Proposed Placing of Shares in Virgin Money Hldgs

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA. THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

Proposed Placing of Shares in Virgin Money Holdings (UK) plc

London, 16 November 2016 - Funds managed by WL Ross & Co. LLC ("WL Ross") announce their intention to sell up to 27 million ordinary shares (the "Placing Shares") in Virgin Money Holdings (UK) plc ("Virgin Money" or the "Company"). The Placing Shares represent approximately 6.1% of the Company's issued share capital.

The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement. BofA Merrill Lynch and Goldman Sachs International are acting as joint bookrunners in connection with the Placing (the "Bookrunners").

The final number of Placing Shares to be placed and the placing price will be agreed by the Bookrunners and WL Ross at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of the Bookrunners. Any of the Company's ordinary shares held by WL Ross which are not sold in the Placing will be subject to a 90-day lock-up which will be subject to customary exceptions and may otherwise only be waived with the consent of the Bookrunners.

Enquiries

BofA Merrill Lynch +44.0.20.7628.1000

Arif Vohra

James Fleming

Goldman Sachs International +44 20 7774 1000

James A. Kelly

William Smiley

Disclaimer / Forward looking statements

Important notice

This announcement has been prepared by and is the responsibility of WL Ross. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its completeness, accuracy or fairness.

Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, South Africa or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South Africa or Japanese securities laws. The Placing and the distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any such restrictions. This announcement is not an offer of securities for sale, or a solicitation of an offer to purchase securities in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. NO ACTION HAS BEEN TAKEN BY WL ROSS, THE BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT THE PLACING OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR SUCH PURPOSE IS REQUIRED.

The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada, South Africa or Japan.

In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") other than the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Placing Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. This announcement does not constitute a recommendation concerning the Placing. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Acquiring Placing Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Potential investors should consult a professional advisor as to the suitability of the Placing for the entity or person concerned. THIS ANNOUNCEMENT DOES NOT REPRESENT THE ANNOUNCEMENT OF A DEFINITIVE AGREEMENT TO PROCEED WITH THE PLACING AND, ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT THE PLACING WILL PROCEED. WL ROSS RESERVE THE RIGHT NOT TO PROCEED WITH THE PLACING OR TO VARY THE TERMS OF THE OFFERING IN ANY WAY. ANY INVESTMENT DECISION TO BUY ANY OF THE PLACING SHARES MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION. SUCH INFORMATION IS NOT THE RESPONSIBILITY OF, AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY ANY OF, WL ROSS, THE BOOKRUNNERs, OR THEIR RESPECTIVE AFFILIATES.

The Bookrunners are authorised and regulated by the Financial Conduct Authority and authorised by the Prudential Regulatory Authority (the "PRA") in the United Kingdom. The Bookrunners are acting exclusively for WL Ross and no-one else in connection with the Placing. They will not regard any other person as their respective clients in relation to the Placing and will not be responsible to anyone other than WL Ross for providing the protections afforded to their respective clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Placing, the Bookrunners and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Placing Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Placing Shares and other securities of Virgin Money or related investments in connection with the Placing or otherwise. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. The Bookrunners and their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Apart from the responsibilities and liabilities, if any, which may be imposed on the BOOKRUNNERs by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the BookrunnerS or any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this announcement or for any other statement made or purported to be made by it, or on its behalf, in connection with WL Ross, the Company, the Placing Shares or the Placing and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future. EACH OF the BookrunnerS and their respective affiliates accordingly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

This ANNOUNCEMENT includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts, include statements regarding the intentions, beliefs or current expectations. No assurances can be given that the forward-looking statements in this ANNOUNCEMENT will be realiSed. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual events or otherwise.