CYBG PLC Statement re: Rule 19.6(b) (4778N)
September 24 2019 - 5:35AM
UK Regulatory
TIDMCYBG TIDM11IO
RNS Number : 4778N
CYBG PLC
24 September 2019
THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE
REQUIREMENTS OF RULES 19.6(B) AND 19.6(C) OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"), WHICH, INTER ALIA, REQUIRE A
PARTY TO AN OFFER, SAVE WITH THE CONSENT OF THE PANEL ON TAKEOVERS
AND MERGERS, TO PROMPTLY MAKE AN ANNOUNCEMENT SHOULD IT DECIDE TO
TAKE A COURSE OF ACTION DIFFERENT FROM ITS STATED INTENTIONS DURING
THE PERIOD OF 12 MONTHS OR SUCH LONGER STATED PERIOD FROM THE END
OF THE OFFER PERIOD EXPLAINING ITS REASONS FOR DOING SO, AND TO
MAKE AN ANNOUNCEMENT AT THE END OF THE RELEVANT PERIOD FROM THE
DATE ON WHICH THE OFFER PERIOD ENDED CONFIRMING WHETHER IT HAS
TAKEN, OR NOT TAKEN, THE COURSE OF ACTION SET OUT IN ITS STATED
INTENTIONS, RESPECTIVELY.
24 September 2019
CYBG PLC
("CYBG")
LEI: 213800ZK9VGCYYR6O495
Rule 19.6(b) update on modifications to stated post-offer
intentions with regard to Virgin Money Holdings (UK) plc
CYBG announces that further to the completion of its recommended
all-share offer for the entire issued and to be issued share
capital of Virgin Money Holdings (UK) plc ("Virgin Money"), which
was effected by way of a scheme of arrangement under Part 26 of the
Companies Act 2006 on 15 October 2018 (the "Combination"), its
board of directors has taken a course of action which differs from
the statements of intent made pursuant to Rules 2.7(c)(iv) and 24.2
of the Takeover Code (the "Stated Intentions"), as set out in its
announcement of 18 June 2018 and the scheme document published on
31 July 2018 (together, the "Offer Documentation").
Reasons for the modification to the Stated Intentions and action
taken
As set out in the Offer Documentation, CYBG expected the
rationalisation of a limited number of operational function offices
to occur in two to three years' time following the Combination, but
that until the integration planning work had been completed, the
precise impact of the Combination on the places of business of the
enlarged group comprising the CYBG group and Virgin Money group
(the "Combined Group") would not be known.
CYBG has determined that the modification to the original Stated
Intentions is required in relation to Virgin Money's property
portfolio. CYBG has identified an opportunity to accelerate the
consolidation of operational function offices across the Combined
Group through the earlier than expected closure of a small Virgin
Money corporate office at 28 St Andrew Square, Edinburgh.
Accordingly, the Combined Group intends to exit this property in
December 2019 ahead of the stated timeline as outlined in the Offer
Documentation.
CYBG's integration of the Virgin Money business into the wider
CYBG group continues to progress well and the Combined Group
remains on track to realise the strategic and financial benefits of
the transaction and create a true disruptor to the status quo.
This modification will have no impact on the existing business
or CYBG's fundamental rationale for the Combination.
Rule 19.6(c) confirmation with respect to the Stated
Intentions
Other than as set out above in relation to places of business,
CYBG announces that it has duly confirmed in writing to The Panel
on Takeovers and Mergers in accordance with the requirements of
Rule 19.6(c) of the Code that CYBG has complied with the Stated
Intentions.
For further information, please contact:
Investors and Analysts
Andrew Downey 07823 443 150
------------------------
Head of Investor Relations andrew.downey@cybg.com
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Company Secretary
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Lorna McMillan 07834 585436
------------------------
Group Company Secretary lorna.mcmillan@cybg.com
------------------------
Media Relations
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Press Office 0800 066 5998
------------------------
press.office@cybg.com
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END
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