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Court Sanction of Scheme of Arrangement

Court Sanction of Scheme of Arrangement.

articleNationwide Building SocietySeptember 27, 20245/company/nationwide-building-society/news/court-sanction-of-scheme-of-arrangement-2
Court Sanction of Scheme of Arrangement

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[{"type":"text","content":"\n\nNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION\nFOR IMMEDIATE RELEASE\n27 September 2024\nRecommended Cash Acquisition\nof\nVirgin Money UK PLC (\"Virgin Money\")\nby\nNationwide Building Society (\"Nationwide\")\nCourt Sanction of Scheme of Arrangement and Other Updates\nThe boards of Virgin Money and Nationwide are pleased to announce that the Court has today issued the Court Order sanctioning the scheme of arrangement between Virgin Money and its shareholders under Part 26 of the Companies Act (the \"Scheme\") to implement the recommended cash acquisition of the entire issued and to be issued share capital of Virgin Money by Nationwide (the \"Acquisition\").\nThe Acquisition is subject to the terms and conditions set out in the scheme document relating to the Acquisition published on 22 April 2024 (the \"Scheme Document\") and was approved by Virgin Money Shareholders at the Shareholder Meetings on 22 May 2024.\nUnless otherwise defined, all capitalised terms in this announcement have the meaning given to them in the Scheme Document. All references to times are to London, UK, times unless otherwise stated.\nNext steps\nThere has been no material change to the expected timetable of principal events for the Acquisition set out in the announcements made by Virgin Money and Nationwide in relation to the Acquisition on 6 September 2024.\nThe Scheme remains conditional on, and will become Effective upon, the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 1 October 2024.\nVirgin Money confirms that the last day of: (i) dealings in, and registration of transfers of, Virgin Money Ordinary Shares; and (ii) registration of transfers of Virgin Money CDIs is today, 27 September 2024. The Scheme Record Time and the time at which Virgin Money Ordinary Shares will be disabled in CREST is 6.00 p.m. today, 27 September 2024 and the CDI Record Time is 7.00 p.m. (AEST) today, 27 September 2024.\nA request has been made for the suspension of the listing of Virgin Money Ordinary Shares on the Official List and of the trading of Virgin Money Ordinary Shares on the London Stock Exchange's main market with effect from 7...

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