Virgin Money UK PLC - Tender Offer - Launch

VIRGIN MONEY UK PLC ANNOUNCES TENDER OFFER TO PURCHASE NOTES FOR CASH - XS1959441640

28 NOVEMBER 2023

Full announcements, including disclaimers and restrictions available via Euronext

"Virgin Money UK PLC (the "Issuer") has today launched an invitation to holders of its outstanding £250,000,000 9.25 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (ISIN: XS1959441640) (the "Notes"), to tender any and all such Notes for purchase by the Issuer for cash (the "Offer"), subject to satisfaction or waiver of the New Financing Condition (as defined herein) and subject to the terms and conditions described in a tender offer memorandum prepared by the Issuer dated 28 November 2023 (the "Tender Offer Memorandum").

The Offer is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are (subject to offer and distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum. Details of the Notes and the Offer are set out in the table below.

THE OFFER"

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"Rationale for the Offer

The purpose of the Offer is to provide liquidity for investors in the Notes concurrent with the opportunity to redeploy funding into the Issuer's proposed New Notes (as defined below). The Offer in conjunction with an issue of New Notes is being made as part of the Issuer's active management of its capital base. The Issuer intends to consider future optional redemption rights in respect of the Notes that are not tendered and accepted pursuant to the Offer on an economic basis, considering current and future regulatory capital treatment and minimum requirement for own funds and eligible liabilities (MREL) value, relative funding cost, rating agency treatment, regulatory developments and having regard to the prevailing circumstances at the relevant time.

Notes purchased by the Issuer pursuant to the Offer are expected to be cancelled and will not be reissued or re-sold."

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