Campaign challenges Nationwide building society to be transparent with members regarding the proposed takeover of Virgin Money 

Swindon, UK – The campaign to “Give Nationwide Members a Say on the purchase of Virgin Money” is calling on the Nationwide building society to publish its recent research into members’ attitudes to the proposed acquisition of Virgin Money. It is also asking the society to be transparent with members about any potential downsides if the deal goes ahead, and the full, detailed reasoning as to why a member vote cannot be held. 

Extracts from the research were recently published in the press, but Nationwide did not release the survey in full, including: how the survey was designed to eliminate bias; how the sample was constructed to fairly represent the membership; the context as to how members were approached (e.g. after a successful telephone enquiry, branch visit etc); or the full set of questions and answers. Further, Nationwide has ignored repeated requests for transparency on key issues that matter to members.

The survey “highlights” published by ThisIsMoney on Sunday 21st April 2024 [1] reported that 

  • Over 10,000 members were surveyed
  • Less than half (44%) of survey respondents support the proposed takeover of Virgin Money by the Nationwide building society
  • Almost half (48%) of survey respondents are neutral (or perhaps undecided or uninformed) on key aspects of the deal, but expressed concerns regarding the impact it could have on the society’s product offering  and service levels 
  • 8% of respondents stated they were against the deal

The chairman of Nationwide, Kevin Parry, has issued two letters to members to date, on 7 March 2024 [2] announcing the possibility of a deal, and 21 March 2024 [3], confirming that terms had been reached with Virgin Money for the proposed takeover, which is still subject to a vote of Virgin Money shareholders and regulatory approval.  

Neither of the two letters sent to members (and published on Nationwide’s website) presented any risks, downsides or negative impacts if the proposed deal goes ahead, or if it does not.

The 21 March 2024 letter went on to reassure members that the “acquisition will strengthen Nationwide financially”. However in the detailed takeover documentation [4] published the same day, that was not sent to members, it is clear that Nationwide would be financially weaker from a capital perspective, with a significant decrease in CET1% from 27% to 20%. The Common Equity Tier 1 ratio (CET1%) is a key financial metric that determines the ability of a financial institution to absorb losses.

This financial weakening comes about for two reasons: 

  1. At just 14%, Virgin Money has a much lower CET1 ratio than Nationwide, and so would drag down the average of the potential combined group. 
  2. £2.9 billion of Nationwide’s member equity, and likely £100s of millions more, would be spent post-transaction: integrating Virgin Money, restructuring the combined group and licensing the Virgin brand –  all without a member vote approving the deal, as it currently stands.  

Under regulatory pre-notification requirements, building societies seeking to diversify their business through acquisition (a key reason given by Nationwide’s for pursuing the takeover of Virgin Money) are required to share in advance a detailed board paper with the Prudential Regulatory Authority [5] (PRA, a division of the Bank of England). This board paper must include projected financial statements, key risks and the impact on the capital position of the proposed combined group, as well as an articulation of the costs should the deal not be approved or have to be unwound at a later date. 

The PRA also reminds a building society to “comply with the provisions of section 92A of the Building Societies Act (1986)”. Nationwide has refused to answer requests from members to share the board opinion or legal advice they are relying upon to deny members a vote on the proposed acquisition, which is what is expected under the law [6]. 

The campaign therefore calls on Nationwide to be open and transparent with members so that they can better understand the deal and the process being followed, by:

  • sharing the recent market research in full, including the design, methodology, execution and full results rather than a select few headlines
  • communicating a comprehensive and balanced view of the deal to members ie the risks and costs as well as the benefits of the proposed deal, and the impact to the society if the deal doesn’t complete or has to be unwound at a later date 
  • publishing the board opinion and/or legal advice in full regarding a member vote and the detailed assessment of why S92A of the Building Society Act (1986) doesn’t not apply

Mikael Armstrong, leader of the campaign to “Give Nationwide Members a Say on the purchase of Virgin Money” [7] with nearly 4,000 supporters, commented:

“The recent, selective publication of some results of a survey commissioned by Nationwide asks more questions than it answers, and is unfortunately consistent with Nationwide’s recent cherry-picking of select information instead of being fully transparent with its 16 million members:

  • “Why doesn’t Nationwide publish this market research in full?  
  • “What is Nationwide hiding, or scared of sharing with its members?
  • “How is it that Nationwide has the time and the resources to commission a market research survey of 10,000 members, but can’t put the deal to a simple member vote?
  • “Why is Nationwide not being upfront with members about the cost and risks of the deal, given it’s likely that this information has been prepared and shared with the PRA in some detail, and snippets of information is tucked away in detailed takeover documents that haven’t been sent to all members?
  • “Why is Nationwide claiming that if the deal goes ahead the combined group would be financially stronger, when its own analysis suggests its capital position suggests the opposite?
  • “Why isn’t Nationwide clearly explaining why it thinks it’s acceptable to conduct a limited member survey, but not to put the deal to a vote of all members, as expected under the law?

“Nationwide used to emphasise that it believed in ‘Banking – but fairer, more rewarding, and for the good of society’.  The lack of transparency shown towards the society’s membership regarding this once-in-a-generation deal and its largest acquisition to date does not engender trust or suggest fairness.

“The CEO, the board and management team are gambling on a deal that has not been fully explained or communicated to Nationwide members, denying them the ability to take an informed and balanced view, and rejecting repeated calls for a member vote and a special general meeting to affect the same. 

“With an AGM expected in July, when the entire Nationwide board is expected to be up for re-election, it is critical that the Nationwide board and management responds fully, and in detail, to the pertinent questions and valid concerns expressed by members. I recommend all members consider their voting intentions carefully in the run up to the AGM.”



  1. This Is Money article, 21 April 2024
  2. Chairman’s first letter to members regarding the proposed takeover, 7 March 2024
  3. Chairman’s second letter to members regarding the proposed takeover, 21 March 2024
  4. Nationwide takeover document 2.7
  5. Campaign analysis of PRA Supervision Statement regarding pre-notification requirements
  6. Campaign analysis of S92A of Building Societies Act (1986) suggesting a member vote *IS* required under law
  7. Campaign petition with almost 4,000 signatories   

Contact the campaign to “Give Nationwide Members a Say on the purchase of Virgin Money” by email at:

Learn more about the campaign via the website at: 

Campaign challenges Nationwide building society to be transparent with members regarding the proposed takeover of Virgin Money 

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