) cycle, Virgin Money has been notified by the PRA that its Total Capital Requirement will be 11.7%, effective 2 October 2024.

Full details of the Acquisition are set out in the Scheme Document.

Virgin Money's LEI Number is 213800ZK9VGCYYR6O495.

Announcement authorised for release by Lorna McMillan, Group Company Secretary of Virgin Money.

Disclaimers

Information for Overseas Shareholders

Notice to Australian Virgin Money Shareholders

Share purchases

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