REG - Metro Bank Holdings - Metro Bank Announces Successful Capital Package

Metro Bank HoldingsAnnouncement

09/10/2023 07:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231009:nRSI0531Pa&default-theme=true

RNS Number : 0531P  Metro Bank Holdings PLC  09 October 2023

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
METRO BANK HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF REGULATION (EU) NO. 596/2014 ON MARKET ABUSE, AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

 

 

Metro Bank Holdings PLC (LSE: MTRO LN)

8 October 2023

 

 

Metro Bank Holdings PLC ("Metro Bank") (the "Company")

 

Legal Entity Identifier: 984500CDDEAD6C2EDQ64

 

Metro Bank Announces Successful Capital Package: £325m Capital Raise and
£600m Debt Refinancing

 

Highlights

 

·    Secured £325m capital raise, comprising £150m of new equity and
£175m of new MREL issuance, alongside £600m of debt refinancing, enhancing
balance sheet strength and accelerating earnings potential.

·    Capital Package significantly strengthens CET1 ratio, takes Metro
Bank out of the CRD IV Combined Buffer and is expected to support Metro Bank's
delivery of RoTE in excess of 9% in 2025 and low double-digit to mid-teens
thereafter over the medium term.

·    Delivers a pro forma 30 June 2023 CET1 ratio in excess of 13% and
MREL ratio in excess of 21.5%.

·    Provides opportunity to grow assets significantly over the coming
years, via a gradual shift in asset side growth towards specialist mortgages
and commercial lending to optimise risk adjusted returns; supported by
continued success in raising deposits and driving current account growth.

·    Equity raise led by Spaldy Investments Limited, Metro Bank's largest
shareholder, which is contributing £102m. Spaldy Investments Limited will
become the controlling shareholder of Metro Bank upon completion of the
Transaction with a c.53% shareholding.

·    Refinancing extends the call date of the existing MREL Senior
Instrument to 2028.

·    In discussions regarding an asset sale of up to £3bn of residential
mortgages which are expected to reduce RWAs by c.£1bn (assuming a c.£3bn
Asset Sale), increase Metro Bank's CET1 ratio and be earnings accretive in
2024, subject to pricing.

·    Continued positive trading in Q3 2023, made a statutory profit after
tax and continued momentum in Personal and Business Current Account growth and
customer acquisition.

·    The Capital Package also allows Metro Bank to continue to evolve its
products and services to meet the banking needs of its customers both
digitally and in-store.

·    The Capital Package is subject to certain customary conditions and
regulatory approvals.

 

 

Daniel Frumkin, Chief Executive Officer at Metro Bank, said:

 

"Today's announcement marks a new chapter for Metro Bank, facilitating the
delivery of continued profitable growth over the coming years. Metro Bank made
a statutory profit after tax in Q3 2023, and continues to demonstrate ongoing
momentum as we strive towards our ambition to be the UK's number one community
bank.

 

Our strong franchise is underpinned by our loyal customer base and engaged
colleagues and we will continue to develop the Metro Bank offer to provide the
digital and physical banking services our customers expect. We thank our
shareholders and noteholders for their continuing support of Metro Bank and
our customers."

 

Jaime Gilinski Bacal, founder of Spaldy Investments Limited, said:

 

"I have been an active investor in Metro Bank since 2019.  The opportunity to
become the Bank's major shareholder is driven by my belief in the need for
physical and digital banking underpinned by a focus on exceptional customer
service.  I believe that the package announced today enables the Bank to
pursue growth and build on the foundational work undertaken over the past
three years."

 

 

Update on Recent Trading

 

Metro Bank made a statutory profit after tax in Q3 2023 with continued
momentum in Personal and Business Current Account growth and customer
acquisition, in line with expectations. The Company's Q3 2023 trading update
will be published in early November 2023.

 

Agreed Capital Package

 

Metro Bank announces that it has secured a £325m capital raise and £600m
debt refinancing package (the "Transaction" or the "Capital Package"),
provided primarily by existing shareholders and noteholders, and new
investors, which underpins the financial stability of the Company with growth
capital to support Metro Bank's continued progress. The Transaction (before
the benefit of the Asset Sale (see below)) will increase the Bank's CET1
capital by approximately £200m, resulting in a pro forma CET1 ratio as of 30
June 2023 in excess of 13%, and extends the maturity profile of the Company's
debt securities to April 2029 (for the new MREL Senior Instrument referred to
below) and April 2034 (for the new Tier 2 instrument referred to below). The
pro forma MREL ratio would have been at least 21.5% as at 30 June 2023 and
remains above Metro Bank's minimum regulatory capital requirements (including
the CRD IV Combined Buffer).

 

As part of the Transaction, a number of existing shareholders have given
commitments to provide £150m of new equity (the "Equity Raise"), and a number
of existing noteholders have committed to subscribe for £175m at par value in
a new MREL senior instrument maturing April 2029 (call date April 2028) to be
issued by Metro Bank Holdings PLC (the "new MREL Senior Instrument") (the "new
MREL Raise").

 

The liability management exercise via consent solicitation has secured 100%
support from noteholders identified and is expected to reach 75% voting
thresholds required for 100% noteholder participation involving the £250m
fixed rate reset callable subordinated notes due June 2028 issued by Metro
Bank plc (the "Tier 2 Instrument") and the £350m fixed rate senior notes due
October 2025 issued by the Company (the "MREL Senior Instrument") (the "Debt
Refinancing").

 

The Debt Refinancing involves:

 

·    a 40% haircut on the notional amount of the Tier 2 Instrument, rising
to 45% if 75% (by value) of noteholders of the Tier 2 Instrument do not enter
into lock-up agreements supporting the Debt Refinancing by 13 October 2023,
resulting in an increase to Metro Bank's CET1 capital of up to £100m
(assuming the 40% haircut);

·    the exchange of the balance of the notional amount of the Tier 2
Instrument on a par for par basis for a new subordinated 10NC5 Tier 2
instrument to be issued by Metro Bank Holdings PLC with a coupon of 14%, a
call date of April 2029 and a maturity date of April 2034; and

·    the 100% (falling to 95% % if 75% (by value) of noteholders of the
MREL Senior Instrument do not enter into lock-up agreements supporting the
Debt Refinancing by 13 October 2023) exchange of the existing MREL Senior
Instrument on a par for par basis into the New MREL Senior Instrument.

 

Metro Bank expects the Transaction to complete in Q4 2023.

 

Separate to the Transaction, the Company is in discussions regarding an asset
sale of up to £3bn of residential mortgages (the "Asset Sale") consistent
with the successful similar transaction executed in December 2020. The Asset
Sale is expected to be CET1 ratio and MREL ratio accretive, reducing RWAs by
c.£1bn (assuming a c.£3bn Asset Sale) and allowing Metro Bank to reinvest
proceeds into cash at a higher yield, subject to pricing.

 

The Transaction and Asset Sale will put Metro Bank in a strong position to
accelerate earnings growth. Metro Bank is expected to deliver a RoTE in excess
of 9% in 2025 and low double-digit to mid-teens thereafter over the medium
term.

 

Details of the Capital Package

 

The Capital Package comprises three key elements: the Equity Raise, the new
MREL Raise and the Debt Refinancing.

 

1)    Equity Raise

 

·    £150m firm placing at 30p per share, underpinned by equity
commitments from a number of existing shareholders and new investors.

·    To complete in Q4 2023, subject to shareholder approval.

·    The Equity Raise has been led by Spaldy Investments Limited, Metro
Bank's largest shareholder, which is contributing £102m. Spaldy Investments
Limited will become the controlling shareholder of Metro Bank upon completion
of the Transaction with a c.53% shareholding. Spaldy Investments Limited, a
shareholder in Metro Bank since 2019, is run by Jaime Gilinski Bacal. As part
of its investment, Spaldy Investments Limited will enter into a relationship
agreement with Metro Bank governing its ongoing relationship in accordance
with the Listing Rules.

·    The Equity Raise includes a subscription by Daniel Frumkin, Chief
Executive Officer at Metro Bank, of up to £2m. Under Listing Rule 11.1.10R,
the participation in the Equity Raise by Daniel Frumkin constitutes a smaller
related party transaction and as such does not require the approval of
independent ordinary shareholders of the Company.

·    The Equity Raise includes a subscription by James Hopkinson, Chief
Financial Officer at Metro Bank, of up to £60,000.

·    The shares will be issued at a price of 30 pence per share, which
represents a discount to the current market price of the shares. This will
result in the issued ordinary share capital of the Company increasing.
Consequently, a holder of the shares will experience material dilution with
respect to its relative ownership interest in the Company.

 

2)    Debt Refinancing and Maturity Extension

 

·    Liability management exercise via consent solicitation securing 100%
support from bondholders identified and expected to reach 75% voting
thresholds required for 100% noteholder participation in:

o  A 40% haircut, rising to 45% if 75% (by value) of noteholders of the Tier
2 Instrument do not enter into lock-up agreements supporting the Debt
Refinancing by 13 October 2023, on the existing £250m Metro Bank Tier 2
Instrument, combined with a 60% notional exchange into a new Holdings 10NC5
Tier 2 Instrument at a 14% coupon; and

o  A 100% (falling to 95% % if 75% (by value) of noteholders of the MREL
Senior Instrument do not enter into lock-up agreements supporting the Debt
Refinancing by 13 October 2023) notional exchange on the existing £350m MREL
Senior Instrument for a new MREL Senior Instrument at a 12% coupon.

·    To complete in Q4 2023 subject to noteholder approval.

 

 

3)    New MREL Raise

 

·    £175m of new fixed-rate senior non-preferred notes in 6NC5 format
with a coupon of 12% upsizing the senior MREL Instrument exchange and raised
with the support of existing investors.

·    To complete in Q4 2023, subject to noteholder approval.

 

 

The Equity Raise, new MREL Raise and Debt Refinancing are inter-conditional
and are subject to shareholder, noteholder approval as well as a number of
additional conditions. Shareholder approvals will include special and ordinary
resolutions, together with an ordinary resolution of the independent
shareholders (being those not participating in the Equity Raise) to approve a
waiver of Rule 9 of the City Code on Takeovers and Mergers.

 

Asset Sale

 

In addition, Metro Bank is in discussions to execute the Asset Sale, which
will further enhance its capital ratios.

 

·    Metro Bank is in discussions regarding the sale of up to £3bn of
residential mortgages in Q4 2023.

·    The sale is expected to be CET1 ratio and MREL ratio accretive,
reducing RWAs by c.£1bn (assuming a c.£3bn Asset Sale) and allowing Metro
Bank to reinvest proceeds into cash at a higher yield, subject to pricing.

 

Morgan Stanley is acting as Lead Financial Adviser, Debt Financial Adviser and
Asset Sale Adviser. RBC Capital Markets is acting as Financial Adviser,
Sponsor and Sole Bookrunner on the Equity Raise. Moelis is acting as Debt
Financial Adviser. Linklaters LLP is acting as Legal Adviser.

 

Background to and rationale for the Capital Package

 

Metro Bank was founded in 2010 as the first full-service, independent, new
high street bank to open in the UK in more than 150 years. The Company seeks
to become the number one community bank in the UK and uses a disruptive,
service-led, deposit-driven funding model and a customer service proposition
that emphasises simple, straightforward banking in order to turn its customers
into "FANS" (customers who recommend someone to bank with the Company).

 

Metro Bank has built a platform with scalable and robust infrastructure, while
staying true to the Company's community banking model. However, current
capital levels constrain the Company's ability to grow lending balances
significantly in the near term.

 

Metro Bank's existing £350m MREL Senior Instrument has a first call date of
October 2024. After this date this instrument is no longer MREL eligible, at
which point absent the Transaction, or another form of capital solution, Metro
Bank would expect to fall below MREL minima. The new MREL Senior Instrument to
be issued to the holders of the existing £350m MREL Senior Instrument and the
investors participating in the £175m MREL Raise as part of the Transaction
will have a later call date of April 2028. The existing £250m Tier 2
Instrument, which is issued by Metro Bank plc, will be replaced by a new Tier
2 instrument issued by Metro Bank Holdings PLC with a later call date of April
2029.

 

The Board of Metro Bank believes that subject to easing of capital
constraints, there is opportunity for the Company to grow assets significantly
over the coming years. The envisioned growth strategy includes a gradual shift
in asset side growth towards specialist mortgages and commercial lending to
maximise risk adjusted returns and would be supported by continued success in
raising deposits and driving current account growth, with planned store
openings in the North of England further supporting expansion of Metro Bank's
customer base.

 

The Company expects to deliver 1  (#_ftn1) :

 

·    Asset rotation towards specialist mortgages (with average LTVs
assumed to be in-line or below current profile) and commercial lending

o  Loan book contraction in 2023E owing to the portfolio sale; double digit
CAGR from 2024E to 2028E driven by shift towards specialist mortgages and
commercial lending

·    Overall deposit balances are expected to experience low to mid-single
digit growth in 2025E and 2026E

o  An increase in share of Instant Access and cash ISA products is expected
over time. Current account balances are still expected to grow notwithstanding
the recent increase in deposit outflow rates in advance of the announcement of
the Capital Package

·    NIM step up approaching 3% in 2026E

o  Steady growth in 2024E NIM supported by the loan portfolio sale whereby
additional cash is redeployed into treasury portfolio at higher yields

·    Cost reduction plan launched in Q4 2023, cost savings of £30M
assumed per year (75% phasing in 2024E and 100% phasing from 2025E onwards)
with a 40% restructuring cost expensed in 2023E. Low single digit operating
cost growth y-o-y after the cost reduction plan as the bank benefits from
significant economies of scale

o  Cost:income ratio will continue to reduce y-o-y but expected to remain
above 60% until 2027E

·    RoTE in excess of 9% in 2025 and low double-digit to mid-teens
thereafter over the medium term

·    40% blended risk weight

·    Transaction results in an illustrative pro forma 30 June 2023 CET1
ratio in excess of 13% and MREL Ratio in excess of 21.5%

 

 

Spaldy Investments Limited

 

Spaldy Investments Limited, which currently has a 9.2% shareholding in Metro
Bank, is owned and controlled by Mr Jaime Gilinski Bacal, who has had
long-term investments in the banking sector including in Latin America, Spain
and the UK.

 

Timetable

 

·    Publication of a prospectus and shareholder circular in the coming
weeks.

·    Launch of consent solicitation process in respect of the Debt
Refinancing and documentation of the new MREL Raise in the coming weeks.

·    Expected completion of the Capital Package in Q4 2023.

·    Further announcements will be made in due course.

 

Conditions of the Capital Package

 

The Capital Package is subject to a number of conditions, which include:

 

·    Interconditionality between the Equity Raise, new MREL Raise and the
Debt Refinancing. Metro Bank has received commitments from shareholders for
the Equity Raise and commitments from investors for the £175m MREL issuance;
and expects to receive over 75% approval from debtholders for the debt
refinancing (enabling 100% take-up of the debt refinancing);

·    Shareholder approval of the Equity Raise (special and ordinary
resolutions), including independent shareholder approval (ordinary resolution
of independent shareholders) of a Rule 9 waiver for the purposes of the City
Code on Takeovers and Mergers;

·    Approval of the consent solicitations for the Debt Refinancing by the
requisite majorities of the holders of the existing MREL Senior Instrument and
Tier 2 Instrument. Note Metro Bank has received 100% support from noteholders
identified and expects to achieve the 75% voting thresholds required for 100%
noteholder participation (enabling 100% take-up of the debt refinancing);

·    Formal PRA Change of Control approval for Spaldy Investments Limited
having been received; and

·      Formal PRA notifications and permissions having been made and
granted, as applicable.

 

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 (which forms part of UK law pursuant to the European Union
(Withdrawal) Act 2018) and was authorised for release by Clare Gilligan,
Company Secretary.

 

For more information, please contact:

 

Metro Bank Investor Relations

Jo Roberts

+44 (0) 20 3402 8900

IR@metrobank.plc.uk (mailto:IR@metrobank.plc.uk)

 

Metro Bank Media Relations

Tina Coates / Mona Patel

+44 (0)7811 246016 / +44 (0) 7815 506845

pressoffice@metrobank.plc.uk (mailto:pressoffice@metrobank.plc.uk)

 

Teneo

Charles Armitstead / Haya Herbert Burns

+44 (0)7703 330269 / +44 (0) 7342 031051

Metrobank@teneo.com (mailto:Metrobank@teneo.com)

 

Morgan Stanley

Lead Financial Adviser

Paul Miller / Colm Donlon / Nishil Bhagani / Matthew Jarman

Debt Financial Adviser

Alex Menounos / Matteo Benedetto / Charles-Antoine Dozin

Asset Sale Adviser

Noreen Whyte / Tristan Collier

+44 (0)20 7425 8000

 

RBC Capital Markets

Financial Adviser, Sponsor, Bookrunner and Corporate Broker

Oliver Hearsey / Elliot Thomas / Kathryn Deegan

+44 (0)20 7653 4000

 

Moelis & Company

Debt Financial Adviser

Matthew Prest

+44 (0)207 634 3567

 

 

 

IMPORTANT NOTICES

 

This announcement has been issued by and is the sole responsibility of the
Company. The information  contained in this announcement is for background
purposes only and does not purport to be full or  complete. No reliance may
or should be placed by any person for any purpose whatsoever on the
information contained in this announcement or on its accuracy or completeness.
The information in this announcement is subject to change.

 

A copy of the Prospectus and Circular, once published, will be available on
the Company's website at https://www.metrobankonline.co.uk. Neither the
content of the Company's website nor any website accessible by hyperlinks on
the Company's website is incorporated in, or forms part of, this announcement.
The Prospectus and Circular will provide further details of the Transaction,
including securities being issued pursuant to the Equity Raise and the Debt
Refinancing.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement does
not contain or constitute an offer for sale or the solicitation of an offer to
purchase securities in the United States. No securities referred to herein
have been or will be registered under the US Securities Act of 1933 (the
"Securities Act") or under any securities laws of any state or other
jurisdiction of the United States and such securities may not be offered,
sold, taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, within the United States except pursuant to an
applicable exemption from or in a transaction not subject to the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. No
public offering of securities is being made in the United States. No
securities referred to herein, nor this announcement nor any other document
connected with the proposed transactions referred to herein has been or will
be approved or disapproved by the United States Securities and Exchange
Commission or by the securities commissions of any state or other jurisdiction
of the United States or any other regulatory authority, and none of the
foregoing authorities or any securities commission has passed upon or endorsed
the merits of the proposed transactions or the securities referred to herein
or the adequacy of this announcement or any other document connected with the
proposed transactions referred to herein. Any representation to the contrary
is a criminal offence in the United States.

 

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase or
subscribe for, or any solicitation to purchase or

subscribe for any securities in any jurisdiction. No offer or invitation to
purchase or subscribe for, or any solicitation to purchase or subscribe for,
any securities will be made in any jurisdiction in which such an offer or
solicitation is unlawful. The information contained in this announcement is
not for release, publication or distribution to persons in the United States
or Australia, Canada, Japan, the People's Republic of China or South Africa,
and should not be distributed, forwarded to or transmitted in or into any
jurisdiction, where to do so might constitute a violation of local securities
laws or regulations.

 

No representations or warranties, express or implied, are made as to, and no
reliance should be placed

on, the accuracy, fairness or completeness of the information presented or
contained in this release.

This release contains certain forward-looking statements, which are based on
current assumptions and estimates by the management of the Company. Past
performance cannot be relied upon as a guide to future performance and should
not be taken as a representation that trends or activities underlying past
performance will continue in the future. Such statements are subject to
numerous risks and uncertainties that could cause actual results to differ
materially from any expected future results in forward-looking statements.
These risks may include, for example, changes in the global economic
situation, and changes affecting individual markets and exchange rates.

 

The Company provides no guarantee that future development and future results
achieved will correspond to the forward-looking statements included here and
accepts no liability if they should fail to do so. Neither the Company nor any
of its advisers undertakes any obligation to update these forward-looking
statements or to publicly release any revisions that may be made to these
forward-looking statements, which may result from events or circumstances
arising after the date of this release.

 

This release is for informational purposes only and does not constitute or
form part of any invitation or inducement to engage in investment activity,
nor does it constitute an offer or invitation to buy any

securities, in any jurisdiction including the United States, or a
recommendation in respect of buying,

holding or selling any securities.

 

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the

Financial Conduct Authority ("FCA") and not a prospectus and not an offer to
sell, or a solicitation of an offer to subscribe for or to acquire securities.
Neither this announcement nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not purchase or subscribe for any
transferable securities referred to in this announcement except on the basis
of information contained in the Prospectus to be published by the Company in
due course.

 

RBC Europe Limited (trading as "RBC Capital Markets"), which is authorised by
the Prudential Regulatory Authority (the "PRA") and regulated by the FCA and
the PRA in the United Kingdom, is acting exclusively for Metro Bank Holdings
PLC and for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than Metro Bank
Holdings PLC for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this announcement.
Neither RBC Capital Markets nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client in connection with the subject
matter of this announcement, any statement contained herein or otherwise.

 

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is
authorised by the PRA and regulated by the FCA and the PRA in the United
Kingdom, is acting exclusively for Metro Bank Holdings PLC and for no one else
in connection with the subject matter of this announcement. Morgan Stanley,
its affiliates and their respective directors, officers, employees and agents
will not regard any other person as their client, nor will they be responsible
to anyone other than Metro Bank Holdings PLC for providing the protections
afforded to clients of Morgan Stanley nor for providing advice in connection
with the contents of this announcement or any matter referred to herein or
otherwise.

 

Moelis & Company UK LLP ("Moelis & Company"), which is authorised and
regulated by the FCA in the UK, is acting as exclusive financial adviser to
Metro Bank Holdings PLC and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than Metro Bank Holdings PLC for providing the protections afforded to clients
of Moelis & Company nor for providing advice in connection with the
matters referred to herein. Neither Moelis & Company nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Moelis & Company in
connection with this announcement, any statement contained herein or
otherwise.

 

 

Cautionary statement regarding forward-looking statements

 

This announcement contains forward-looking statements, including with respect
to financial information, that are based on current expectations or beliefs,
as well as assumptions about future events. These forward-looking statements
can be identified by the fact that they do not relate only to historical or
current facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could", "is confident", or other
words of similar meaning. Undue reliance should not be placed on any such
statements because they speak only as at the date of this announcement and, by
their very nature, they are subject to known and unknown risks and
uncertainties and can be affected by other factors that could cause actual
results, and the Company's plans and objectives, to differ materially from
those expressed or implied in the forward-looking statements. No
representation or warranty is made that any forward-looking statement will
come to pass.

 

You are advised to read the Prospectus and Circular in their entirety, and, in
particular, the section of the Prospectus headed "Risk Factors", for a further
discussion of the factors that could affect the Company's future performance
and the industry in which it operates. In light of these risks, uncertainties
and assumptions, the events described in the forward-looking statements,
including statements regarding prospective financial information, in this
announcement may not occur. These statements are not fact and should not be
relied upon as being necessarily indicative of future results, and readers of
this announcement are cautioned not to place undue reliance on the
forward-looking statements, including those regarding prospective financial
information.

 

No statement in this announcement is intended as a profit forecast, and no
statement in this announcement should be interpreted to mean that underlying
operating profit for the current or future financial years would necessarily
be above a minimum level, or match or exceed the historical published
operating profit or set a minimum level of operating profit.

 

Neither the Company nor any of its advisers is under any obligation to update
or revise publicly any

forward-looking statement contained within this announcement, whether as a
result of new information, future events or otherwise, other than in
accordance with their legal or regulatory obligations (including,  for the
avoidance of doubt, the Prospectus Regulation Rules, the Listing Rules and
Disclosure Guidance and Transparency Rules).

 

 1  (#_ftnref1)            Note: Including the benefit of the Asset
Sale.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DOCDGBDGSSGDGXI