REG-Metro Bank Holdings PLC Metro Bank Holdings PLC and Metro Bank PLC Confirm Settlement Date
28/11/2023 17:45
============
Metro Bank Holdings PLC (MTRO)
Metro Bank Holdings PLC and Metro Bank PLC Confirm Settlement Date
28-Nov-2023 / 17:39 GMT/BST
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Metro Bank Holdings PLC (LSE: MTRO LN)
28 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 CONFIRM SETTLEMENT DATE
THIS ANNOUNCEMENT IS ONLY FOR DISTRIBUTION OR TO BE MADE AVAILABLE (A) IN
THE UNITED STATES, TO (X) “QUALIFIED INSTITUTIONAL BUYERS” WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT AND (Y) “ACCREDITED
INVESTORS” AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES
ACT (AS DEFINED BELOW) 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”)
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”)
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 £350,000,000 Fixed Rate
Reset Callable Notes due 8 October 2025 (ISIN: XS2063492396; Common Code:
206349239) (the “Existing MREL Notes”) and the Bank’s £250,000,000 Fixed
Rate Subordinated Notes due 26 June 2028 (ISIN: XS1844097987; Common Code:
184409798) (the “Existing Tier 2 Notes” and together with the Existing
MREL Notes, the “Notes”) (the “Debt Refinancing”). Completion of the
Equity Raise, the New MREL Notes Raise and the Debt Refinancing are
inter-conditional (together, they are referred to herein as the
“Transaction”).
On 7 November 2023, the Company and the Bank gave separate notices of
written resolution (each a “Written Resolution”) requesting that the
holders (the “Noteholders”) of the relevant Notes consent by way of the
relevant Written Resolution to the Debt Refinancing as it affected their
respective Notes.
On 15 November 2023, the Company and the Bank announced that the Written
Resolutions had been duly executed by the registered holder of the
relevant Notes on 15 November 2023.
On 27 November 2023, the Company announced the passing of the shareholder
resolutions necessary to approve the Equity Raise.
Each of the Company and the Bank today announce that the Effectiveness
Conditions in respect of each series of the Notes have been satisfied,
payment of subscription funds have been made by investors to the Company
in respect of the Equity Raise and the New MREL Notes Raise and all other
conditions in respect of the Transaction have been satisfied. Accordingly,
subject only to Admission (as defined below), the Settlement Date of the
Transaction (including the Equity Raise, the New MREL Notes Raise and the
Debt Refinancing) shall be 30 November 2023.
Application for admission of the new ordinary shares as part of the Equity
Raise to the premium listing segment of the Official List of the Financial
Conduct Authority and to trading on the London Stock Exchange plc’s Main
Market (“Admission”) has been made and is expected to become effective and
unconditional dealings are expected to commence at 8.00 a.m. (London time)
on 30 November 2023.
Enquiries
For more information, please contact:
Metro Bank Investor Relations
Jo Roberts
+44 (0) 20 3402 8900
1 IR@metrobank.plc.uk
Metro Bank Media Relations
Tina Coates / Mona Patel
+44 (0) 7811 246016 / +44 (0) 7815 506845
2 pressoffice@metrobank.plc.uk
Teneo
Charles Armitstead / Haya Herbert Burns
+44 (0)7703 330269 / +44 (0) 7342 031051
3 metrobank@teneo.com
ENDS
About Metro Bank
Metro Bank services 2.8 million customer accounts and is celebrated for
its exceptional customer experience. It remains one of the highest rated
high street banks for overall service quality for personal customers and
the best bank for service in-store for personal and business customers, in
the Competition and Markets Authority’s Service Quality Survey in August
2023. Metro Bank has also been awarded “2023 Best Lender of the Year – UK”
in the M&A Today, Global Awards, “Best Mortgage Provider of the Year” in
2022 MoneyAge Mortgage Awards, “Best Business Credit Card” in 2022
Moneynet Personal Finance Awards, “Best Business Credit Card 2022”, Forbes
Advisor, “Best Current Account for Overseas Use” by Forbes 2022 and
accredited as a top ten Most Loved Workplace 2023. It was “Banking Brand
of The Year” at the Moneynet Personal Finance Awards 2021 and received the
Gold Award in the Armed Forces Covenant’s Employer Recognition Scheme
2021.
The community bank offers retail, business, commercial and private banking
services, and prides itself on giving customers the choice to bank
however, whenever and wherever they choose, and supporting the customers
and communities it serves. Whether that’s through its network of 76 stores
open seven days a week, 362 days a year; on the phone through its UK-based
contact centres; or online through its internet banking or award-winning
mobile app, the bank offers customers real choice.
Metro Bank Holdings PLC (registered in England and Wales with company
number 14387040, registered office: One Southampton Row, London, WC1B 5HA)
is the listed entity and holding company of Metro Bank PLC.
Metro Bank PLC (registered in England and Wales with company number
6419578, registered office: One Southampton Row, London, WC1B 5HA) is
authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and Prudential Regulation Authority.
‘Metrobank’ is a registered trademark of Metro Bank PLC. Eligible
deposits are protected by the Financial Services Compensation Scheme. For
further information about the Scheme refer to the FSCS website
4 www.fscs.org.uk. All Metro Bank products are subject to status and
approval.
Metro Bank is an independent UK bank – it is not affiliated with any other
bank or organisation (including the METRO newspaper or its publishers)
anywhere in the world. Please refer to Metro Bank using the full name.
Important Notices
This announcement has been issued by and is the sole responsibility of
Metro Bank. 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.
Neither the content of Metro Bank’s website nor any website accessible by
hyperlinks on Metro Bank’s website is incorporated in, or forms part of,
this announcement.
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 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.
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.
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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: MSCM
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.: 287843
EQS News ID: 1783825
End of Announcement EQS News Service
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References
Visible links
1. mailto:IR@metrobank.plc.uk
2. mailto:pressoffice@metrobank.plc.uk
3. mailto:metrobank@teneo.com
4. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=ac50e6f85dfb73f4fd992d1146c5a526&application_id=1783825&site_id=refinitiv&application_name=news
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