TIDM41KY
RNS Number : 6372J
Virgin Money Holdings (UK) PLC
20 August 2019
The distribution of this notice in certain jurisdictions may be
restricted by law, and persons into whose possession this notice
comes are required to inform themselves about, and to observe, any
such restrictions. This notice being made only outside the United
States to persons other than "U.S. persons" (as defined in
Regulation S under the United States Securities Act of 1933, as
amended (the "Securities Act")). Nothing in this notice constitutes
or contemplates an offer of, an offer to purchase or the
solicitation of an offer to purchase or sell any security in the
United States or any other jurisdiction.
20 August 2019
Virgin Money Holdings (UK) plc
(incorporated under the laws of England and Wales)
NOTICE
To the Holders of the Outstanding
GBP230,000,000 Fixed Rate Resettable Additional Tier 1
Securities (XS1516312409)
(the "AT1 Notes")
and
GBP350,000,000 3.375 per cent. Fixed Rate Reset Callable Senior
Notes due 24 April 2026 (XS1813150247)
(the "MREL Notes")
(each a "Series" and together, the "Notes")
issued by Virgin Money Holdings (UK) plc
Capitalised terms used in this notice and not otherwise defined
shall have the meanings given to them in the Consent Solicitation
Memorandum prepared by Virgin Money Holdings (UK) plc (the
"Issuer") and CYBG PLC dated 24 July 2019.
1. AT1 NOTES
Further to the notice dated 15 August 2019, notice is hereby
given to the holders of the AT1 Notes that, on 20 August 2019, the
Amended and Restated Trust Deed implementing the Proposals in
respect of the AT1 Notes was executed and CYBG PLC was substituted
in place of the Issuer in its capacity as issuer and principal
debtor under the AT1 Notes and all rights, claims or entitlements
against the Issuer in its capacity as former issuer and principal
debtor under the AT1 Notes were released and waived, effective 20
August 2019 (such date being the Implementation Date).
A copy of the Amended and Restated Trust Deed in respect of the
AT1 Notes is available from the offices of CYBG PLC and the
Tabulation Agent.
2. MREL NOTES
Further to the notice dated 15 August 2019, notice is hereby
given to the holders of the MREL Notes that, on 20 August 2019, the
Supplemental Trust Deed implementing the Proposals in respect of
the MREL Notes was executed and CYBG PLC was substituted in place
of the Issuer in its capacity as issuer and principal debtor under
MREL Notes. All rights, claims or entitlements against the Issuer
in its capacity as former issuer and principal debtor under the
MREL Notes were released and waived, effective 20 August 2019 (such
date being the Implementation Date).
A copy of the Supplemental Trust Deed in respect of the MREL
Notes is available from the offices of CYBG PLC and the Tabulation
Agent. A copy of the amended and restated final terms prepared in
relation to MREL Notes can be found at:
http://www.rns-pdf.londonstockexchange.com/rns/6372J_1-2019-8-20.pdf.
Further Information
Further details about the transaction can be obtained from:
Debt Investors
The Solicitation Agents
Barclays Bank PLC
1 Churchill Place Tel: +44 (0) 20 3134 8515
Canary Wharf Email: eu.lm@barclays.com
London E14 5HP Att: Liability Management Group
United Kingdom
Deutsche Bank AG, London Branch
Winchester House Tel: +44 (0) 207 545 8011
1 Great Winchester Street Att: Liability Management Team
London EC2N 2DB
United Kingdom
The Solicitation Agents are not acting through a U.S.
broker-dealer affiliate and, accordingly, will not discuss the
Consent Solicitations or the contents of this Notice with any
Noteholder who is unable to confirm it is not located or resident
in the United States.
Tabulation Agent
Lucid Issuer Services Limited Tel: +44 20 7704 0880
Tankerton Works Email: virginmoney@lucid-is.com
12 Argyle Walk Att: David Shilson
London WC1H 8HA
United Kingdom
CYBG
Equity Analysts
Andrew Downey Tel: 07823 443 150
Investor Relations Email: andrew.downey@cybg.com
Company Secretary
Lorna McMillan Tel: 07834 585 436
Company Secretary Email: lorna.mcmillan@cybg.com
Media Relations
Press Office Tel: 0800 066 5998
Email: press.office@cybg.com
Forward looking statements
The information in this document may include forward looking
statements, which are based on assumptions, expectations,
valuations, targets, estimates, forecasts and projections about
future events. These can be identified by the use of words such as
'expects', 'aims', 'targets', 'seeks', 'anticipates', 'plans',
'intends', 'prospects', 'outlooks', 'projects', 'forecasts'
'believes', 'estimates', 'potential', 'possible', and similar words
or phrases. These forward looking statements, as well as those
included in any other material discussed at any presentation, are
subject to risks, uncertainties and assumptions about the Group and
its securities, investments, and the environment in which it
operates, including, among other things, the development of its
business and strategy, any acquisitions, combinations, disposals or
other corporate activity undertaken by the Group (including but not
limited to the integration of the business of the Issuer and its
subsidiaries into the Group), trends in its operating industry,
changes to customer behaviours and covenant, macroeconomic and/or
geopolitical factors, changes to its board and/ or employee
composition, exposures to terrorist activity, IT system failures,
cyber-crime, fraud and pension scheme liabilities, changes to law
and/or the policies and practices of the Bank of England, the
Financial Conduct Authority and/or other regulatory and
governmental bodies, inflation, deflation, interest rates, exchange
rates, changes in the liquidity, capital, funding and/or asset
position and/or credit ratings of the Group, future capital
expenditures and acquisitions, the repercussions of the UK's
referendum vote to leave the European Union (EU), the UK's exit
from the EU (including any change to the UK's currency), Eurozone
instability, and any referendum on Scottish independence.
In light of these risks, uncertainties and assumptions, the
events in the forward looking statements may not occur. Forward
looking statements involve inherent risks and uncertainties. Other
events not taken into account may occur and may significantly
affect the analysis of the forward looking statements. No member of
the Group or their respective directors, officers, employees,
agents, advisers or affiliates gives any assurance that any such
projections or estimates will be realised or that actual returns or
other results will not be materially lower than those set out in
this document and/ or discussed at any presentation. All forward
looking statements should be viewed as hypothetical. No
representation or warranty is made that any forward looking
statement will come to pass. No member of the Group or their
respective directors, officers, employees, agents, advisers or
affiliates undertakes any obligation to update or revise any such
forward looking statement following the publication of this
document nor accepts any responsibility, liability or duty of care
whatsoever for (whether in contract, tort or otherwise) or makes
any representation or warranty, express or implied, as to the
truth, fullness, fairness, merchantability, accuracy, sufficiency
or completeness of the information in this document.
The information, statements and opinions contained in this
document do not constitute or form part of, and should not be
construed as, any public offer under any applicable legislation or
an offer to sell or solicitation of any offer to buy any securities
or financial instruments or any advice or recommendation with
respect to such securities or other financial instruments. The
distribution of this document in certain jurisdictions may be
restricted by law. Recipients are required by the Group to inform
themselves about and to observe any such restrictions. No liability
to any person is accepted in relation to the distribution or
possession of this document in any jurisdiction. The information,
statements and opinions contained in this document and the
materials used in and/ or discussed at, any presentation are
subject to change.
Certain figures contained in this document, including financial
information, may have been subject to rounding adjustments and
foreign exchange conversions. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this
document may not conform exactly to the total figure given.
None of the Issuer, CYBG, the Solicitation Agents, the Trustee,
the Tabulation Agent, the Principal Paying Agent, the Registrar or
any director, officer, employee, agent or affiliate of any such
person is acting for any Noteholder, or will be responsible to any
Noteholder for providing any protections which would be afforded to
its clients or for providing advice in relation to any Consent
Solicitation or any Extraordinary Resolution. This announcement
must be read in conjunction with the Consent Solicitation
Memorandum. No offer to acquire any Notes is being made pursuant to
this announcement. If any holder of Notes is in any doubt as to any
action it should take in relation to the contents of this
announcement, it is recommended to seek its own advice, including
as to any tax consequences, from its broker, bank manager,
solicitor, accountant or other independent adviser.
The distribution of this announcement and/or the Consent
Solicitation Memorandum in certain jurisdictions may be restricted
by law. Persons into whose possession this announcement and/or
Consent Solicitation Memorandum comes are required by each of the
Issuer, CYBG, the Solicitation Agents, the Trustee, the Tabulation
Agent, the Principal Paying Agent and the Registrar to inform
themselves about, and to observe, any such restrictions.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCPMMLTMBTTMTL
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