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Tender Offer - Maximum Acceptance Amount

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Virgin Money confirms maximum acceptance amount of £700m for tender offer of subordinated notes.

  • Maximum Acceptance Amount £700,000,000
  • 8.250% Notes outstanding £350,000,000
  • 11.000% Notes outstanding £350,000,000
Full announcement

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Further to the announcement dated 3 June 2025 in relation to the invitation of Virgin Money UK PLC (the "Issuer") to holders of its outstanding £350,000,000 8.250 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (ISIN: XS2486863595) and £350,000,000 11.000 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (ISIN: XS2718145779) (together, the "Notes"), to tender such Notes for purchase by the Issuer for cash, the Issuer hereby confirms that the Maximum Acceptance Amount is £700,000,000. As the Maximum Acceptance Amount is equal to the aggregate principal amount of the Notes, the Issuer confirms that it will accept for purchase any validly tendered Notes up to the Maximum Acceptance Amount without such Notes being scaled by a Scaling Factor. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the tender offer memorandum prepared by the Issuer dated 3 June 2025 (the "Tender Offer Memorandum").

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the conditions of and procedures for participating in the Offers.

The Issuer is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Issuer of Notes tendered pursuant to the Offers is at the sole discretion of the Issuer and tenders may be rejected by the Issuer for any reason.

A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. Any questions or requests for assistance in connection with: (i) the Offers, may be directed to the Dealer Managers; and (ii) the delivery of Tender Instructions or requests for additional copies of the Tender Offer Memorandum or related documents, which may be obtained free of charge, may be directed to the Tender Agent, the contact details for each of which are set out below.

Dealer Managers

J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom Telephone : +44 (0) 20 7134 2468 Email : liability_management_EMEA@jpmorgan.com Attention : EMEA Liability Management GroupLloyds Bank Corporate Markets plc 33 Old Broad Street London EC2N 1HZ United Kingdom ​ Telephone : +44 (0) 20 7158 1726 / 1719 Email : LBCMLiabilityManagement@lloydsbanking.com Attention : Liability Management

NatWest Markets Plc 250 Bishopsgate London EC2M 4AA United Kingdom Telephone : +44 (0) 20 7678 5222 Email : NWMLiabilityManagement@natwestmarkets.com Attention : Liability Management

Tender Agent

Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG United Kingdom Telephone : +44 (0) 20 7704 0880 Attention : Owen Morris / Scott Boswell Email : virginmoney@is.kroll.com Website : https://deals.is.kroll.com/virginmoney-tender

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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