REG-Metro Bank Holdings PLC Passing of Written Resolution

Metro Bank HoldingsAnnouncement

15/11/2023 13:45

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   Metro Bank Holdings PLC (MTRO)
   Passing of Written Resolution

   15-Nov-2023 / 13:43 GMT/BST

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        METRO BANK HOLDINGS PLC ANNOUNCES PASSING OF WRITTEN RESOLUTION

   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”)

   On 7 November 2023,  the Issuer announced 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  (the  “Written  Resolution”),  which  contained   the
   proposal by the Issuer  for consent by the  Noteholders by way of  Written
   Resolution (as more fully described  in the Notice of Written  Resolution,
   the “Proposal”). 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.

   Passing of Written Resolution

   The Issuer today announces that:

    a. the requisite  threshold  required  for the  passing  of  the  Written
       Resolution was achieved on 14 November 2023;
    b. the Eligibility Condition was satisfied on 14 November 2023; and
    c. the Registered Holder executed the  Written Resolution on 15  November
       2023.

   In accordance  with the  indicative timetable  set out  in the  Notice  of
   Written Resolution, the Second Supplemental Trust Deed was entered into on
   15 November 2023 between the Issuer and the Trustee.

   Subject to satisfaction of the Effectiveness Conditions and with effect on
   and from the Settlement Date, Condition 10(a) of the Notes will be amended
   such that  the maturity  date of  the Notes  will be  the Settlement  Date
   (currently expected to  be 30  November 2023)  and the  redemption of  the
   Notes will be effected by way of delivery, to the holders thereof, of  (i)
   £1,000 in principal  amount of  the New  MREL Notes  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 below)  in
   cash.

   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 an  Output
   Instruction in connection with the Written Resolution. The Issuer  expects
   that the corporate  action process  in respect of  the Output  Instruction
   will be  launched  on  20  November  2023,  and  the  Issuer  will  notify
   Noteholders via the  Clearing Systems when  such corporate action  process
   begins and  the deadline  therefor  (currently expected  to be  5.00  p.m.
   (London time) on 27 November 2023, such  time and date as the same may  be
   extended or amended in the sole and absolute discretion of the Issuer, the
   “Output Instruction Deadline”).

   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: 15 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.:   285190
   EQS News ID:    1774425


    
   End of Announcement EQS News Service

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References

   Visible links
   1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=68f6b65b118c640d0ce0ed274bd814bc&application_id=1774425&site_id=refinitiv&application_name=news
   2. mailto:metrobank@is.kroll.com
   3. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=68f6b65b118c640d0ce0ed274bd814bc&application_id=1774425&site_id=refinitiv&application_name=news


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