Announcement • Oct 02
Nationwide Building Society (LSE:NBS) completed the acquisition of Virgin Money UK PLC (LSE:VMUK) from Virgin Group Holdings Limited and others.
Nationwide Building Society (LSE:NBS) entered into preliminary agreement to acquire Virgin Money UK PLC (LSE:VMUK) from Virgin Group Holdings Limited and others for £2.9 billion on March 7, 2024. As per the transaction, Nationwide Building Society will pay £2.2 per share. The transaction is subject to the satisfactory completion of customary due diligence in respect of the Virgin Money group. On March 21, 2024, Nationwide and Virgin Money entered into the Co-operation Agreement in relation to the Acquisition. Virgin Money Directors intend to recommend unanimously that Virgin Money Shareholders vote in favour of the Scheme and the Acquisition Resolution(s) as the Virgin Money Directors who are interested in Virgin Money Shares have irrevocably undertaken to do in respect of their entire beneficial holdings of 1,945,304 Virgin Money Shares representing, in aggregate, approximately 0.2 per cent. of Virgin Money’s total issued share capital. Sara Weller, the Virgin Money Director who is appointed to the Virgin Money Board as a representative of Virgin Enterprises, has not been involved in Virgin Money Board discussions relating to aspects of the Acquisition specifically concerning the TMLA. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The Acquisition will be subject to the Conditions and terms set out in Appendix 1 to this announcement, including, amongst other things, approvals by the requisite majorities of Virgin Money Shareholders of the Scheme and the Resolutions at the Court Meeting and General Meeting respectively, the receipt of regulatory approvals from the PRA, the FCA and the CMA, and to the full terms and conditions of the Acquisition which will be set out in the Scheme Document. The Acquisition will not be subject to any condition relating to the passing of a resolution by Nationwide’s members. Virgin Money would have been entitled to exercise under the terms of the existing TMLA within 60 days of Completion, the TMLA will terminate automatically on the fourth anniversary of Completion, following which the Virgin Money business will have a two-year period to re-brand. The Acquisition is expected to become Effective during Q4 2024. Virgin Money Directors consider the terms of the Acquisition to be fair and reasonable and unanimously recommend that you vote in favour of the Scheme. Notices of the Court Meeting and the General Meeting, both of which will be held on May 22, 2024. Virgin Money needs three-quarters of voting shareholders to approve the Nationwide offer, meaning disillusioned investors like Australian group Allan Gray could block it. As of May 22, 2024, Virgin Money announced that, at the Court Meeting and General Meeting held: (i) the requisite majority of Scheme Shareholders voted to approve the Scheme at the Court Meeting; and (ii) the requisite majority of Virgin Money Shareholders voted to pass the Resolutions at the General Meeting. The transaction is expected to complete before the end of the year, subject to the outstanding conditions being satisfied. The long stop date is dated on January 31, 2025. As on May 31, 2024, The Competition and Markets Authority hereby gives notice that the merger notice provided by Nationwide Building and Virgin Money in relation to Nationwide’s anticipated acquisition of Virgin Money (the Transaction) meets the requirements and the initial period defined in relation to the Transaction will therefore commence on the first working day after the date of this notice, ie on June 3, 2024. The deadline for the CMA to announce its decision whether to refer the Merger for a phase 2 investigation is therefore July 26, 2024. As on July 18, 2024, It is expecting to get a decision from the Competition and Markets Authority and the Prudential Regulation Authority in September, paving the way for the takeover to complete in the autumn should it get the green light. As on July 19, 2024, The boards of Virgin Money and Nationwide welcome today's announcement by the UK's Competition and Markets Authority (CMA) that it has unconditionally cleared the Acquisition following its Phase 1 investigation. Accordingly, Condition 4(B) set out in Part A of Part 3 of the Scheme Document has been satisfied. The Acquisition remains subject to the satisfaction or, where applicable, waiver of the remaining Conditions as set out in the Scheme Document including, amongst others, the approval of the Acquisition by the PRA and the FCA and the sanction of the Scheme by the Court. As of August 2, 2024, David Duffy, chief executive of Virgin Money, confirmed the timeline in a market update, where Nationwide’s takeover of Virgin Money is expected to complete by the end of the year. As of August 29, 2024, The Competition and Markets Authority (CMA) published final report and has found that the acquisition by Nationwide Building Society (Nationwide) of Virgin Money UK PLC (Virgin Money), is a relevant merger situation that does not give rise to a realistic prospect of a substantial lessening of competition (SLC). As on September 6, 2024, the boards of Virgin Money and Nationwide are pleased to announce that the Financial Conduct Authority and the Prudential Regulatory Authority have given their requisite consent to the recommended cash acquisition of the entire issued and to be issued share capital of Virgin Money by Nationwide. The Acquisition will not require any immediate changes to the capital structure of the Virgin Money Group or the Combined Group as a whole as Nationwide and Virgin Money intend to simplify and align their capital structures over time as part of broader integration planning. As of September 6, 2024, Nationwide is pleased to announce that Muir Mathieson is appointed Chief Financial Officer and executive director of Nationwide with effect from the date of this announcement and Chris Rhodes is standing down from the Nationwide board with immediate effect and will spend the period until Completion preparing to become the Chief Executive Officer of Virgin Money (such appointment taking effect on the Effective Date). As of September 6, 2024, the Scheme is expected to become Effective on October 1, 2024. As of September 9, 2024, Court Hearing to sanction the Scheme will be on September 27, 2024 and Consideration and for settlement of the Consideration through CREST or other form of payment to Virgin Money Ordinary Shareholders and Virgin Money CDI Holders By October 15, 2024. As of September 25, 2024, the CHESS depositary interests of Virgin Money UK PLC (‘VUK’) will be suspended from quotation at the close of trading following lodgement of the High Court of Justice of England and Wales orders. As of September 27, 2024, Court has today issued the Court Order sanctioning the scheme of arrangement. As of September 27, 2024, the transaction is expected to complete on October 1, 2024.
Sam Small, Ben Crystal and David Sissons of UBS AG, London Branch acted as financial advisor; Sandy Mak of Corrs Chambers Westgarth provided legal advice on Australian law matters; and David Watkins, Nick Pacheco, Jan Putnis, David Shone, Duncan Blaikie, Ian Ranson, Lisa Wright, Charlie McGarel-Groves, David Hay, Chris Sharpe, Philippa O'Malley, Charles Osborne and Emma Game of Slaughter and May acted as legal advisor to Nationwide Building Society. Anthony Gutman, Nimesh Khiroya, Ronan Breen, Bertie Whitehead and Pernille Thuesen of Goldman Sachs International and Conor Hillery, Dwayne Lysaght, Claire Brooksby and Ravin Mehta of J.P. Morgan Securities plc acted as financial advisors and David Pudge, Katherine Moir, Sonia Gilbert, Chinwe Odimba-Chapman, Simon Sinclair, Sue Hinchliffe, Stephen Reese, Simon Crown, and Rui Huo of Clifford Chance LLP acted as legal advisor to Virgin Money UK PLC. Virgin Money's registrar is Computershare Investor Services Pty Limited. Goldman Sachs Internatio
Nationwide Building Society (LSE:NBS) completed the acquisition of Virgin Money UK PLC (LSE:VMUK) from Virgin Group Holdings Limited and others on October 1, 2024. As the Scheme has now become Effective, Virgin Money duly announces that, as of today's date, David Duffy has stepped down as Chief Executive Officer and as an Executive Director of Virgin Money and the appointment of Chris Rhodes as an Executive Director and Chief Executive Officer has become effective.
