Nationwide Ccds Regulatory News (NBS)

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.

2 JULY 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

£400,000,000 4.000 per cent. Fixed Rate Reset Callable Senior Notes due 2027 (XS2049149821)

(the "2027 Senior Notes")

€750,000,000 4.000 per cent. Fixed Rate Reset Callable Senior Notes due 2028 (XS2757511113)

(the "March 2028 Senior Notes")

€500,000,000 4.625 per cent. Fixed Rate Reset Callable Senior Notes due 2028 (XS2585239200)

(the "October 2028 Senior Notes") 

Capitalised terms used in this notice and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum prepared by Virgin Money UK PLC (the "Issuer") dated 3 June 2025.

2027 Senior Notes, March 2028 Senior Notes and October 2028 Senior Notes

Further to the notices dated 25 June 2025, notice is hereby given to the holders of the 2027 Senior Notes, March 2028 Senior Notes and the October 2028 Senior Notes that, on 2 July 2025, the New SNP Notes in respect of the 2027 Senior Notes, March 2028 Senior Notes and the October 2028 Senior Notes were issued by Nationwide Building Society ("Nationwide") (such date being the Implementation Date).

A copy of each of the Trust Deed, Agency Agreement and Final Terms in respect of the relevant New SNP Notes is available at: https://www.nationwide.co.uk/investor-relations/emtn-terms-of-access/emtn-programme/.

In respect of the 2027 Senior Notes, a copy of the Final Terms in respect of the issuance by Nationwide of £400,000,000 4.00 per cent. Fixed Rate Reset Senior Non-Preferred Notes due 2027 are also available at:

http://www.rns-pdf.londonstockexchange.com/rns/4874P_1-2025-7-2.pdf

In respect of the March 2028 Senior Notes, a copy of the Final Terms in respect of the issuance by Nationwide of €750,000,000 4.000 per cent. Fixed Rate Reset Senior Non-Preferred Notes due 2028 are also available at:

http://www.rns-pdf.londonstockexchange.com/rns/4874P_2-2025-7-2.pdf

In respect of the October 2028 Senior Notes, a copy of the Final Terms in respect of the issuance by Nationwide of €500,000,000 4.625 per cent. Fixed Rate Reset Senior Non-Preferred Notes due 2028 are also available at:

http://www.rns-pdf.londonstockexchange.com/rns/4874P_3-2025-7-2.pdf

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

Tabulation Agent

Forward looking statements

The information in this document 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 document 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 document 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 document.

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 document 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 document.

The information, statements and opinions contained in this document 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 document 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 document in any jurisdiction. The information, statements and opinions contained in this document and the materials used in and/ or discussed at, any presentation are subject to change. 

Certain figures contained in this document, 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 document 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, the Registrar 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, the Principal Paying Agent and the Registrar to inform themselves about, and to observe, any such restrictions.