June 18 (Reuters) - Cybg Plc CYBGC.L :
* RECOMMENDED ALL SHARE OFFER FOR VIRGIN MONEY
* RECOMMENDED ALL SHARE OFFER FOR VIRGIN MONEY
* VIRGIN MONEY SHAREHOLDERS WILL RECEIVE: 1.2125 NEW CYBG SHARES IN EXCHANGE FOR EACH VIRGIN MONEY SHARE
* BOARDS OF CYBG PLC ("CYBG") AND VIRGIN MONEY HOLDINGS (UK) PLC ("VIRGIN MONEY") ARE PLEASED TO ANNOUNCE THAT THEY HAVE AGREED TERMS OF A RECOMMENDED ALL-SHARE OFFER TO BE MADE BY CYBG FOR VIRGIN MONEY
* UNDER TERMS OF OFFER, VIRGIN MONEY SHAREHOLDERS WILL RECEIVE 1.2125 NEW CYBG SHARES IN EXCHANGE FOR EACH VIRGIN MONEY SHARE
* UNDER TERMS OF OFFER, VIRGIN MONEY SHAREHOLDERS WILL RECEIVE: 1.2125 NEW CYBG SHARES IN EXCHANGE FOR EACH VIRGIN MONEY SHARE
* OFFER VALUES EACH VIRGIN MONEY SHARE AT 371 PENCE AND VIRGIN MONEY'S ORDINARY SHARES ON A FULLY DILUTED BASIS AT APPROXIMATELY £1.7 BILLION
* OFFER VALUES EACH VIRGIN MONEY SHARE AT 371 PENCE AND VIRGIN MONEY'S ORDINARY SHARES ON A FULLY DILUTED BASIS AT APPROXIMATELY £1.7 BILLION
* COMBINATION IS EXPECTED TO GENERATE £120 MILLION OF ANNUAL PRE-TAX COST SYNERGIES, RUN RATE BY END OF FINANCIAL YEAR ENDING 30 SEPTEMBER 2021
* BASED ON CLOSING PRICE OF 306 PENCE PER CYBG SHARE ON 15 JUNE 2018 (BEING LAST BUSINESS DAY BEFORE DATE OF THIS ANNOUNCEMENT), OFFER VALUES EACH VIRGIN MONEY SHARE AT 371 PENCE AND VIRGIN MONEY'S ORDINARY SHARES ON A FULLY DILUTED BASIS AT APPROXIMATELY £1.7 BILLION, REPRESENTING A PREMIUM OF 19 PER CENT
* FOLLOWING COMPLETION OF OFFER, VIRGIN MONEY SHAREHOLDERS WILL OWN APPROXIMATELY 38 PER CENT. OF COMBINED GROUP
* DEAL EXPECTED TO BE MATERIALLY ACCRETIVE FOR BOTH SHAREHOLDERS ON AN EARNINGS PER SHARE BASIS ONCE FULL COST SYNERGIES HAVE BEEN DELIVERED
* FOLLOWING COMPLETION OF OFFER, VIRGIN MONEY SHAREHOLDERS WILL OWN APPROXIMATELY 38 PER CENT. OF COMBINED GROUP
* CYBG CONTINUES TO EXPECT TO PERFORM "STRONGLY" AGAINST ITS EXISTING MEDIUM-TERM GUIDANCE
* CYBG DIRECTORS BELIEVE COMBINATION OF CYBG AND VIRGIN MONEY ( "COMBINATION") WILL BRING TOGETHER COMPLEMENTARY STRENGTHS OF TWO SUCCESSFUL CHALLENGER BANKS TO CREATE UK'S FIRST TRUE NATIONAL COMPETITOR TO LARGE INCUMBENT BANKS
* COMBINATION IS EXPECTED TO GENERATE £120 MILLION OF ANNUAL PRE-TAX COST SYNERGIES, RUN RATE BY END OF FINANCIAL YEAR ENDING 30 SEPTEMBER 2021
* CYBG ALSO EXPECTS ADDITIONAL VALUE CREATION THROUGH AVOIDANCE OF PLANNED FUTURE VIRGIN MONEY DIGITAL BANK RUNNING COSTS, AND REVENUE SYNERGIES AND FUNDING SYNERGIES OVER TIME
* ENTERED INTO AGREEMENT WITH VIRGIN ENTERPRISES LIMITED IN RELATION TO USE, CONDITIONAL ON COMPLETION OF OFFER, OF "VIRGIN MONEY" BRAND
* COMBINED GROUP IS EXPECTED TO HAVE A PRO FORMA DAY ONE CET1 RATIO IN EXCESS OF 12 PER CENT
* COMBINATION IS EXPECTED TO BE MATERIALLY ACCRETIVE FOR BOTH SETS OF SHAREHOLDERS ON AN EARNINGS PER SHARE BASIS ONCE FULL COST SYNERGIES HAVE BEEN DELIVERED
* COMBINED GROUP IS EXPECTED TO HAVE A PRO FORMA DAY ONE CET1 RATIO IN EXCESS OF 12 PER CENT
* CYBG DIRECTORS BELIEVE THAT USE OF VIRGIN MONEY'S ICONIC NATIONAL BRAND COMBINED WITH CYBG'S CUSTOMER-CENTRIC PROPOSITIONS WILL DRIVE FURTHER GROWTH OPPORTUNITIES FOR COMBINED GROUP
* CYBG - TERMS OF BRAND LICENCE AGREEMENT INCLUDE ROYALTY-BEARING LICENCE FOR CYBG GROUP TO USE "VIRGIN MONEY" BRAND FOR FINANCIAL SERVICES
* CYBG HAS ENTERED INTO AN AGREEMENT WITH VIRGIN ENTERPRISES LIMITED ("VIRGIN ENTERPRISES") IN RELATION TO USE, CONDITIONAL ON COMPLETION OF OFFER, OF "VIRGIN MONEY" BRAND
* CYBG WILL PAY FIXED YEARLY MINIMUM ROYALTY FOR VIRGIN BRAND
* ROYALTY INCREASES FROM £12 MILLION IN FIRST YEAR FOLLOWING Q1 DATE UP TO £15 MILLION IN FOURTH YEAR FOLLOWING Q1 DATE, PLUS AN ADDITIONAL YEARLY ROYALTY BEGINNING IN FIFTH OR, IF TURNOVER OF CYBG GROUP REACHES A THRESHOLD AMOUNT, FOURTH YEAR
* JIM PETTIGREW, CHAIRMAN OF CYBG, DAVID DUFFY, CEO OF CYBG AND IAN SMITH, CFO OF CYBG WILL RETAIN THEIR CURRENT POSITIONS IN COMBINED GROUP
* VIRGIN MONEY CEO JAYNE-ANNE GHADIA HAS AGREED, IN PRINCIPLE, TO SUPPORT COMBINED GROUP AS A SENIOR ADVISER TO CEO (IN A CONSULTANCY ROLE) FOR A PERIOD OF TIME BEYOND COMPLETION OF OFFER, ON TERMS TO BE AGREED;