REG-Metro Bank Holdings PLC Metro Bank is pleased to announce receipt of over 75% support commitments from Tier 2 and MREL noteholders for Debt Refinancing

Metro Bank HoldingsAnnouncement

11/10/2023 12:30

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   Metro Bank Holdings PLC (MTRO)
   Metro Bank is pleased to announce receipt of over 75% support commitments
   from Tier 2 and MREL noteholders for Debt Refinancing

   11-Oct-2023 / 12:24 GMT/BST

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   NOT FOR PUBLICATION, RELEASE OR  DISTRIBUTION, DIRECTLY OR INDIRECTLY,  IN
   WHOLE OR IN PART IN, OR  INTO ANY 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)

                                                              11 October 2023

    

    

   Metro Bank Holdings PLC (“Metro Bank”)

    

   Legal Entity Identifier: 984500CDDEAD6C2EDQ64

    

   Metro Bank is pleased to announce receipt of over 75% support commitments
           from Tier 2 and MREL noteholders for its Debt Refinancing

                                        

   Further to the announcement on 8 October 2023 by Metro Bank of the Capital
   Package (Metro Bank Announces Successful Capital Package: £325m Capital
   Raise and £600m Debt Refinancing) (“8 October 2023 Announcement”), Metro
   Bank today is pleased to announce that:

    

     • holders of over 75% by value of the £250m fixed rate reset callable
       subordinated notes due June 2028 issued by Metro Bank plc (the “Tier 2
       Instrument”); and
     • holders of over 75% by value of the £350m fixed rate senior notes due
       October 2025 issued by Metro Bank (the “MREL Senior Instrument”),

    

   have entered into the lock-up agreement to support the Transaction set out
   in the 8 October 2023 Announcement. Consequently, the required number of
   holders of both the Tier 2 Instrument and the MREL Senior Instrument are
   committed to support written resolutions to approve the Debt Refinancing.
   Support for the Debt Refinancing is one of the key pillars to the
   implementation of the Transaction set out in the 8 October 2023
   Announcement.

    

   The early participation incentives described in the Debt Refinancing shall
   apply to all holders, subject to completion of the Transaction.

    

   Metro Bank has appointed Kroll Issuer Services to act as lock-up agent.
   Holders of the Tier 2 Instrument and MREL Senior Instrument are requested
   to send any accession or transfer materials to the lock-up agent using the
   details below:

    

   Kroll Issuer Services

   Attention: David Shilson

   Email: metrobank@is.kroll.com

   Telephone: + 44 (0)20 7704 0880

    

   Capitalised terms not otherwise defined herein shall have the meaning
   ascribed to them in the 8 October 2023 Announcement.

    

   The information contained within this announcement is deemed by Metro Bank
   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

    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

    

   Morgan Stanley & Co. International plc

   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
   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.

    

   A copy of the Prospectus and  Circular, once published, will be  available
   on Metro Bank’s website at https://www.metrobankonline.co.uk. 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. 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 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 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 Metro Bank. 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.

    

   Metro Bank  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 Metro Bank 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, 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 Metro Bank 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 Metro Bank’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 Metro Bank’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 Metro Bank 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).

    

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   Dissemination of a Regulatory Announcement that contains inside
   information in accordance with the Market Abuse Regulation (MAR),
   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: 2.2. Inside information
   Sequence No.:   277440
   EQS News ID:    1746575


    
   End of Announcement EQS News Service

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    4 fncls.ssp?fn=show_t_gif&application_id=1746575&application_name=news&site_id=reuters9

References

   Visible links
   1. mailto:IR@metrobank.plc.uk
   2. mailto:pressoffice@metrobank.plc.uk
   3. mailto:Metrobank@teneo.com


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