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Creating the First True National Competitor to the Status Quo

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Creating the First True National Competitor to the Status Quo CREATING THE FIRST TRUE NATIONAL COMPETITOR TO THE STATUS QUO RECOMMENDED ALL-SHARE OFFER FOR VIRGIN MONEY 18 June 2018 1 AGENDA Transaction terms and vision for the future David Duffy Financial rationale Ian Smith Technology platform and integration Debbie Crosbie Summary David Duffy Q&A 2 IMAGE TO BE REVIEWED TRANSACTION TERMS & VISION FOR THE FUTURE DAVID DUFFY, CEO 3 TRANSACTION TERMS Key terms Synergies Governance Key dates Recommended all-share offer c.£120m of annual run-rate cost Board and management team Q3 2018 synergies expected by end of FY2021 continuity 1.2125 new CYBG shares per Plus incremental benefit from Jim Pettigrew to remain Chairman Shareholder documentation published Virgin Money share avoidance of VMDB future running David Duffy to remain CEO and respective meetings to be held costs Ian Smith to remain CFO Ownership split c.62% to existing Further upside potential from 2 Board seats for Virgin Money Q4 2018 CYBG shareholders and c.38% to revenue and funding synergies board members Virgin Money shareholders Revenue benefit derived through Expected completion subject to leveraging the Virgin Money brand shareholder and regulatory approval Significant upfront premium Material EPS accretion and Virgin Enterprises board seat as to Virgin Money shareholders acceleration of progressive part of brand licence agreement 19% premium to 4th May closing price dividend ambition 35% vs 3mth VWAP to 4th May Recommendation of both boards and an irrevocable undertaking from Virgin Group 4 WE ARE REACHING AN INFLECTION POINT IN THE BANKING INDUSTRY Customer behaviour New entrants Tech change Regulatory change change Winners: +>900% Lead on technology to deliver superior customer 3,211 PSD2 outcomes, flexible, adaptive API AI RPA and forward thinking 1,530 Blockchain INFLECTION POINT FinTech & NeoBanks 309 2012 2018 2023 Mobile banking transactions (m)1 New business Losers: models Behind the curve on technology development and/or fail to adapt (1) Source: CACI research May 2018 5 THIS TRANSACTION COMBINES COMPLEMENTARY BUSINESSES AND DELIVERS SCALE Full-service, digitally Iconic brand with enabled capability national distribution Full product range National brand recognition Combined Mass retail and bespoke professional Mass retail mortgage proposition mortgage proposition assets of Strong credit card capability Strong SME franchise £83.5bn Digital capability and Open Banking Retail investment proposition Deep customer loyalty A leading UK NPS of +37 SCALE 6 TWO UK CHALLENGERS BECOME A TRUE NATIONAL COMPETITOR Strong customer All banking products A wide range of retail National coverage proposition with an integrated digitally on and SME products and scale iconic brand the iB platform SME SME BCA BCA CYBG PCA VM PCA Mortgages Mortgages Platform +37 Savings Accounts Savings Accounts A leading UK NPS Credit Cards Investment Products Credit Cards Complementary product expertise 7 DELIVERING AN ENHANCED RETAIL CUSTOMER PROPOSITION… - Full banking product offering for customers post transaction Delivers full product - Complementary blend of product expertise driving product innovation set for customers Strengthens - All channels on single platform customer service proposition Compelling omni-channel - National coverage increases customer convenience and access customer proposition retail customer - Wider and deeper customer base benefitting from iB platform capabilities experience Leverages digital and customer experience capabilities - Greater scale will allow increased investment in platform, improving user experience - Potential to build partnerships with other Virgin Group companies to New partnerships offer customers innovative products opportunities - Opportunities to expand offerings to an enlarged customer base 8 …WITH A STRONG REGIONAL SME FRANCHISE AND AMBITION TO COMPETE NATIONALLY - 175 years’ history and heritage Strong SME - Full product suite & substantive BCA capability capabilities - Relationship manager led service model - Deep sector specialism and proven risk management capability - £9bn of deposits and £7bn of lending Scale & strength in - c.15% BCA market share in Scotland & Yorkshire core regions - c.200k customers – 50% with CYBG >10 yrs Differentiated - 300 experienced Relationship Managers SME franchise Will invest in new - Developing our SME digital proposition using our market-leading iB platform generation SME - Platform capability facilitates 3rd party software integration experience - Switching RBS customers -120,000 BCAs (c.3% market share) must switch: Well positioned to CYBG offers an attractive home with full BCA and wider product and service become a national proposition competitor Dedicated switching & on-boarding capability in place - Compelling case for Pool A funding given substantive SME offering 9 BRINGING TOGETHER TWO HIGHLY COMPATIBLE CULTURES Brand / cultural alignment between businesses Balanced approach planned to integration strategy Re-branding for staff immersion and customer experience Building a ‘best of both’ model: opportunity to leverage talent of both CYBG and Virgin Money colleagues Clear alignment in cultures provides opportunity to leverage the strengths of both businesses 10 WE WILL CREATE THE FIRST TRUE NATIONAL COMPETITOR TO THE STATUS QUO Retail & SME proposition Leading digital capability Iconic national brand ++with scale RETAIL SME Customer-centric Scale to compete PCA & Savings BCA Personal National coverage Financial Mgt. Loans Credit & WCS Digital innovator Card Aggregation Full-service product range 11 IMAGE TO BE REVIEWED FINANCIAL RATIONALE IAN SMITH, CFO 12 FINANCIAL HIGHLIGHTS OF THE TRANSACTION - Annual run-rate cost synergies of c.£120m delivered by end of FY 2021 Significant cost - Additional benefit from avoidance of VMDB future running costs synergies expected - Expect additional value creation from revenue and funding synergies over time - Diversified funding base with >75% customer deposit funding and strong relationship PCA/BCA base Diversified, customer- - Pro forma LDR of 117% led funding model - Clear and manageable path to refinance TFS - Combined balance sheet weighted towards high quality, low risk mortgages (83% of lending) Broad-based, low-risk - Prime credit card portfolio acquired – fills a gap in unsecured offering asset portfolio - Complemented by high quality SME portfolio - Pro forma Day-1 CET1 ratio of >12% Strong pro forma - Significant buffer to regulatory minimum capital requirements capital position - Further upside potential to come from near-term capital optimisation initiatives - Material EPS accretion for all shareholders once full cost synergies are delivered Reinforces delivery of - Expect to perform strongly against existing financial targets financial targets - Strong capital generation supports acceleration of progressive dividend ambitions 13 SIGNIFICANT COST SYNERGIES EXPECTED - Annual run-rate cost synergies of c.£120m expected by end of FY 2021 Total pre-tax - c.30% of run rate synergies delivered by end FY 2019 and c.70% FY 2020 cost synergies c.£120m - Additional benefit from avoidance of VMDB future running costs Network - Optimisation of branch network and associated costs efficiency c.10% - Limited overlap in customer-facing roles Organisational - Remove duplication of senior management roles design c.30% Operational - Remove duplicated central function roles efficiency c.30% - Integration of customer service operating models and increased digitisation - Reduce central function locations Central cost c.30% - Deliver scale efficiencies in IT and optimise 3rd party spend management - Net of incremental trademark licence fees related to Virgin Money brand Synergy quantum and delivery approach aligned to CYBG’s successful Sustain cost efficiency programme 14 CONSERVATIVE COSTS TO ACHIEVE Costs to achieve conservatively estimated Estimated pre-tax - Estimated pre-tax costs to achieve of £240m primarily severance, costs to achieve c.£240m property and resources to support operational and IT integration - Conservatively estimated given commitment to uphold redundancy policies and allowance for phased integration FY 2019 c.1/3rd - Organisational design employee restructuring costs primarily in year 1 - Operational efficiency employee restructuring costs largely FY 2020 c.1/3rd recognised in years 2-3 - Optimisation of branches and office locations to take 2-3 years FY 2021 c.1/3rd - IT integration plan de-risked by product and platform strategy, with phased implementation in years 2 - 3 15 UPSIDE POTENTIAL FROM REVENUE SYNERGIES Brand economics Revenue synergies - Exclusive use of Virgin Money brand for Financial Services in the UK Iconic Virgin brand reach enables national growth - Perpetual agreement - Licence fee of £12m in year 1 with scaled increases thereafter - Strong partnership with Virgin Enterprises Limited (owner of the Customer loyalty provides opportunity for higher sales Virgin brand) conversion and improved customer retention Broader product set available to Virgin Money - Rebranding cost of approximately £60m pre-tax, largely incurred customers driving an increase in products per customer during first 2 years - Majority of costs relate to products, IT and property - Rebranding cost replaces that which would otherwise have been Wider Virgin Group offers enhanced partnership required to scale the B brand more widely opportunities 16 DIVERSIFIED, CUSTOMER-LED FUNDING MODEL Diversified funding base remains(b) Clear funding strategy - Sticky funding base with 77% customer deposit funding, with c.30%
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