REG-Metro Bank Holdings PLC Publication of Offering Circular relating to the issuance of inaugural Additional Tier 1 securities

Metro Bank HoldingsAnnouncement

24/03/2025 15:30

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   Metro Bank Holdings PLC (MTRO)
   Publication of Offering Circular relating to the issuance of inaugural
   Additional Tier 1 securities

   24-March-2025 / 15:23 GMT/BST

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                                       Metro Bank Holdings PLC (LSE: MTRO LN)

                                                                24 March 2025

   Metro Bank Holdings PLC (the "Company")

   Legal Entity Identifier: 984500CDDEAD6C2EDQ64

   NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR ITS TERRITORIES OR
   OTHERWISE THAN TO PERSONS TO WHOM IT CAN LAWFULLY BE DISTRIBUTED

                                        

     Publication of Offering Circular relating to the issuance of inaugural
                          Additional Tier 1 securities

   The Company has, on 19 March 2025, priced its inaugural £250m 13.875 per
   cent fixed rate reset perpetual subordinated contingent convertible
   capital securities (the "Capital Securities"). The Capital Securities will
   constitute direct, unsecured, unguaranteed and subordinated obligations of
   the Company and rank pari passu without preference among themselves.

   The Capital Securities are expected, subject to certain conditions, to be
   issued on 26 March 2025.

   The issue of the Capital Securities is in line with Metro Bank’s capital
   management framework and strategy and is aimed at optimising the capital
   structure and providing further flexibility for growth. The successful
   issuance of the Capital Securities is expected to result in a 31 December
   2024 pro forma improvement in Tier 1 capital ratio by c.410bps from
   13.4% 1  1  to 17.5%.

   The Capital Securities are first callable any time in the period
   commencing on and including the fifth anniversary of the issue date and
   ending on 26 September 2030, subject to conditions which include prior
   regulatory consent. They include a conversion trigger of the Common Equity
   Tier 1 to risk weighted assets ratio falling below 7.00%. 

   Fitch has assigned an expected credit rating of ‘CCC+’ for the Capital
   Securities. An application has been made for the Capital Securities to be
   admitted to trading on the International Securities Market of the London
   Stock Exchange.

   The Offering Circular can be viewed at
    2 https://www.metrobankonline.co.uk/.

    

   Enquiries:

    

   Metro Bank Holdings PLC Investor Relations

    

   Daniel Ainscough

   +44 (0) 7476 201463

    3 IR@metrobank.plc.uk

    

   Metro Bank Media Relations

   Victoria Gregory

   +44 (0) 7773 244608

    4 pressoffice@metrobank.plc.uk

    

    

   About Metro Bank

    

   Metro Bank is celebrated for its exceptional customer experience. It holds
   the number two spot for personal and business service instore in the
   Competition and Markets Authority’s Service Quality Survey in February
   2025.

    

   Since 2012, Metro Bank has originated and approved just over £10bn in
   commercial lending.

    

   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; 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 is a multi-award-winning organisation. The Bank has also been
   awarded "Large Loans Mortgage Lender of the Year", 2024 and 2023 Mortgage
   Awards, accredited as a top ten Most Loved Workplace 2023, "2023 Best
   Lender of the Year – UK" in the M&A Today, Global Awards, the "Inclusive
   Culture Initiative Award" in the 2023 Inclusive Awards, "Diversity, Equity
   & Inclusion Award" and "Leader of the Year Award 2023" at the Top 1%
   Workplace Awards, “Best Women Mortgage Leaders in the UK” from Elite Women
   2023, "Diversity Lead of the Year", 2023 Women in Finance, Best Large Loan
   Lender, 2023 Mortgage Strategy Awards, "Best Business Credit Card", Forbes
   Advisor Best of 2023 Awards, "Best Business Credit Card", 2023 Moneynet
   Personal Finance Awards.

    

   Metro Bank Holdings PLC (registered in England and Wales with company
   number 14387040, registered office: One Southampton Row, London, WC1B 5HA)
   is authorised and regulated by the Prudential Regulation Authority.  It 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
   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

    

   Please note that the information contained in the Offering Circular may be
   addressed to and/or targeted at persons who are residents of particular
   countries (as specified in the Offering Circular) only and is not intended
   for use and should not be relied upon by any person outside these
   countries and/or to whom the offer contained in the Offering Circular is
   not addressed. Prior to relying on the information contained in the
   Offering Circular, you must ascertain from the Offering Circular whether
   or not you are part of the intended addressees of the information
   contained therein.

    

   In particular, neither this announcement nor the Offering Circular
   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 Capital Securities and any shares which may be
   delivered upon an automatic conversion of the Capital Securities have not
   been, and will not be, registered under the United States Securities Act
   of 1933, or with any securities regulatory authority of any state or 
   other jurisdiction in the United States. The Capital Securities and any
   conversion shares which may be delivered upon an automatic conversion of
   the Capital Securities may not be offered or sold, directly or indirectly
   within the United States except pursuant to an exemption from, or in a
   transaction not subject to, the registration requirements of the
   Securities Act and applicable state or local securities laws.

    

    

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    5  1  Figures are pro-forma, based on completion of the performing
   unsecured personal loans portfolio sale, which was announced on 26
   February 2025.

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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.:   379952
   EQS News ID:    2105364


    
   End of Announcement EQS News Service

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References

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   3. mailto:IR@metrobank.plc.uk
   4. mailto:pressoffice@metrobank.plc.uk
   5. file:///data/ucdp/tmp/xhtmlconvert_parsn_eqs_2BJVhiuz.html#_ftnref1


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