TIDMVMUK TIDM91XR
RNS Number : 9572O
Virgin Money UK PLC
12 February 2021
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")). NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD
TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE,
INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM
THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENT
FINANCIAL, TAX OR LEGAL ADVISER.
Virgin Money UK PLC
(incorporated with limited liability in England and Wales,
registered number 09595911)
(the "Issuer ")
Legal Entity Identifier (LEI): 213800ZK9VGCYYR6O495
to all holders of the outstanding securities listed in the table
on the following page
(each a "Series " and, together, the "Notes ", and the holders
thereof, the "Holders") of the Issuer presently outstanding
The Issuer has today given a Notice of separate meetings of the
Holders (the "Notice of the Meetings") in respect of the Notes for
the purpose of soliciting consent from the Holders to the
modification of the terms and conditions (the "Conditions") of the
relevant Series and consequential or related amendments to the
relevant Trust Deed for the relevant Series of Notes such that: (A)
in the case of the AT1 Notes and 2026 Senior Notes (each as defined
below), (i) upon the occurrence of an Index Cessation Event in
respect of the six-month sterling London Inter Bank Offered Rate
("LIBOR"): (a) the relevant LIBOR linked mid-swap rate is replaced
by a Sterling Overnight Index Average ("SONIA") linked mid-swap
rate; (b) an adjustment is made to reflect the economic difference
between the LIBOR and SONIA rates (using the methodology for such
adjustments contained in Supplement number 70 to the 2006 ISDA
Definitions, as amended or supplemented from time to time (the
"ISDA IBOR Fallback Supplement")) and (c) the margin applicable to
each such Series of Notes remains unaltered; (ii) new fallbacks
relating to SONIA are included; and (iii) in the case of the AT1
Notes, further new fallbacks are included if a Benchmark Event
occurs or there is a Successor Rate (in each case, as defined in
the consent solicitation memorandum dated 12 February 2021 (the
"Consent Solicitation Memorandum") with respect to SONIA (or LIBOR,
if the relevant Index Cessation Event has not occurred) and in the
case of the 2026 Senior Notes, the existing Benchmark Event
fallbacks are amended to (i) include additional trigger events in
line with market practice and (ii) update the process for
determining an adjustment rate in line with the other securities
issued by the Issuer (and the fallbacks proposed for the other
Notes as part of these Consent Solicitations (as defined below)) or
(B) in the case of the 2025 Senior Notes (as defined below), (i)
upon the occurrence of an Index Cessation Event in respect of
six-month sterling LIBOR: (a) LIBOR is replaced by SONIA for the
purposes of the floating rate provisions of the Notes; (b) an
adjustment is made to reflect the economic difference between the
LIBOR and SONIA rates (using the methodology for such adjustments
contained in the ISDA IBOR Fallback Supplement); (c) the margin
applicable to such Series remains unaltered; (ii) new fallbacks
relating to SONIA are included; and (iii) further new fallbacks are
included if a Benchmark Event occurs or there is a Successor Rate
with respect to SONIA (or LIBOR, if the Index Cessation Event has
not occurred), as proposed by the Issuer in relation to the
respective Series, for approval by a separate extraordinary
resolution of the Holders of each such Series (each an
"Extraordinary Resolution"), all as further described in the
Consent Solicitation Memorandum (each such invitation a "Consent
Solicitation" and together, the "Consent Solicitations").
In light of the ongoing developments in relation to the
Coronavirus (COVID-19), and current guidance issued by the UK
Government, it may become impossible or inadvisable to hold each
relevant Meeting at a physical location. Accordingly, in accordance
with the provisions of the relevant Trust Deed, the Issuer has
requested that the Trustee prescribes appropriate regulations
regarding the holding of the relevant Meeting via teleconference.
Each separate Meeting convened by the Issuer will be held by
teleconference platform on 8 March 2021. The Issuer will take
appropriate steps to ensure that only those who would otherwise be
entitled to attend and vote at a physical meeting will be entitled
to attend the teleconference.
No consent fee will be payable in connection with any Consent
Solicitation.
THE NOTES
Outstanding Principal Paying
ISIN Description principal amount Trustee Agent Registrar
------------- ------------------- ------------------- ------------------- ------------------- -------------------
XS1637124741 3.125 per cent. GBP300,000,000 Citicorp Trustee Citibank, N.A., N/A
Fixed-to-Floating Company Limited London Branch
Rate Callable
Senior Notes due
2025 (the "2025
Senior Notes")
XS1813150247 3.375 per cent. GBP350,000,000 Citicorp Trustee Citibank, N.A., Citibank, N.A.,
Fixed Rate Reset Company Limited London Branch London Branch
Callable Senior
Notes due 24 April
2026 (the "2026
Senior
Notes")
XS1346644799 8 per cent. Fixed GBP450,000,000 Citicorp Trustee Citibank, N.A., Citigroup Global
Rate Reset Company Limited London Branch Markets Europe AG
Perpetual
Subordinated
Contingent
Convertible Notes
(the "8%
AT1 Notes")
XS1516312409 Fixed Rate GBP230,000,000 Citicorp Trustee Citibank, N.A., Citibank, N.A.,
Resettable Company Limited London Branch London Branch
Additional Tier 1
Securities (the
"8.750% AT1 Notes"
and, together with
the 8% AT1 Notes,
the "AT1 Notes")
(The 2025 Senior Notes, 2026 Senior Notes, 8% AT1 Notes and
8.750% AT1 Notes, together, the "Notes")
1. NOTICE OF THE MEETINGS IN RESPECT OF THE NOTES
The Notice of the Meetings will be available for viewing at the
following website:
http://www.rns-pdf.londonstockexchange.com/rns/9572O_1-2021-2-12.pdf
2. INDICATIVE TIMETABLE FOR THE CONSENT SOLICITATIONS
Set out below is an indicative timetable showing one possible
outcome for the timing of the Consent Solicitations, which will
depend, among other things, on timely receipt (and non--revocation)
of instructions, the rights of the Issuer (where applicable) to
extend, waive any condition of, amend and/or terminate any Consent
Solicitations (other than the terms of the relevant Extraordinary
Resolution) as described in the Consent Solicitation Memorandum and
the passing of each Extraordinary Resolution at the initial Meeting
for the relevant Series. Accordingly, the actual timetable may
differ significantly from the timetable below.
Date/Time Action
-------------------- ------------------------------------------------------------
12 February 1. Announcement of Consent Solicitations
2021 Notice of the Meetings to be delivered
(At least 21 to the Clearing Systems.
clear days Notice of the Meetings released through
before the the regulatory news service of the London
Meeting) Stock Exchange in respect of the Senior
Notes and the 8.750% AT1 Notes.
Notice of the Meetings released on the
website of the Irish Stock Exchange in
respect of the 8% AT1 Notes.
Notice of the Meetings released on the
website of the Luxembourg Stock Exchange
in respect of the 8.750% AT1 Notes.
Electronic copies of the Consent Solicitation
Memorandum to be available from the Tabulation
Agent and electronic copies of the Holder
Information (as defined in the Notice
of the Meetings) to be available upon
request from the Principal Paying Agent.
From this date, Holders may arrange for
Notes held by Euroclear and/or Clearstream,
Luxembourg in their accounts to be blocked
in such accounts and held to the order
and under the control of the relevant
Registrar or the Principal Paying Agent
(in the case of the 2025 Senior Notes)
in order to obtain a form of proxy (or
a document to that effect) or give valid
Consent Instructions or Ineligible Holder
Instructions to the Tabulation Agent.
Expiration Deadline
By 5.00 p.m. 2. Final time by which Holders have arranged
(London time) for:
(6.00 p.m. (i) obtaining a form of proxy (or a document
CET) on 3 March to that effect) from the relevant Registrar
2021 or the Principal Paying Agent (in the
Not less than case of the 2025 Senior Notes) in order
48 hours before to attend (via teleconference) and vote
the Meeting at the relevant Meeting; or
(other than (ii) receipt by the Tabulation Agent of
with respect valid Consent Instructions or Ineligible
to the 8.75% Holder Instructions in accordance with
AT1 Notes, the procedures of Euroclear and/or Clearstream,
exclusive of Luxembourg.
the day on This will also be the deadline for making
which the Meeting any other arrangements to attend (via
is held) teleconference) or be represented or to
vote at the relevant Meeting.
3. Final time by which Holders have given
notice to the Tabulation Agent (via the
relevant Clearing Systems) of any intended
revocation of, or amendment to, Consent
Instructions or Ineligible Holder Instructions
previously given by them.
From 10.00 4. Holders' Meetings Held
a.m. (London The initial Meeting in respect of:
time) (11.00 (i) 2025 Senior Notes will commence at
a.m. CET) 8 10.00 a.m. (London time) (11.00 a.m. CET);
March 2021
(ii) 2026 Senior Notes will commence at
10.15 a.m. (London time) (11.15 a.m. CET)
or after the completion of the 2025 Senior
Notes Meeting (whichever is later);
(iii) 8% AT1 Notes will commence at 10.30
a.m. (London time) (11.30 a.m. CET) or
after the completion of the 2026 Senior
Notes Meeting (whichever is later); and
(iv) 8.750% AT1 Notes will commence at
10.45 a.m. (London time) (11.45 a.m. CET)
or after the completion of the 8% AT1
Notes Meeting (whichever is later).
If the relevant Extraordinary Resolution is passed at the relevant
Meetings:
Announcement of results of Meetings
As soon as 5. Announcement of (i) the results of the
reasonably Meetings and (ii) if the relevant Extraordinary
practicable Resolution is passed, satisfaction (or
after the Meetings not) of the Eligibility Condition released
through the regulatory news service of
the London Stock Exchange in respect of
the Senior Notes and the 8.750% AT1 Notes,
the website of the Irish Stock Exchange
in respect of the 8% AT1 Notes and the
website of the Luxembourg Stock Exchange
in respect of the 8.750% AT1 Notes.
Delivery of notice of (i) the results
of the Meetings and (ii) if the relevant
Extraordinary Resolution is passed, satisfaction
(or not) of the Eligibility Condition
to the Clearing Systems for communication
to their account holders.
Effective Date 6. If the relevant Extraordinary Resolution
is passed at the relevant initial Meeting
(or at a subsequent adjourned Meeting)
and the Eligibility Condition is satisfied,
the relevant Supplemental Trust Deed will
be executed by the Issuer and the Trustee
and the modifications to the Conditions
of the relevant Series described in the
Consent Solicitation Memorandum will be
implemented with effect from the Effective
Date.
If a quorum is not achieved at a Meeting or the quorum is
achieved and the relevant Extraordinary Resolution is passed but
the Eligibility Condition is not satisfied, such Meeting shall be
adjourned and the adjourned Meeting of Holders for that Series will
be held at a date as will be notified to the Holders in the notice
of the adjourned Meeting.
Any adjourned Meeting will be held in accordance with the terms
of the relevant Trust Deed. If the relevant Extraordinary
Resolution is passed at such adjourned Meeting and the Eligibility
Condition is satisfied in respect of the relevant Series, the
relevant Supplemental Trust Deed will be executed by the Issuer and
the Trustee and the modifications with respect to such Series
described in the Consent Solicitation Memorandum will be
implemented on the Effective Date in each case subject to
termination of the relevant Consent Solicitation as set out in the
Consent Solicitation Memorandum. The results of any Meetings
relating to one Consent Solicitation shall not have an effect on
any other Consent Solicitation. The Effective Date is subject to
change in the case of an adjourned meeting.
Holders are advised to check with any Clearing System, bank,
securities broker or other intermediary through which they hold
Notes when such Clearing System or intermediary would need to
receive instructions from a Holders in order for that Holder to be
able to participate in, or revoke their instruction to participate
in, the relevant Consent Solicitation by the deadlines specified
above. The deadlines set by any such intermediary and each Clearing
System for the submission and revocation of Consent Instructions
may be earlier than the relevant deadlines specified above.
Capitalised terms used but not defined herein shall have the
meanings set out in the Consent Solicitation Memorandum.
DOCUMENTS AVAILABLE FOR INSPECTION
Electronic copies of (i) the Consent Solicitation Memorandum,
(ii) the Notice of the Meetings, (iii) the current drafts of each
Supplemental Trust Deed and (iv) any other ancillary documents
being provided pursuant to the relevant Proposal will be available
for inspection by Holders, upon request from the date of this
Notice from the Principal Paying Agent and the Tabulation Agent
during normal business hours on any week day (public holidays
excepted) up to and including the date of the relevant Meeting,
provided that, in each case a Holder will be required to produce
evidence satisfactory to the Principal Paying Agent or the
Tabulation Agent (as applicable) as to his or her status as a
Holder before being provided with copies of the Holder
Information.
Investor Presentation
The Issuer has also prepared an investor presentation in
connection with the Consent Solicitations. To access the
presentation, please either:
(i) go to https://www.netroadshow.com/nrs/home/#!/?show=a165778e ; or
(ii) visit www.netroadshow.com and enter the deal entry code:
Virginmoney2021 (not case-sensitive).
Holders should contact the following for further
information:
The Solicitation Agent
NatWest Markets Plc (in its capacity as Solicitation Agent), 250
Bishopsgate, London EC2M 4AA, United Kingdom
(Attention: Liability Management, Telephone: +44 20 7678 5222,
Email: liabilitymanagement@natwestmarkets.com )
The Tabulation Agent
Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk,
London WC1H 8HA, United Kingdom
(Attention: Owen Morris, Telephone: +44 20 7704 0880, Email:
virginmoney@lucid-is.com )
The Principal Paying Agent
Citibank, N.A., London Branch, Citigroup Centre, Canada Square,
London E14 5LB, United Kingdom
(Attention: Agency and Trust, Email: ppapayments@citi.com )
The Registrars
For the 2026 Senior Notes and 8.75% AT1 Notes:
Citibank, N.A., London Branch, Citigroup Centre, Canada Square,
London E14 5LB, United Kingdom
(Attention: Agency and Trust, Email: ppapayments@citi.com )
For the 8% AT1 Notes:
Citigroup Global Markets Europe AG, Agency & Trust
Department, Reuterweg 16, 60323 Frankfurt am Main
(Attention: Agency and Trust, Telephone: +49 69 1366 1256)
This Notice is given by
Virgin Money UK PLC
Dated 12 February 2021
Announcement authorised for release by Lorna McMillan, Group
Company Secretary.
DISCLAIMER : This announcement must be read in conjunction with
the Consent Solicitation Memorandum. The Consent Solicitation
Memorandum contains important information which should be read
carefully before any decision is made with respect to any Consent
Solicitation. If any Holder is in any doubt as to the action it
should take or is unsure of the impact of the implementation of the
Consent Solicitations or the relevant Extraordinary Resolution, it
is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. Any individual or company whose
Notes are held on its behalf by a broker, dealer, bank, custodian,
trust company or other nominee or intermediary must contact such
entity if it wishes to participate in the relevant Consent
Solicitation or otherwise vote in respect of the relevant
Extraordinary Resolution. None of the Issuer, the Solicitation
Agent, the Tabulation Agent, the Trustee, the relevant Registrar(s)
or the Principal Paying Agent makes any recommendation whether
Holders should participate in the relevant Consent Solicitation or
otherwise vote in respect of the relevant Extraordinary
Resolution.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to purchase or sell any
security in any jurisdiction. The distribution of this announcement
and the Consent Solicitation Memorandum in certain jurisdictions
may be restricted by law, and persons into whose possession this
announcement or the Consent Solicitation Memorandum comes are
requested 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
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END
MSCFLFEIFDIFLIL
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