Tender Offer - Results Announcement
Virgin Money completes tender offer to repurchase £519.8m of subordinated notes.
- Notes accepted for purchase £519,778,000
- 8.250% Notes accepted £339,925,000 (prior 97.12% of outstanding)
- 11.000% Notes accepted £179,853,000 (prior 51.39% of outstanding)
- Maximum Acceptance Amount £700,000,000
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Virgin Money UK PLC (the "Issuer") announces today the results of its invitation to holders of its outstanding £350,000,000 8.250 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (ISIN: XS2486863595) (the "8.250 per cent. Notes") and £350,000,000 11.000 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (ISIN: XS2718145779) (the "11.000 per cent. Notes", and together with the 8.250 per cent. Notes, the "Notes"), to tender such Notes for purchase by the Issuer for cash up to the Maximum Acceptance Amount, subject to the terms and conditions described in the tender offer memorandum prepared by the Issuer dated 3 June 2025 (the "Tender Offer Memorandum") (each such invitation an "Offer" and, together, the "Offers"). Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum. This announcement must be read in conjunction with the Tender Offer Memorandum.
As announced by the Issuer on 4 June 2025, the Maximum Acceptance Amount is £700,000,000, and, as the Maximum Acceptance Amount is equal to the aggregate principal amount of the Notes, the Issuer will accept for purchase any validly tendered Notes up to the Maximum Acceptance Amount without such Notes being scaled by a Scaling Factor.
The Expiration Deadline for each Offer was 4.00 p.m. (London time) on 10 June 2025. Following the Expiration Deadline, the Issuer hereby announces that the New Financing Condition has been satisfied and, therefore, it will accept all valid tenders of Notes for purchase pursuant to the Offers. Accordingly, the aggregate principal amount of the Notes validly tendered and accepted for purchase pursuant to the Offers is £519,778,000 (representing 74.25 per cent. of the principal amount of the Notes outstanding), comprising £339,925,000 in respect of the 8.250 per cent. Notes (representing 97.12 per cent. of the principal amount of the 8.250 per cent. Notes outstanding) and £179,853,000 in respect of the 11.000 per cent. Notes (representing 51.39 per cent. of the principal amount of the 11.000 per cent. Notes outstanding).
Settlement of the Offers and payment of the Purchase Price and Accrued Interest Payment in respect of the Notes accepted for purchase is expected to take place on 17 June 2025. Notes that are not tendered and accepted for purchase pursuant to the Offers will remain outstanding.
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 Group | Lloyds 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
Attention: Owen Morris / Scott Boswell
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.