Business
Revocation of Sub-consolidation Direction
Virgin Money UK PLC announces that the Prudential Regulation Authority has revoked the sub-consolidated prudential requirements previously imposed on the company following its acquisition by Nationwide Building Society. This revocation means that the outstanding £350,000,000 8.250 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes, of which £10,075,000 remain outstanding, and the £350,000,000 11.000 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes, of which £170,147,000 remain outstanding, cease to be eligible as own funds on a sub-consolidated basis or for Nationwide on a consolidated basis, impacting certain provisions within these instruments. However, these notes, along with eligible liabilities instruments, will continue to meet Nationwide's consolidated MREL requirements until December 31, 2028. Disclaimer*
About this update from Nationwide Building Society
[{"type":"text","content":"\n\n \n\n \n \nVirgin Money UK PLC (incorporated with limited liability in England and Wales, registered number 09595911)\n \n(the \"Issuer\")\n \nLEI: 213800ZK9VGCYYR6O495\n \nTHIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION\n2 December 2025\n \nANNOUNCEMENT\n \nto the holders of the Issuer's outstanding\n \n£350,000,000 8.250 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes, of which £10,075,000 remains outstanding\n(ISIN: XS2486863595)\n£350,000,000 11.000 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes, of which £170,147,000 remains outstanding\n(ISIN: XS2718145779)\n(together, the \"Outstanding AT1 Instruments\")\n \nIn September 2024, as part of the arrangements for the acquisition of the Issuer by Nationwide Building Society (\"Nationwide\") (the \"Acquisition\"), it was announced that the Prudential Regulation Authority (\"PRA\") intended to apply sub-consolidated prudential requirements to the Issuer until 31 December 2028. These sub-consolidated prudential requirements have applied since the completion of the Acquisition on 1 October 2024 (\"Completion\") pursuant to a direction imposed by the PRA on the Issuer under section 192C of the Financial Services and Markets Act 2000 (as amended) (the \"Direction\"). As a result, from Completion, outstanding externally held own funds instruments issued by the Issuer were, subject to applicable deductions, eligible to meet the consolidated capital requirements applicable to Nationwide.\n \nSince Completion, the Nationwide group has simplified and aligned its capital structure, including by way of the Issuer's consent solicitations and tender offers (announced on 3 June 2025) and its early redemption of certain notes pursuant to their contractual terms. Clydesdale Bank PLC, the principal subsidiary of the Issuer is also currently preparing to transfer substantially all of its assets and liabilities to Nationwide pursuant to a banking business transfer, which (subject to court sanction) is proposed to take effect on 2 April 2026. As a result, the Direction is no longer required. Accordingly, on 1 December 2025, the PRA revoked the Direction.\nRevocation of the Direction has the effect that the Outstanding AT1 Instruments cease to be eligible as own funds of the Issuer ...