CatalystWireBeta

Consent Solicitation - Results (XS2585239200)

In brief · summary, not quotable

Virgin Money noteholders voted to exchange €428.8m of October 2028 Senior Notes for Nationwide New SNP Notes.

  • October 2028 Senior Notes €500,000,000
  • Votes in favour of Extraordinary Resolution €428,766,000
  • Percentage of votes cast in favour 100%
  • Expected implementation date 2 July 2025
Full announcement

Select text to share a quote on X · sign in to keep highlights & notes in your NBS notes

€500,000,000 4.625 per cent. Fixed Rate Reset Callable Senior Notes due 2028 (XS2585239200)

(the "October 2028 Senior Notes")

On 3 June 2025, Virgin Money UK PLC (the "Issuer") announced invitations to eligible holders of its outstanding October 2028 Senior Notes to consider and, if thought fit, approve certain Proposals, being the exchange of any and all of the October 2028 Senior Notes for an equal aggregate principal amount of New SNP Notes to be issued by Nationwide Building Society ("Nationwide") under its U.S.$25,000,000,000 European Note Programme, by way of an extraordinary resolution of the holders of the October 2028 Senior Notes (the "Extraordinary Resolution"), all as further described in the consent solicitation memorandum dated 3 June 2025 (the "Consent Solicitation Memorandum"). Capitalised terms used in this announcement and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.

NOTICE IS HEREBY GIVEN to the holders of the October 2028 Senior Notes that, at the Meeting of such holders held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on 25 June 2025 at 10.30 a.m. (London time): (i) the quorum was reached; and (ii) the Extraordinary Resolution set out in the notice of meeting to Noteholders of the October 2028 Senior Notes dated 3 June 2025 previously notified to Noteholders in accordance with the terms of the Trust Deed for the October 2028 Senior Notes was duly passed. The relevant Consent Conditions were also satisfied.

The number of votes in respect of Notes held by Eligible Noteholders cast in favour of the Extraordinary Resolution was €428,766,000 (representing 100% of the total number of votes cast at the Meeting).

October 2028 Senior Notes Early Participation Fee and Ineligible Noteholder Payment

Each Eligible Noteholder of the October 2028 Senior Notes from whom a valid Electronic Voting Instruction was received by the Tabulation Agent by the Expiration Deadline will receive the Early Participation Fee by no later than the Implementation Date (which is expected to be on or about 2 July 2025).

New SNP Notes

The relevant New SNP Notes for which the Extraordinary Resolution was passed will be issued on or around 2 July 2025. A further announcement will be made once such issuance has taken place.

Tabulation Agent

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

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

Share this quote

Quote card
Post on X WhatsApp Download image

The link opens this announcement with the quote highlighted. Quotes are checked against the original text.

Add a note