Virgin Money shareholders have voted in favour of a £2.9bn takeover by rival lender Nationwide Building Society, helping clear the path for the biggest UK banking deal since the financial crisis.
Just over 89% of voting shareholders said yes to the deal at a general meeting on Wednesday, while nearly 11% rejected the move. The resolution required at least 75% backing to pass.
There had been some uncertainty over the size of opposition that Virgin Money might face, after Australian fund manager Allan Gray, which holds a 10% stake, hit out at the 220p a share offer, saying earlier this month that they were “disappointed” with the price, and that the takeover was “likely to sell shareholders very short”.
However, Virgin Money secured backing from its largest investor, Sir Richard Branson, whose Virgin Group confirmed early on that it would back the takeover, which will result in a £724m windfall for the billionaire businessman.
That sum includes the sale of Branson’s 14.5% stake in the bank, which he founded in 1995, as well as £310m for the privilege of using – and eventually disposing of – the Virgin brand. Nationwide will pay £15m in annual royalties to Virgin Group to use the brand name over the first four years, before paying £250m to exit the contract, and eventually phase out Virgin Money’s name entirely.
The shareholder vote clears a notable hurdle for the takeover, though it will still require formal approval from City regulators the Financial Conduct Authority and Prudential Regulation Authority. The lenders will also need signoff from the Competition and Markets Authority, and Virgin Money will have to cancel listings on the London and the Australian stock exchanges, with the deal likely to be completed in the final three months of the year.
Nationwide has stopped short of offering its own members a vote on the deal – citing regulations including the 1986 Building Societies Act, which does not require a society to hold a vote if it is buying a business that looks roughly like its own. It has said its hands are also tied by UK takeover rules that suggest a bidder cannot make an offer that would hinge on it holding a vote it is not required to.
The acquisition will solidify Nationwide’s position as the UK’s second-largest mortgage lender, led by chief executive Debbie Crosbie.
Crosbie already has links to the takeover target, having previously served as chief operating officer at the bank, which was previously known as Clydesdale and Yorkshire Banking Group before the lender bought Virgin Money for £1.7bn, and started using its name, in 2018.
