About the demerger
On 8 February 2016, NAB exited its investment in CYBG Group, a UK based banking group, by demerging 75% of the CYBG Shares to NAB Shareholders. The remaining CYBG Shares were divested by NAB under an institutional offer.
CYBG Shares were admitted to the premium listing segment of the UKLA Official List and were admitted to trading on the LSE's main market for listed securities (LSE: CYBG). CYBG PLC were also granted admission to the ASX Official List as an ASX foreign exempt listing and CYBG CDIs were quoted on ASX (ASX: CYB).
Following the acquisition of Virgin Money Holdings (UK) plc in 2018, CYBG PLC changed its name to Virgin Money UK PLC and as a result, CYBG Securities now trade on the Australian Securities Exchange (ASX) as VUK CDIs and on the London Stock Exchange (LSE) as VMUK Shares.
A summary of the key aspects of the Demerger, including the tax implications of the Demerger for NAB Shareholders and a copy of the Australian Tax Office Class Ruling CR 2016/13 (PDF, 121KB), opens in new window, are set out below.
For further information on the Demerger refer to the Scheme Booklet (PDF, 12MB), opens in new window released by NAB dated 7 December 2015.
For information on Virgin Money UK PLC Group (formerly CYBG Group) please visit www.virginmoneyukplc.com/about-us/, opens in new window.
NAB securityholders voted overwhelmingly in favour of the Demerger at the meetings held on 27 January 2016. The Demerger was also approved by the Supreme Court of Victoria at the second court hearing on 1 February 2016.
The NAB Directors unanimously recommended that NAB Shareholders and NAB Tier 1 Securityholders vote in favour of all the resolutions considered at the General Meeting, and that NAB Shareholders vote in favour of the resolution considered at the Scheme Meeting, as the NAB Directors did in respect of the NAB Shares and NAB Tier 1 Securities controlled by them.
The NAB Directors unanimously believed that the Scheme was in the best interests of NAB Shareholders as a whole. The NAB Directors were also of the view that, taking into account all relevant matters, the NAB Capital Reduction was fair and reasonable to the members of NAB as a whole and would not materially prejudice the ability of NAB to pay its creditors.
NAB Shareholders were entitled to one CYBG Security for every four NAB Shares they held as at the Scheme Record Date. The Scheme Record Date was 7:00pm on 5 February 2016. The Demerger did not require any NAB Shareholder to pay cash for CYBG Securities. Entitlements to CYBG Securities were rounded down to the nearest whole number.
CYBG Securities are traded on the Australian Securities Exchange (ASX) as VUK CDIs (formerly CYBG CDIs) and on the London Stock Exchange (LSE) as VMUK Shares (formerly CYBG Shares). CDIs are a depositary interest which provide the holder with beneficial ownership of the underlying Shares. Each CDI represents a beneficial interest in one Share. A holder of CDIs may request to convert their holdings of CDIs to Shares or vice versa by contacting their broker or the share registry.
Certain NAB Shareholders did not receive CYBG Securities under the Demerger. Those Ineligible Overseas Shareholders and Small Shareholders (eligible NAB Shareholders who individually held 2,000 NAB Shares or less on the Scheme Record Date) who elected to participate in the Sale Facility, had the CYBG Securities to which they would otherwise have been entitled under the Demerger sold through the Sale Facility. On 22 March NAB confirmed the sale of all CYBG securities required to be sold under the sale facility. The average sale price achieved under the facility was A$3.6782 per CYBG security. Shareholders who participated in the sale facility received the average sale price multiplied by the number of CYBG Securities the shareholder was entitled to (free of any brokerage costs or stamp duty but after excluding any interest and deducting any applicable withholding tax), and had the proceeds remitted to them on 1 April 2016. Small Shareholders were also able to elect to donate these proceeds to ShareGift.
The sale facility proceeds were remitted in accordance with the process detailed in the Scheme Booklet, including the conversion rate for direct credit in each of New Zealand dollars, pounds sterling or US dollars being set at the prevailing market rate at 4:00pm (AEDT) on 22 March 2016.
conversion rate AUD/GBP 0.5280 AUD/NZD 1.1219 AUD/USD 0.7592
The number of NAB Shares you held did not change as a result of the Demerger.
NAB has obtained a class ruling from the Australian Taxation Office (ATO) on the tax implications of the Demerger for Australian tax resident NAB Shareholders who hold their NAB Shares on capital account. Australian tax resident NAB Shareholders should consult the Class Ruling when considering the tax implications of the Demerger.
For further information refer to:
CYBG Capital Reduction
The reduction of the nominal value of CYBG Shares in accordance with the terms of the CYBG Capital Reduction Resolution after the Demerger was implemented.
CYBG Capital Reduction Resolution
The ordinary resolution concerning the CYBG Capital Reduction approved by NAB Shareholders at the General Meeting, the form of which was set out in the Notice of General Meeting in Annexure D of the Scheme Booklet.
A unit of beneficial ownership in a CYBG Share (in the form of a CHESS depository interest) that is registered in the name of CHESS Depository Nominees Pty Limited in accordance with the ASX Settlement Operating Rules, for the purpose of enabling the securities to be recorded and transferred in accordance with those operating rules.
CYBG PLC and its subsidiaries.
A CYBG Share or CYBG CDI.
A fully paid ordinary share in the capital of CYBG PLC.
The general meeting of NAB Shareholders and NAB Tier 1 Securityholders convened to consider the NAB Capital Reduction Resolution and the CYBG Capital Reduction Resolution.
Ineligible Overseas Shareholder
A NAB Shareholder whose registered address on the NAB share register as at 7:00pm on 5 February 2016 was not in Australia, New Zealand, the UK, the United States (excluding California), Singapore, Hong Kong, Japan, Ireland or Canada.
NAB Capital Reduction
The reduction in capital of NAB by $4.01 per NAB Share on issue as at 7:00pm on 5 February 2016 in accordance with the terms of the NAB Capital Reduction Resolution.
NAB Capital Reduction Resolution
The ordinary resolution concerning the NAB Capital Reduction approved by NAB Shareholders and NAB Tier 1 Securityholders at the General Meeting, the form of which was set out in the Notice of General Meeting in Annexure D of the Scheme Booklet.
A person who is registered in the NAB share register as the holder of an ordinary share in NAB.
NAB Tier 1 Securityholder
A person who is registered as the holder of a National Income Security, NAB CPS or NAB CPS II.
The facility established by NAB and managed by the sale agent under which Selling Shareholders’ CYBG Securities (and certain other CYBG Securities) may be sold in accordance with the Scheme and a sale agency deed between NAB and the sale agent.
A scheme of arrangement under Part 5.1 of the Corporations Act between NAB and NAB Shareholders as described in the Scheme Booklet and as set out in Annexure A to the Scheme Booklet.
The meeting of NAB Shareholders ordered by the Supreme Court of Victoria pursuant to section 411(1) of the Corporations Act to consider the Scheme Resolution.
The resolution to approve the Scheme, which was approved by NAB Shareholders at the Scheme Meeting, the form of which was set out in the Notice of Scheme Meeting in Annexure C of the Scheme Booklet.
An Ineligible Shareholder or a Small Shareholder who elected to participate in the Sale Facility.
An eligible NAB Shareholder who individually held 2,000 NAB Shares or less as at 7:00pm on 5 February 2016.
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