REG-Metro Bank Holdings PLC Metro Bank Holdings PLC and Metro Bank PLC Announces Settlement of the Transaction

Metro Bank HoldingsAnnouncement

30/11/2023 15:45

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   Metro Bank Holdings PLC (MTRO)
   Metro Bank Holdings PLC and Metro Bank PLC Announces Settlement of the
   Transaction

   30-Nov-2023 / 15:37 GMT/BST

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                                       Metro Bank Holdings PLC (LSE: MTRO LN)

                                                             30 November 2023

    

    

   Metro Bank Holdings PLC

   Legal Entity Identifier: 984500CDDEAD6C2EDQ64

   Metro Bank PLC

   Legal Entity Identifier: 213800X5WU57YL9GPK89

    

     METRO BANK HOLDINGS PLC AND METRO BANK PLC ANNOUNCES SETTLEMENT OF THE
                                  TRANSACTION

                                        

   NOTHING IN THIS ANNOUNCEMENT CONSTITUTES  OR CONTEMPLATES AN OFFER OF,  AN
   OFFER TO PURCHASE OR  THE SOLICITATION OF AN  OFFER TO SELL SECURITIES  IN
   THE UNITED STATES OR  ANY OTHER JURISDICTION.  THE SECURITIES REFERRED  TO
   HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED  STATES
   SECURITIES ACT OF 1933 (THE “SECURITIES  ACT”), OR THE SECURITIES LAWS  OF
   ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.

   THIS ANNOUNCEMENT IS ONLY FOR DISTRIBUTION OR TO BE MADE AVAILABLE (A)  IN
   THE UNITED STATES, TO “QUALIFIED INSTITUTIONAL BUYERS” WITHIN THE  MEANING
   OF RULE  144A UNDER  THE SECURITIES  ACT AND  (B) TO  PERSONS LOCATED  AND
   RESIDENT  OUTSIDE  THE  UNITED  STATES.  THIS  ANNOUNCEMENT  IS  NOT   FOR
   DISTRIBUTION IN  OR INTO  AUSTRALIA, CANADA,  JAPAN, SOUTH  AFRICA OR  ANY
   OTHER JURISDICTION  IN  WHICH SUCH  DISTRIBUTION  WOULD BE  PROHIBITED  BY
   APPLICABLE LAW.

                            METRO BANK HOLDINGS PLC

    (incorporated under the Companies Act 2006 and registered in England and
                     Wales with registered number 14387040)

                                (the “Company”)

                               in respect of the
        £350,000,000 Fixed Rate Reset Callable Notes due 8 October 2025

                  (ISIN: XS2063492396; Common Code: 206349239)
                          (the “Existing MREL Notes”)

                                      and

                                 METRO BANK PLC

    (incorporated under the Companies Act 2006 and registered in England and
                     Wales with registered number 06419578)

            (the “Bank” and together with the Company, “Metro Bank”)

                               in respect of the
          £250,000,000 Fixed Rate Subordinated Notes due 26 June 2028

                  (ISIN: XS1844097987; Common Code: 184409798)
                         (the “Existing Tier 2 Notes”)

   On 8 October 2023, the Company announced that it had obtained  commitments
   from existing  shareholders  and other  investors  to subscribe  for  £150
   million of new equity (the  “Equity Raise”) and from existing  noteholders
   to subscribe for £175 million of  new fixed rate reset callable notes  due
   2029 to be issued by the Company  (the “New MREL Notes Raise”) and a  debt
   refinancing package in respect  of the Company’s  Existing MREL Notes  and
   the Bank’s Existing  Tier 2  Notes (the “Debt  Refinancing” and,  together
   with the Equity Raise and the New MREL Notes Raise, the “Transaction”).

   The Company, earlier today on  30 November 2023, announced the  successful
   completion of the Equity Raise.

   Metro Bank is now pleased to announce the successful completion of the New
   MREL Notes Raise and the Debt Refinancing resulting in:

    a. the issuance of the Company’s new £525,000,000 12 per cent. Fixed Rate
       Reset Callable Notes due 2029 (Regulation S Notes ISIN:  XS2720120596;
       Rule 144A Notes ISIN: XS2720120679) and the Company’s new £150,000,000
       14 per cent.  Fixed Rate  Reset Callable Subordinated  Notes due  2034
       (Regulation  S  Notes  ISIN:   XS272012113;  Rule  144A  Notes   ISIN:
       XS2720120919); and
    b. the redemption of the Existing MREL Notes and the New Tier 2 Notes.

   Accordingly, settlement of the Transaction is now complete.

   Application for admission of the New MREL  Notes and the New Tier 2  Notes
   to the Official List of the Financial Conduct Authority and to trading  on
   the London Stock Exchange plc’s Main Market has been made and is  expected
   to become effective on 1 December 2023.

   Further Information

   Any questions relating  to this  Announcement or  the Written  Resolutions
   should be addressed as follows:

   Kroll Issuer Services Limited
   The Shard
   32 London Bridge Street
   London SE1 9SG
   United Kingdom

   Email:   1 metrobank@is.kroll.com
   Offer Website:  2 https://deals.is.kroll.com/metrobank

   Tel:                 +44 20 7704 0880

   Attention:         David Shilson

   Metro Bank Investor Relations

   Jo Roberts

   +44 (0) 20 3402 8900

    3 IR@metrobank.plc.uk

   Metro Bank Media Relations

   Tina Coates / Mona Patel

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

    4 pressoffice@metrobank.plc.uk

   Teneo

   Charles Armitstead / Haya Herbert Burns

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

    5 metrobank@teneo.com

   Dated: 30 November 2023

                                      ENDS

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   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   ISIN:           GB00BMX3W479
   Category Code:  MSCH
   TIDM:           MTRO
   LEI Code:       984500CDDEAD6C2EDQ64
   OAM Categories: 3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   288989
   EQS News ID:    1786949


    
   End of Announcement EQS News Service

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    6 fncls.ssp?fn=show_t_gif&application_id=1786949&application_name=news&site_id=reuters9

References

   Visible links
   1. mailto:metrobank@is.kroll.com
   2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=68f6b65b118c640d0ce0ed274bd814bc&application_id=1786949&site_id=reuters9&application_name=news
   3. mailto:IR@metrobank.plc.uk
   4. mailto:pressoffice@metrobank.plc.uk
   5. mailto:metrobank@teneo.com


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