Consent Solicitation - Results (XS2585239200)

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 (THE "SECURITIES ACT")) ("U.S. PERSON") OR IN OR INTO OR TO ANY PERSONS LOCATED OR RESIDENT IN 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) (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

25 June 2025

Virgin Money UK PLC

 (incorporated with limited liability in England and Wales with registered number 09595911)

 Legal Entity Identifier (LEI): 213800ZK9VGCYYR6O495

ANNOUNCEMENT

To the Holders of its Outstanding

€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.

Further Information

Further details about the transaction can be obtained from:

The Solicitation Agents

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 announcement with any Noteholder who is unable to confirm it is not located or resident in the United States.

Tabulation Agent

This announcement may contain inside information as defined in Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR") and is disclosed in accordance with the Issuer's obligations under Article 17 of MAR. Upon the publication of this document via Regulatory Information Service, this inside information is now considered to be in the public domain.

Forward looking statements

The information in this announcement 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 and certain geopolitical developments.

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 Issuer, Nationwide or 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 announcement 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 Issuer, Nationwide or 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 announcement 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 announcement.

No representation or warranty is made that any forward looking statement will come to pass. None of the Issuer, Nationwide and 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 announcement 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 announcement.

The information, statements and opinions contained in this announcement 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 announcement in certain jurisdictions may be restricted by law. Recipients are required by the Issuer, Nationwide and 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 announcement in any jurisdiction. The information, statements and opinions contained in this announcement and the materials used in and/ or discussed at, any presentation are subject to change. 

Certain figures contained in this announcement, 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 announcement may not conform exactly to the total figure given.

None of the Issuer, Nationwide, the Group, the Solicitation Agents, the Trustee, the Tabulation Agent, the Principal Paying Agent 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, Nationwide Building Society, the Group, the Solicitation Agents, the Trustee, the Tabulation Agent and the Principal Paying Agent to inform themselves about, and to observe, any such restrictions.

UK MiFIR professionals / ECPs only / No EEA or UK PRIIPs KID - Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA or UK PRIIPs key information document ("KID") has been prepared.