Business
Joint Statement Re Potential Cash Acquisition
Joint Statement Re Potential Cash Acquisition.
About this update from Nationwide Building Society
[{"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.\nTHIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE \"TAKEOVER CODE\") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE EVEN IF THE PRE-CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE SATISFIED OR WAIVED.\nTHIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.\nFOR IMMEDIATE RELEASE \n\n7 March 2024\n\nJOINT STATEMENT REGARDING A POTENTIAL CASH ACQUISITION\nOF\nVIRGIN MONEY UK PLC\nBY\nNATIONWIDE BUILDING SOCIETY\nIntroduction\nThe boards of directors (each a \"Board\") of Nationwide Building Society (\"Nationwide\") and Virgin Money UK PLC (\"Virgin Money\") are pleased to announce that they have reached preliminary agreement on the key terms of a potential cash acquisition of Virgin Money by Nationwide (the \"Potential Acquisition\"), under which Virgin Money ordinary shareholders and CHESS Depositary Interests (\"CDI\") holders (together, the \"Virgin Money Shareholders\") would be entitled to receive a total value of 220 pence in cash for each Virgin Money ordinary share (including those represented by CDIs) (a \"Virgin Money Share\") comprising:\n· 218 pence per Virgin Money Share in cash consideration (the \"Consideration\"); and\n· a proposed dividend of 2 pence per Virgin Money Share (the \"FY2024 Dividend\"), to be paid (subject to the approval of the Virgin Money Board) as part of Virgin Money's ordinary course FY2024 dividend calendar or, if earlier, shortly prior to completion of the Potential Acquisition.\nIn addition to the total value of 220 pence per Virgin Money Share, eligible Virgin Money Shareholders would continue to be entitled to receive and retain the final dividend of 2 pence per Virgin Money Share in respect of FY2023, which will be paid on 20 March 2024 (the \"Final Dividend\").\nThe total value of 220 pence per Virgin Money Share (excluding the Final Dividend) represents a premium of 38% to Virgin Money's undisturbed share price as of 6 March 2024, and a 40% premi...