REG-Metro Bank Holdings PLC Notice of Written Resolution

Metro Bank HoldingsAnnouncement

07/11/2023 15:45

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   Metro Bank Holdings PLC (MTRO)
   Notice of Written Resolution

   07-Nov-2023 / 15:43 GMT/BST

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         METRO BANK HOLDINGS PLC ANNOUNCES NOTICE OF WRITTEN RESOLUTION

   THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT  QUALIFIED
   OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF  ARTICLE
   7(1) OF THE  MARKET ABUSE  REGULATION (EU) 596/2014  AS IT  FORMS PART  OF
   UNITED KINGDOM DOMESTIC LAW BY  VIRTUE OF THE EUROPEAN UNION  (WITHDRAWAL)
   ACT 2018 (THE “EUWA”) (“UK MAR”).

   THIS ANNOUNCEMENT IS IMPORTANT AND  REQUIRES YOUR IMMEDIATE ATTENTION.  IF
   YOU ARE IN ANY DOUBT AS TO THE CONTENTS OF THIS ANNOUNCEMENT OR THE ACTION
   YOU SHOULD TAKE, YOU  ARE RECOMMENDED TO SEEK  YOUR OWN FINANCIAL,  LEGAL,
   REGULATORY, TAX,  BUSINESS,  INVESTMENT  OR OTHER  ADVICE  FROM  YOUR  OWN
   STOCKBROKER, BANK  MANAGER, ACCOUNTANT,  SOLICITOR, INDEPENDENT  FINANCIAL
   ADVISER AUTHORISED UNDER THE FINANCIAL  SERVICES AND MARKETS ACT 2000  (IF
   IN  THE  UNITED  KINGDOM)  OR  OTHER  APPROPRIATELY  AUTHORISED  FINANCIAL
   ADVISER.

   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 “Issuer”)

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

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

   The Issuer  today  announces  the  circulation  of  a  notice  of  written
   resolution (the “Notice of Written Resolution”) requesting that holders of
   the Notes (the  “Noteholders”) consider the  extraordinary resolution  set
   out in  the Notice  of  Written Resolution  being  proposed as  a  written
   resolution, which contains the proposal  by the Issuer for Noteholders  to
   consent to amendments to  the trust deed dated  17 September 2019  between
   Metro Bank  PLC (“Metro  Bank”) and  The Law  Debenture Trust  Corporation
   p.l.c. (the “Trustee”), as supplemented by a supplemental trust deed dated
   19 May 2023 between the Issuer, the Trustee and Metro Bank (together,  the
   “Trust Deed”), by way of a second supplemental trust deed to modify,  upon
   prior satisfaction  of the  Effectiveness Conditions  (as defined  in  the
   Notice of Written Resolution) and with  effect on and from the  Settlement
   Date (as  defined  in  the  Notice of  Written  Resolution  and  currently
   expected to  be  30 November  2023),  Condition  10(a) of  the  terms  and
   conditions of the Notes such that the  maturity date of the Notes will  be
   the Settlement Date and  the redemption of the  Notes will be effected  by
   way of delivery, to  the holders thereof, of  (i) the £1,000 in  principal
   amount of  the  New  MREL Notes  (as  defined  in the  Notice  of  Written
   Resolution) to be issued by the Issuer for each £1,000 in principal amount
   of Notes held by each such Noteholder and (ii) the Accrued Interest Amount
   (as defined  in the  Notice of  Written Resolution)  in cash,  as well  as
   consequential or  related amendments  to  the Trust  Deed (as  more  fully
   described in the Notice of Written Resolution, the “Proposal”).

   The full terms and conditions of the Proposal are set out in the Notice of
   Written Resolution, which  is available to  Noteholders on the  Tabulation
   Agent’s website  at   1 https://deals.is.kroll.com/metrobank.  Noteholders
   are urged to  read the  Notice of Written  Resolution carefully,  together
   with any other publicly available information on the Issuer and its  group
   which such Noteholder  shall deem  necessary, before  submitting a  Voting
   Instruction in connection with the Written Resolution (each as defined  in
   the Notice  of  Written  Resolution).  The deadline  for  receipt  by  the
   Tabulation Agent of Voting Instructions is  5.00 p.m. (London time) on  14
   November 2023 (such time and date as  the same may be extended or  amended
   in the sole and absolute discretion of the Issuer).

   Unless the  context otherwise  requires, capitalised  terms used  in  this
   Announcement and not otherwise defined herein have the same meanings given
   to them in the Notice of Written Resolution and the Trust Deed.

   This Announcement is given by Metro  Bank Holdings PLC and relates to  the
   disclosure of information that qualified  or may have qualified as  inside
   information within the meaning of Article 7(1) of UK MAR. For the purposes
   of UK MAR, this Announcement was authorised for release by Clare Gilligan,
   Company Secretary.

   Further Information

   Any questions  relating to  this  Announcement or  the Notice  of  Written
   Resolution should be addressed to the Tabulation Agent as follows:

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

    

   Email:   2 metrobank@is.kroll.com
   Offer Website:  3 https://deals.is.kroll.com/metrobank

   Tel:         +44 20 7704 0880

   Attention:         David Shilson

   Dated: 7 November 2023

    

    

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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.:   283327
   EQS News ID:    1767489


    
   End of Announcement EQS News Service

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References

   Visible links
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   2. mailto:metrobank@is.kroll.com
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