Takeover Offers

Newcastle upon TyneNE3 4PL55.010313-1.626841Financial Services and Markets Act 20002019-09-262019-10-042019-10-212020-03-31TSO (The Stationery Office), customer.services@thegazette.co.uk34008668196

IN THE COURT OF SESSION, SCOTLAND

VIRGIN MONEY PLC

and

CLYDESDALE BANK PLC

Notice is hereby given that on 26 September 2019, the Court of Session in Scotland (the "Court") pronounced an order (the "Order") under Part VII of the Financial Services and Markets Act 2000 (as amended) ("FSMA") inter alia:

(1) sanctioning, under section 111 of FSMA, a banking business transfer scheme (the "Scheme") under Part VII of FSMA and under which the business of Virgin Money plc ("VM") is to be transferred to Clydesdale Bank PLC ("CB");

(2) transferring, under section 112(1)(a) of FSMA to CB, with effect from the time at which the Scheme is to take effect which is expected to be 00.01 am on 21 October 2019 (the "Effective Time"), the undertaking of VM;

(3) transferring, under sections 112(1)(a), (b) and (c) of FSMA, to CB the property and liabilities of VM with effect from the Effective Time, which Order shall not become effective in respect of any "Residual Assets" and "Residual Liabilities" of VM (as defined in the Scheme) until the applicable "Subsequent Transfer Time" (as defined in the Scheme);

(4) directing, under sections 112(2)(a) and 112(2A) and 112(2B) of FSMA, that the transfer shall be valid and binding on all persons having an interest, or right, in any of the "Transferred Assets" or the "Transferred Liabilities" (as defined in the Scheme) (or both), notwithstanding any restriction on transferring or otherwise dealing with them and that the transfer shall take effect as if: (a) there were no requirement to obtain the consent of any person; and (b) there were no contravention of, or interference with, any such right or interest;

(5) continuing, under section 112(1)(c) of FSMA, by (or against) CB, any pending legal proceedings by (or against) VM at the Effective Time, as provided for in the Scheme, which Order shall not become effective in respect of any such legal proceedings relating to any Residual Assets or Residual Liabilities until the relevant Subsequent Transfer Time;

(6) allowing VM and CB to apply, under section 112(1)(d) of FSMA, for any orders with respect to such incidental, consequential and supplementary matters as are necessary to secure that the Scheme shall be fully and effectively carried out.

Copies of the Order and the Scheme will be sent, free of charge, to any person who requests them by calling 0800 917 5722 or +44 (0)191 279 3465, if calling from outside of the UK between 9am and 7pm, Monday to Friday, and 9am and 3pm on Saturdays, or in writing by email to virginmerging@virginmoney.com or by post to FSMA Contact Centre, Virgin Money, Jubilee House, Gosforth, Newcastle upon Tyne NE3 4PL. Copies of each of those documents are also available, free of charge, on the website of Virgin Money at virginmoney.com/virginmerging until 31 March 2020.

Dated: 4 October 2019

Virgin Money,

Jubilee House,

Gosforth,

Newcastle upon Tyne, NE3 4PL