Virgin Money definition
Examples of Virgin Money in a sentence
It may be difficult for Virgin Money Shareholders in the US to enforce their rights and any claim arising out of the US federal laws in connection with the Acquisition, since Nationwide and Virgin Money are located in, and organised under the laws of, a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction.
Virgin Money Shareholders in the US may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws.
Each Virgin Money Shareholder is therefore urged to consult with independent legal, tax and financial advisers in connection with making a decision regarding the Acquisition.
The receipt of cash pursuant to the Acquisition by a Virgin Money Shareholder in the US as consideration for the transfer of its Scheme Shares (or, in relation to a Virgin Money CDI Holder, the Scheme Shares underlying its Virgin Money CDIs) pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Securities Exchange Act of 1934, Nationwide, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Virgin Money Shares and/or Virgin Money CDIs outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
In such circumstances, Virgin Money Shareholders would be entitled to receive and retain any such dividend and/or other distribution and/or return of capital or value to which they are entitled.
Forward-looking statements are prospective in nature and not based on historical facts, but rather on current expectations and projections of the management of Nationwide and/or Virgin Money about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward- looking statements.
Virgin Money’s Shares are currently traded on the London Stock Exchange main market, and Virgin Money CDIs are currently traded on the ASX.
The Virgin Money Directors remain confident in the prospects of the Virgin Money Group and the resulting value opportunity for all shareholders.
Nationwide reserves the right to elect, with the consent of the Panel (where necessary), and subject to the terms and conditions of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Virgin Money not already held by Nationwide as an alternative to the Scheme.