Terms of access
Please read carefully the following terms and conditions of access, which apply to all persons who view this page. The terms and conditions may be altered or updated. You should read them in full each time you visit the site.
By accessing this site and the information contained herein, you agree to be bound by the terms and conditions below, you acknowledge that the site contains confidential information, and agree that the use of the materials and information contained on the site for any purpose other than as described herein, or as otherwise permitted in writing by Virgin Money, is strictly prohibited.
The material and information placed on this site by Virgin Money is being made available to you for information purposes only. You will use this site solely for your internal use and in accordance with these terms and conditions. You will treat the confidential information as private and confidential and will ensure that the information is protected with effective security measures and with the degree of care in each case that you would apply to your own confidential information.
The information and material placed on this site may not be forwarded or distributed by, or on behalf of, you to any other person and may not be reproduced by, or on behalf of, you in any manner whatsoever. Any forwarding, distribution or reproduction by, or on behalf of, you of any information in whole or in part is unauthorised. References in these terms of access to "Virgin Money" shall be deemed to be references to Virgin Money UK PLC, Clydesdale Bank PLC and each of their respective subsidiaries and affiliates.
If you do not agree to these terms and conditions, please do not access this site or any of the information contained herein.
Restrictions on Access
By accessing this website, you are deemed to confirm and acknowledge that:
(a) the materials on this website are not directed at, and may not be viewed by or distributed to:
(i) persons located or resident in the United States, its possessions or territories or persons who are U.S. persons (as defined in Regulation S under the Securities Act of 1933, as amended (the "Securities Act")) other than by persons who are qualified institutional buyers (as defined in Rule 144A under the Securities Act ("QIBs")); or
(ii) persons in the United Kingdom except for persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"), (ii) are persons falling within article 49(2) (a) to (d) of the Order, or (iii) are otherwise persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities referred to in the materials may otherwise lawfully be communicated or caused to be communicated; or
(iii) persons in any Member State of the European Economic Area (other than the United Kingdom) except for persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (2003/71/EC) as amended (the “Prospectus Directive”); or
(iv) any retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (“MiFID II”); (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive; or
(v) any other persons who are not persons to whom the materials may be otherwise lawfully communicated under the laws of any other jurisdiction;
(b) you are (and any person for whom, or on whose behalf, you are acting is) a person to whom the materials on the website may be lawfully communicated under the laws of all applicable jurisdictions and are not subject to any legal requirements that prohibit or restrict you (or such person) from viewing such materials;
(c) you will not offer or sell any securities referred to on the website, or distribute, transmit or otherwise disseminate any materials or information contained on this website, other than to persons to whom such offer or sale can lawfully be made or, as the case may be, to whom such materials and/or information can be lawfully distributed under all applicable laws; and
(d) you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 of the United Kingdom with respect to anything done by you in relation to any securities referred to on the website in, from or otherwise involving the United Kingdom.
In particular, in June 2015, the UK Financial Conduct Authority published the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the “PI Instrument”).
Under the rules set out in the PI Instrument (as amended or replaced from time to time, the “PI Rules”):
(i) certain contingent write-down or convertible securities (including any beneficial interests therein), such as the Notes, must not be sold to retail clients in the European Economic Area (the “EEA”); and
(ii) there must not be any communication or approval of an invitation or inducement to participate in, acquire or underwrite such securities (or the beneficial interest in such securities) where that invitation or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail client in the EEA (in each case, within the meaning of the PI Rules), other than in accordance with the limited exemptions set out in the PI Rules.
By accessing this website or purchasing, or making or accepting an offer to purchase, any notes referred to in the materials (the "Notes") (or a beneficial interest therein) from Virgin Money and/or any third party, each prospective investor represents, warrants, agrees with, and undertakes to, Virgin Money or the relevant third party that:
1. it is not a retail client in the EEA (as defined in the PI Rules);
2. whether or not it is subject to the PI Rules, it will not:
(A) sell or offer the Notes (or any beneficial interest therein) to retail clients in the EEA; or
(B) communicate (including the distribution of any information contained on this website) or approve an invitation or inducement to participate in, acquire or underwrite the Notes (or any beneficial interests therein) where that invitation or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail client in the EEA (in each case within the meaning of the PI Rules), in any such case other than (i) in relation to any sale or offer to sell Notes (or any beneficial interest therein) to a retail client in or resident in the United Kingdom (the “UK”), in circumstances that do not and will not give rise to a contravention of the applicable PI Rules by any person and/or (ii) in relation to any sale or offer to sell Notes (or any beneficial interest therein) to a retail client in any EEA member state other than the UK, where (a) it has conducted an assessment and concluded that the relevant retail client understands the risks of an investment in the Notes (or any beneficial interest therein) and is able to bear the potential losses involved in an investment in the Notes (or any beneficial interests therein) and (b) it has at all times acted in relation to such sale or offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC) (“MiFID”) to the extent it applies to it or, to the extent MiFID does not apply to it, in a manner which would be in compliance with MiFID if it were to apply to it; and
3. it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Notes (or any beneficial interest therein), including (without limitation) any such laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the Notes (or any beneficial interest therein) by investors in any relevant jurisdiction.
Potential investors should inform themselves of, and comply with, any applicable laws, regulations or regulatory guidance with respect to any resale of the Notes (or any beneficial interests therein), including the PI Rules.
The materials included on this site are historical in nature and only current as of the date of the materials. Prospective investors must remember that past results do not predict future performance. Virgin Money is not acting as a financial advisor or in any other fiduciary capacity with respect to this site and the information contained herein. Prospective investors should also consult their own financial and legal advisors about risks associated with investment in a particular issue of securities and the suitability of investing in the securities in light of their particular circumstances. Except for information that is required to be maintained from time to time by Virgin Money pursuant to the terms of the Notes neither Virgin Money nor any other party has any duty to maintain or update any material on this site and no representation or warranty, express or implied, is or will be made in relation to, the accuracy or completeness of the information.
Certain materials placed on this site contain legends, limitations, qualifications or other restrictions relating to the nature or use of such material. Any such legends, limitations, qualifications or restrictions continue to apply notwithstanding that the materials have been placed on the site.
No offer of solicitation
This site and the information contained herein has been prepared solely for informational purposes only and does not constitute an invitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for, the Notes. The site does not create any legally binding obligations on the part of Virgin Money, nor does it constitute an offer or the solicitation of an offer for the purchase or sale of any securities or a recommendation to enter into any transaction. This site does not purport to provide any financial, investment, accounting, tax, regulatory or legal advice or recommendation. For further information concerning the Notes, please consult with an investment advisor or broker. There shall be no sale of any Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Notes referred to in this website have not and will not be registered under any applicable laws of any state, province, territory, country or jurisdiction of the United States, Australia, Canada, South Africa, Switzerland or Japan. In particular, the securities mentioned in the website have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or exemption from registration under the Securities Act and other securities laws. There will be no public offer of these securities in the United States.
No key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPS Regulation.
The information set forth on this site has been electronically converted from the magnetic media format from which the original version of such document was printed. Whilst Virgin Money has taken all reasonable steps to ensure that the information contained on the site is accurate as of the date stated, Virgin Money excludes to the full extent permitted under applicable law any warranties, undertakings or representations that the information contained on the site is accurate, current or complete. The information is not tailored for any particular investor or any other recipient and does not constitute investment advice and in no event shall Virgin Money be liable to you or any third party for any direct, indirect, consequential or other losses or damages of any kind, or any damages whatsoever, on any theory of liability arising out of or in connection with the use of any information set forth on this site (but this is without prejudice to the rights of an investor in the Notes in the event of a breach by Virgin Money of the terms of issue of the Notes). Any information sourced from third parties ("Third Party Materials") made available on this site, does not imply any endorsement by Virgin Money for the opinions, ideas, products, information or services offered therein regarding the content of any Third Party Materials.
The distribution material on this site may be restricted by local law or regulation in certain jurisdictions other than the United Kingdom, and failure to comply with such restrictions may constitute a violation of the laws of any such other jurisdiction. Persons accessing this site are required to inform themselves about and observe such restrictions and agree that they have not made and will not make any offer of Notes referred to on the site other than in accordance with applicable law and regulation.
Persons accessing this site are deemed to represent either (i) that they are not accessing this site from inside the United States and that they are not a U.S. person or (ii) that they are a QIB.
These terms of access and any non-contractual obligations arising out of or in connection with them will be governed by, and construed in accordance with, the laws of England and Wales. The English courts will have exclusive jurisdiction to settle any disputes which may arise in connection with the terms of access or any non- contractual obligations arising out of or in connection with the terms of access.
*A "U.S. person" for purposes of Regulation S includes, but is not limited to, (i) any natural person resident in the United States, (ii) any partnership or corporation organised or incorporated under the laws of the United States or any state thereof or (iii) any agency or branch of a foreign entity located in the United States.