Tender Offer - Launch Announcement

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 PERSON 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 ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

3 June 2025

ANNOUNCEMENT OF TENDER OFFERS TO PURCHASE NOTES FOR CASH

Virgin Money UK PLC

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

(the "Issuer")

Legal Entity Identifier (LEI): 213800ZK9VGCYYR6O495

The Issuer has today launched an invitation to holders of its outstanding £350,000,000 8.250 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes and £350,000,000 11.000 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (each a "Series" and together, the "Notes") to tender such Notes for purchase by the Issuer for cash up to the Maximum Acceptance Amount subject to satisfaction or waiver of the New Financing Condition and the other conditions described in the tender offer memorandum dated 3 June 2025 (the "Tender Offer Memorandum") (each such invitation an "Offer" and, together, the "Offers"). Capitalised terms used in this announcement and not otherwise defined shall have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offers

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(1) The Issuer is entitled to, subject to obtaining regulatory consent and to satisfaction of certain conditions, redeem all (and not some only) of the Notes of a Series at par on the relevant First Reset Date or any Reset Date thereafter. The Issuer will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the relevant Offer.

(2) On the relevant First Reset Date, the interest rate will reset and the Notes of such Series will bear interest at a rate which is the aggregate of the relevant Margin and the applicable Reset Reference Rate determined in accordance with the terms and conditions of the Notes of such Series.

(3) The Issuer reserves the right in its sole and absolute discretion, to modify or waive the Maximum Acceptance Amount for any reason, as described in "Further Information and Terms and Conditions - Maximum Acceptance Amount and Scaling of Tenders" in the Tender Offer Memorandum. The Issuer will determine the allocation of the principal amount of Notes accepted for purchase pursuant to the Offers between the Notes of each Series in its sole and absolute discretion and reserves the right to accept significantly more or significantly less than (or none of) the Notes of one such Series as compared to the other Series.

EACH OF THE OFFERS COMMENCES ON THE DATE HEREOF AND WILL EXPIRE AT 4:00 P.M. (LONDON TIME) ON 10 JUNE 2025, UNLESS EXTENDED, RE-OPENED, AMENDED, WITHDRAWN AND/OR TERMINATED (THE "EXPIRATION DEADLINE") AS PROVIDED IN THE TENDER OFFER MEMORANDUM. TENDER INSTRUCTIONS, ONCE SUBMITTED, MAY NOT BE REVOKED EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TENDER OFFER MEMORANDUM. NOTEHOLDERS ARE ADVISED TO CHECK WITH ANY BANK, SECURITIES BROKER OR OTHER INTERMEDIARY THROUGH WHICH THEY HOLD NOTES WHEN SUCH INTERMEDIARY WOULD NEED TO RECEIVE INSTRUCTIONS FROM A NOTEHOLDER IN ORDER FOR THAT NOTEHOLDER TO BE ABLE TO PARTICIPATE IN, OR (IN THE LIMITED CIRCUMSTANCES IN WHICH REVOCATION IS PERMITTED) REVOKE THEIR INSTRUCTION TO PARTICIPATE IN, THE OFFERS BY THE DEADLINES SPECIFIED IN THE TENDER OFFER MEMORANDUM. THE DEADLINES SET BY ANY SUCH INTERMEDIARY AND EACH CLEARING SYSTEM FOR THE SUBMISSION AND REVOCATION OF TENDER INSTRUCTIONS WILL BE EARLIER THAN THE RELEVANT DEADLINES SPECIFIED IN THE TENDER OFFER MEMORANDUM.

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. 

Rationale for the Offer

The purpose of the Offers is to provide liquidity for investors in the Notes concurrently with the opportunity to participate in Nationwide's proposed issuance of New Securities (as further defined below). The Offers in conjunction with an issue of New Securities are being made as part of the Group's active management of its capital base.

Following Nationwide's acquisition of Virgin Money (the "Acquisition"), Nationwide and Virgin Money intend to simplify and align their capital structures over time as part of broader integration planning. These Offers are being made as part of this process.

Any Notes purchased by the Issuer pursuant to the Offers are expected to be cancelled and will not be re-issued or re-sold.

Any Notes that remain outstanding following completion of the Offers will continue to count towards the Group's consolidated minimum requirement for own funds and eligible liabilities ("MREL") and capital requirements, in the manner announced previously following the Acquisition.

If any Notes remain outstanding following completion of the Offers, the Issuer intends to consider exercising its optional redemption rights in the future on an economic basis, considering current and future regulatory capital treatment and MREL value, relative funding cost, rating agency treatment, regulatory developments and having regard to the prevailing circumstances at the relevant time.

Maximum Acceptance Amount

The Issuer proposes to accept for purchase any validly tendered Notes up to a maximum aggregate principal amount expected to be equal to the aggregate principal amount of the New Securities on the terms and subject to satisfaction or waiver of the New Financing Condition and the other conditions contained in the Tender Offer Memorandum. The Issuer will determine the allocation of the principal amount of Notes accepted for purchase pursuant to the Offers between the Notes of each Series in its sole and absolute discretion and reserves the right to accept significantly more or significantly less than (or none of) the Notes of one such Series as compared to the other Series. The Issuer is expected to announce the Maximum Acceptance Amount as soon as practicable following the pricing of the New Securities. The Issuer reserves the right, in its sole and absolute discretion, to modify or waive the Maximum Acceptance Amount for any reason, as described in the Tender Offer Memorandum, subject to applicable law.

Purchase Price

Subject to the applicable Minimum Denomination in respect of the relevant Series of Notes, the Issuer will pay, for Notes accepted for purchase pursuant to the relevant Offer (and subject to satisfaction or waiver of the New Financing Condition in respect thereof), a cash purchase price equal to: (i) in respect of the 8.250 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes, 105.000 per cent. of the aggregate principal amount of such Notes; and (ii) in respect of the 11.000 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes, 114.500 per cent. of the aggregate principal amount of such Notes (in respect of each Series, the "Purchase Price").

Accrued Interest

The Issuer will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the relevant Offer.

New Financing Condition

Nationwide will announce on the date hereof its intention to issue new benchmark Sterling denominated fixed rate reset perpetual contingent convertible additional tier 1 capital securities (the "New Securities") subject to market conditions. Whether the Issuer will accept for purchase any Notes validly tendered in an Offer and complete such Offer is subject, without limitation, to the successful completion (in the sole determination of the Issuer, in consultation with Nationwide) of the issue of the New Securities (the "New Financing Condition"). The Issuer reserves the right at any time to waive any or all of the conditions of the Offers (including the New Financing Condition) as set out in the Tender Offer Memorandum.

The Issuer is not under any obligation to accept for purchase any Notes tendered pursuant to either Offer. The acceptance for purchase by the Issuer of Notes tendered pursuant to either Offer is at the sole discretion of the Issuer and tenders may be rejected by the Issuer for any reason.

Any investment decision to purchase any New Securities should be made solely on the basis of the information contained in the offering circular relating to the New Securities (the "Offering Circular"), and no reliance is to be placed on any representations other than those contained in the Offering Circular. Subject to compliance with all applicable securities laws and regulations, a preliminary offering circular relating to the New Securities dated on or around 3 June 2025 is expected to be available from the Dealer Managers, in their capacity as joint lead managers of the issue of the New Securities, on request.

The New Securities are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Securities in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the "Securities Act"). The New Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons.

MiFID II product governance - The target market for the New Securities is eligible counterparties and professional clients only (all distribution channels), each as defined in Directive 2014/65/EU (as amended, "MiFID II").

UK MiFIR product governance - The target market for the New Securities is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients only (all distribution channels), as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("UK MiFIR").

FCA CoCo Restriction - The New Securities are not intended to be offered, sold or otherwise made available, and should not be offered, sold or otherwise made available, to retail clients (as defined in COBS 3.4) in the United Kingdom. 

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The New Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Securities or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the New Securities or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The New Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the New Securities or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the New Securities or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

The New Securities will be deferred shares in Nationwide for the purposes of section 119 of the Building Societies Act 1986 and will not be protected deposits for the purposes of the Financial Services Compensation Scheme established under the FSMA.

The New Securities have and shall only be offered in conformity with the provisions of the Offering Circular and the selling restrictions and, if applicable, the exemption wording, contained therein.

No action has been or will be taken in any jurisdiction in relation to the New Securities to permit a public offering of the New Securities.

Allocation of the New Securities

When considering the allocation of the New Securities, Nationwide may give preference to those Noteholders who, prior to such allocation, have informed the Issuer or any Dealer Manager that they have validly tendered or have given a firm intention to the Issuer or any Dealer Manager that they intend to tender their Notes pursuant to the Offers. Therefore, a Noteholder who wishes to subscribe for New Securities in addition to tendering its Notes for purchase pursuant to the Offers may be eligible to receive, at the sole and absolute discretion of Nationwide, priority in the allocation of the New Securities, subject to the issue of such New Securities and such Noteholder making a separate application for the purchase of such New Securities to a Dealer Manager (in its capacity as a joint lead manager of the issue of the New Securities) in accordance with the standard new issue procedures of such joint lead manager. However, Nationwide is not obliged to allocate any such New Securities to a Noteholder who has validly tendered or indicated a firm intention to tender the Notes pursuant to the Offers and, if New Securities are allocated, the principal amount thereof may be less or more than the principal amount of Notes tendered by such holder and accepted by the Issuer pursuant to the Offers. Any such allocation will also, among other factors, take into account the minimum denomination of the New Securities (being £200,000). Holders should note that the pricing and allocation of the New Securities are expected to take place prior to the Expiration Deadline and therefore should provide, as soon as practicable, to any Dealer Manager any indications of a firm intention to tender Notes for purchase pursuant to the Offers and the quantum of Notes that it intends to tender.

Scaling of the Offers and Maximum Acceptance Amount

If the Issuer decides to accept any validly tendered Notes for purchase pursuant to the Offers, and the aggregate principal amount of Notes validly tendered for purchase is greater than the Maximum Acceptance Amount, then, subject to the New Financing Condition being satisfied or waived, the Issuer intends to apply a Scaling Factor to each Series such that the aggregate principal amount of Notes accepted for purchase pursuant to the Offers is no greater than the Maximum Acceptance Amount. The Issuer will determine the application of the Scaling Factor to each Series and the allocation of the principal amount of Notes accepted for purchase pursuant to the Offers between the Notes of each Series in its sole and absolute discretion and reserves the right to accept significantly more or significantly less than (or none of) the Notes of one such Series as compared to the other Series.

Tender Instructions

In order to participate in and be eligible to receive the relevant Purchase Price and the Accrued Interest Payment pursuant to either Offer, Noteholders must validly tender their Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline.

Tender Instructions must be submitted in respect of a minimum principal amount of Notes of no less than £200,000, being the minimum denomination of the Notes, and may be submitted in integral multiples of £1,000 thereafter.

Whilst the Issuer intends to adjust the Scaling Factor applicable to any particular Tender Instruction such that the relevant Noteholder's residual amount of Notes not accepted under the relevant Tender Instruction amounts to either (i) at least the Minimum Denomination or (ii) zero, it shall not be obliged to do so. As such a Noteholder could, following purchase of the relevant Notes on the Settlement Date, be left with a holding of Notes amounting to less than the Minimum Denomination.

Announcement of Results

The Issuer will announce its decision of whether to accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tenders of Notes pursuant to the Offers and, if so accepted (i) the aggregate principal amount of each Series of Notes accepted for purchase and (ii) the relevant Scaling Factor (as defined in the Tender Offer Memorandum) (if any) applicable to each Series as soon as reasonably practicable on the Business Day immediately following the Expiration Deadline.

General

The Offers will expire at the Expiration Deadline and the expected Settlement Date for the Offers is 17 June 2025.

The Issuer may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate either or both of the Offers at any time, including, without limitation, modifying, or waiving the Maximum Acceptance Amount, (subject to applicable law and as provided in the Tender Offer Memorandum). Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.

The Issuer is under no obligation to accept any tender of Notes for purchase pursuant to the Offers. Tenders of Notes for purchase may be rejected in the sole discretion of the Issuer for any reason and the Issuer is under no obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase. For example, tenders of Notes may be rejected if the relevant Offer is terminated, if any such tender does not in the determination of the Issuer comply with the requirements of a particular jurisdiction or if the Issuer decides not to accept any tenders of Notes or for any other reasons. No assurances can therefore be given that any tenders will be accepted.

Further Information

For further information on the Offers and the further terms and conditions on which the Offers are made, Noteholders should refer to the Tender Offer Memorandum. Before making a decision with respect to the Offers, Noteholders should carefully consider all of the information in the Tender Offer Memorandum.

DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The Dealer Managers do not take responsibility for the contents of this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come into are required by each of the Issuer, the Group, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

Questions and requests for assistance in connection with: (i) the Offers may be directed to the Dealer Managers; and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are on the last page of this announcement.

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 announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

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

EXPECTED TIMETABLE OF EVENTS

The times and dates below are indicative only.

Noteholders are advised to check with any bank, securities broker or other Intermediary through which they hold Notes when such Intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines specified in this announcement. The deadlines set by any such Intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

Unless stated otherwise, announcements in connection with the Offers will be made by the Issuer by: (i) publication through RNS; and/or (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are on the last page of this announcement. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers. In addition, Noteholders may contact the Dealer Managers for information using the contact details on the last page of this announcement.

Offer and Distribution Restrictions

United States

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the Tender Offer Memorandum or this announcement and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Notes cannot be tendered in the Offers by any such use, means, instrumentality or facility from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is not an offer of securities for sale in the United States or to U.S. Persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons.

Each Noteholder participating in an Offer will represent that it is not a U.S. Person located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and who is not a U.S. Person. For the purposes of this and the above two paragraphs, "United States" means 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.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

The Offers are being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation").

Noteholders, or beneficial owners of the Notes, can tender some or all of their Notes pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.

United Kingdom

The communication of this announcement by the Issuer, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to: (1) those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or (2) persons who are within Article 43(2) of the Financial Promotion Order or (3) any other person to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

This announcement, the Tender Offer Memorandum and any other offering material relating to the Offers may not be distributed in the Republic of France except to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended.

General

None of this announcement, the Tender Offer Memorandum or the electronic transmission thereof, constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

Nothing in this announcement, the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Securities in the United States or any other jurisdiction.

In addition to the representations referred to above in respect of the United States, each Noteholder participating in an Offer by submitting valid Tender Instruction will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offers from a Noteholder that is unable to make these representations will not be accepted. Each of the Issuer, Nationwide, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender shall not be accepted.