18th May 2018 18:10
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
This disclosure contains the same information in respect of Virgin Money Holdings (UK) plc holdings as the OPD filed at 14:30 but the information in respect of CYBG plc holdings has now been removed and included in a separate OPD.
1. KEY INFORMATION
(a) Full name of discloser: | Virgin Money Holdings (UK) plc |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | n/a |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Virgin Money Holdings (UK) plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 17 May 2018 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | N/A |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary shares of 0.01 pence in Virgin Money Holdings (UK) plc | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | ||
(2) Cash-settled derivatives:
| Nil | Nil | ||
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | Nil | Nil | ||
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | N/A |
Details, including nature of the rights concerned and relevant percentages: | N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | ||
a) Interests of associated companies of Virgin Money Holdings (UK) plc in the ordinary shares of 0.01 pence each
| ||
Associated company name | No. of ordinary shares held | % of total issued share capital of Virgin Money Holdings (UK) plc |
Virgin Group Holdings Limited | 155,120,454 | 34.824 |
b) Interests of the directors of Virgin Money Holdings (UK) plc in the ordinary shares of 0.01 pence each
| ||
Director | No. of ordinary shares held | % of total issued share capital of Virgin Money Holdings (UK) plc |
Jayne-Anne Gadhia | 2,253,876 | 0.506 |
Peter Bole | 111,093 | 0.025 |
Colin Keogh | 157,260 | 0.035 |
Norman McLuskie | 90,080 | 0.020 |
c) Interests of the directors of Virgin Money Holdings (UK) plc in awards of ordinary shares of 0.01 pence each under the Deferred Bonus Share Plan (DBSP) and Long Term Incentive Plan (LTIP)
| ||||
Director | Scheme | No. of ordinary shares held | Vesting Date(s) | % of total issued share capital of Virgin Money Holdings (UK) plc |
Jayne-Anne Gadhia | DBSP: | |||
2014 | 110,785 | 26 March 2019 | 0.025 | |
2015 | 17,655 | 15 March 2019 | 0.004 | |
2016 | 110,058 | Between March 2020 and March 2024 | 0.025 | |
2017 | 79,163 | Between March 2021 and March 2025 | 0.018 | |
Jayne-Anne Gadhia | LTIP: | |||
2015 | 121,404 | Between March 2019 and March 2020 | 0.027 | |
2016 | 284,768 | Between March 2020 and March 2024 | 0.064 | |
2017 | 340,568 | Between March 2021 and March 2025 | 0.076 | |
2018 | 425,690 | Between March 2022 and March 2026 | 0.096 | |
Peter Bole | DBSP: | |||
Buy-Out | 202,079 | Between May 2018 and December 2019 | 0.045 | |
2016 | 7,704 | Between March 2020 and March 2024 | 0.002 | |
2017 | 41,076 | Between March 2021 and March 2025 | 0.009 | |
Peter Bole | LTIP: | |||
Buy-Out | 153,793 | 15 July 2018 | 0.035 | |
2016 | 32,520 | Between March 2020 and March 2024 | 0.007 | |
2017 | 183,430 | Between March 2021 and March 2025 | 0.041 | |
2018 | 261,389 | Between March 2022 and March 2026 | 0.059 | |
d) Interests of close relatives of the directors of Virgin Money Holdings (UK) plc in the ordinary shares of 0.01 pence each
| ||
Director | No. of ordinary shares held | % of total issued share capital of Virgin Money Holdings (UK) plc |
William Keogh | 1,580 | |
e) Interests of connected advisors of Virgin Money Holdings (UK) plc
(i) Wealth Nominees Limited*
Class of relevant security:
| Ordinary shares of 0.01 pence in Virgin Money Holdings (UK) plc | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 1,950,734 | 0.438 | 0 | 0.000 |
(2) Cash-settled derivatives: | 0 | 0.000 | 0 | 0.000 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.000 | 0 | 0.000 |
TOTAL: | 1,950,734 | 0.438 | 0 | 0.000 |
*Employee Benefit Trust for Virgin Money Holdings (UK) plc
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 18 May 2018 |
| Contact name: | Katie Marshall - Company Secretary Adam Key - Investor Relations |
| Telephone number: | 0191 279 6482 / 0207 111 1311 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
Virgin Money Holdings