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 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.

11 June 2025 

Virgin Money UK PLC

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

Legal Entity Identifier (LEI): 213800ZK9VGCYYR6O495

ANNOUNCES RESULTS OF TENDER OFFERS TO PURCHASE NOTES FOR CASH

Virgin Money UK PLC (the "Issuer") announces today the results of its invitation to holders of its outstanding £350,000,000 8.250 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (ISIN: XS2486863595) (the "8.250 per cent. Notes") and £350,000,000 11.000 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (ISIN: XS2718145779) (the "11.000 per cent. Notes", and together with the 8.250 per cent. Notes, the "Notes"), to tender such Notes for purchase by the Issuer for cash up to the Maximum Acceptance Amount, subject to the terms and conditions described in the tender offer memorandum prepared by the Issuer dated 3 June 2025 (the "Tender Offer Memorandum") (each such invitation an "Offer" and, together, the "Offers"). Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum. This announcement must be read in conjunction with the Tender Offer Memorandum.

As announced by the Issuer on 4 June 2025, the Maximum Acceptance Amount is £700,000,000, and, as the Maximum Acceptance Amount is equal to the aggregate principal amount of the Notes, the Issuer will accept for purchase any validly tendered Notes up to the Maximum Acceptance Amount without such Notes being scaled by a Scaling Factor.

The Expiration Deadline for each Offer was 4.00 p.m. (London time) on 10 June 2025. Following the Expiration Deadline, the Issuer hereby announces that the New Financing Condition has been satisfied and, therefore, it will accept all valid tenders of Notes for purchase pursuant to the Offers. Accordingly, the aggregate principal amount of the Notes validly tendered and accepted for purchase pursuant to the Offers is £519,778,000 (representing 74.25 per cent. of the principal amount of the Notes outstanding), comprising £339,925,000 in respect of the 8.250 per cent. Notes (representing 97.12 per cent. of the principal amount of the 8.250 per cent. Notes outstanding) and £179,853,000 in respect of the 11.000 per cent. Notes (representing 51.39 per cent. of the principal amount of the 11.000 per cent. Notes outstanding).

Settlement of the Offers and payment of the Purchase Price and Accrued Interest Payment in respect of the Notes accepted for purchase is expected to take place on 17 June 2025. Notes that are not tendered and accepted for purchase pursuant to the Offers will remain outstanding.

Kroll Issuer Services Limited The News Building

3 London Bridge Street

London

SE1 9SG

United Kingdom

Telephone: +44 (0) 20 7704 0880

Attention: Owen Morris / Scott Boswell

Email: virginmoney@is.kroll.com

Website: https://deals.is.kroll.com/virginmoney-tender

DISCLAIMER

The offer period for the Offers has now expired. No further tenders of any Notes may be made pursuant to the Offers. This announcement must be read in conjunction with the Tender Offer Memorandum. No offer to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully. None of the Issuer, the Dealer Managers or the Tender Agent or their respective directors, employees or affiliates will have any liability or responsibility in respect of any decision of a Noteholder as to whether to participate in the Offers. 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 the Offers may be directed to the Dealer Managers, the contact details for which are above.