TIDMVMUK

RNS Number : 9582O

Virgin Money UK PLC

15 June 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

15 June 2022

Virgin Money UK PLC

(incorporated with limited liability in England and Wales with Registered Number 09595911)

(formerly CYBG PLC)

Legal Entity Identifier (LEI): 213800ZK9VGCYYR6O495

ANNOUNCES RESULTS OF TENDER OFFER TO PURCHASE NOTES FOR CASH

Virgin Money UK PLC (the "Issuer") announces today the results of its invitation to holders of its outstanding GBP450,000,000 8 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (ISIN: XS1346644799) (the "Notes"), to tender such Notes for purchase by the Issuer for cash up to the Maximum Acceptance Amount (the "Offer"), subject to the terms and conditions described in a tender offer memorandum prepared by the Issuer dated 7 June 2022 (the "Tender Offer Memorandum"). 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.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 14 June 2022, and GBP377,377,000 in aggregate nominal amount of the Notes has been validly tendered pursuant to the Offer.

Following the Expiration Deadline, the Issuer hereby announces that it has decided to accept (subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) all valid tenders of Notes for purchase pursuant to the Offer. Accordingly the aggregate principal amount of the Notes accepted (subject to satisfaction or waiver of the New Financing Condition) for purchase pursuant to the Offer is GBP377,377,000 (representing 83.86% of the principal amount of Notes outstanding).

Settlement of the Offer 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 2022. Notes that are not tendered and accepted for purchase pursuant to the Offer will remain outstanding.

Dealer Managers

 
              Barclays Bank PLC                           Citigroup Global Markets Limited 
             5 The North Colonnade                                 Citigroup Centre 
                 Canary Wharf                                       Canada Square 
                London E14 4BB                                       Canary Wharf 
                United Kingdom                                      London E14 5LB 
                                                                    United Kingdom 
          Telephone: +44 20 3134 8515 
     Attention: Liability Management Group                   Telephone: +44 20 7986 8969 
           Email: eu.lm@barclays.com                    Attention: Liability Management Group 
                                                      Email: liabilitymanagement.europe@citi.com 
 
         Goldman Sachs International                   Morgan Stanley & Co. International plc 
                Plumtree Court                                     25 Cabot Square 
                 25 Shoe Lane                                        Canary Wharf 
                London EC4A 4AU                                     London E14 4QA 
                United Kingdom                                      United Kingdom 
 
          Telephone: +44 20 7774 4836                        Telephone: +44 20 7677 5040 
     Attention: Liability Management Desk        Attention: Liability Management Team, Global Capital 
 Email: Liabilitymanagement.eu@ny.email.gs.com                         Markets 
                                                  Email: liabilitymanagementeurope@morganstanley.com 
 
 

Tender Agent

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London

SE1 9SG

United Kingdom

Telephone: +44 20 7704 0880

Attention: Owen Morris

Email: virginmoney@is.kroll.com

Website: https://deals.is.kroll.com/virginmoney

DISCLAIMER

The offer period for the Offer has now expired. No further tenders of any Notes may be made pursuant to the Offer. This announcement must be read in conjunction with the Tender Offer Memorandum. No offer to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial, legal and any other advice, including in respect of any tax financial, accounting, regulatory and tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. None of the Issuer, the Dealer Managers or the Tender Agent or their respective directors, employees or affiliates will have any liability or responsibility in respect of any decision of a Noteholder as to whether to participate in the Offer.

Announcement authorised for release by Lorna McMillan, Group Company Secretary.

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END

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(END) Dow Jones Newswires

June 15, 2022 04:44 ET (08:44 GMT)

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