Consent Solicitation - Results (XS2667626233)
Consent solicitation to exchange £300m senior notes failed to pass extraordinary resolution at meeting.
- 2029 Senior Notes outstanding £300,000,000
- Votes cast in favour of Extraordinary Resolution £211,804,000
- Percentage of votes in favour 71.00%
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£300,000,000 7.625 per cent. Fixed Rate Reset Callable Senior Notes due 2029 (XS2667626233)
(the "2029 Senior Notes")
On 3 June 2025, Virgin Money UK PLC (the "Issuer") announced invitations to eligible holders of its outstanding 2029 Senior Notes to consider and, if thought fit, approve certain Proposals, being the exchange of any and all of the 2029 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 2029 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 2029 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 10.40 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 2029 Senior Notes dated 3 June 2025 previously notified to Noteholders in accordance with the terms of the Trust Deed for the 2029 Senior Notes was not passed.
The number of votes in respect of Notes held by Eligible Noteholders cast in favour of the Extraordinary Resolution was £211,804,000 (representing 71.00% of the total number of votes cast at the Meeting).
2029 Senior Notes Early Participation Fee and Ineligible Noteholder Payment
In respect of the 2029 Senior Notes, no fee is payable.
Tabulation Agent
| Kroll Issuer Services Limited News Building 3 London Bridge Street London SE1 9SG United Kingdom | Telephone: +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.