REG-Metro Bank Holdings PLC Results of Voting at the General Meeting

Metro Bank HoldingsAnnouncement

27/11/2023 13:45

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   Metro Bank Holdings PLC (MTRO)
   Results of Voting at the General Meeting

   27-Nov-2023 / 13:33 GMT/BST

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                                       Metro Bank Holdings PLC (LSE: MTRO LN)

                                                             27 November 2023

    

    

   Metro Bank Holdings PLC

    

   Legal Entity Identifier: 984500CDDEAD6C2EDQ64

    

   NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
   WHOLE OR IN PART IN, OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN
   OR SOUTH AFRICA OR ANY OTHER 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.

    

                    Results of voting at the General Meeting

    

   Metro Bank is pleased  to announce that, at  the General Meeting  convened
   pursuant to the Notice of General Meeting, the Resolutions (as set out  in
   the Notice of General Meeting) were  duly passed with very strong  support
   with over 90% of shareholders voting in support of all resolutions.

    

   Background

    

   On 8 October 2023, Metro Bank Holdings PLC (“Metro Bank” or the “Company”)
   announced that it  had secured an  inter-conditional £325 million  capital
   raise, comprising £150 million of new equity and £175 million of new  MREL
   notes, and a debt  refinancing package in respect  of £600 million of  its
   outstanding debt securities  (together, the “Capital  Package”). The  £150
   million of new equity was structured as a firm placing of 500,000,000  new
   ordinary shares at an issue price of 30 pence per new ordinary share  (the
   “Firm Placing”).

    

   On 9  November  2023,  Metro  Bank published  a  combined  prospectus  and
   circular (the “Prospectus”) relating to the admission of the new  ordinary
   shares issued as  part of  the Firm  Placing. The  Prospectus contained  a
   Notice of General  Meeting seeking shareholder  approval to undertake  the
   Firm Placing and to  approve the waiver of  the obligation of the  Concert
   Party to make  an offer under  Rule 9 of  the City Code  on Takeovers  and
   Mergers.

    

   Capitalised terms defined  in the  Prospectus have the  same meaning  when
   used in this announcement, unless otherwise defined in this announcement.

    

   General Meeting Voting Results

    

   The votes  on ordinary  resolution 1  to  approve the  terms of  the  Firm
   Placing and to authorise  the Directors to implement  it, in each case  as
   detailed in the Notice of General Meeting; and on ordinary resolution 2 to
   authorise the Directors  to allot the  New Shares in  connection with  the
   Firm Placing, as detailed in the Notice of General Meeting, were taken  on
   separate polls and the results were as follows:

    

   Resolution 1

    

   Number of  votes:  For:  73,805,869 (92.73%)  Against:  5,784,968  (7.27%)
   Withheld: 25,351

    

   Resolution 2

    

   Number of  votes:  For:  73,249,266 (92.03%)  Against:  6,342,723  (7.97%)
   Withheld: 24,199

    

   The vote  on the  special  resolution to  disapply pre-emption  rights  in
   respect of the allotment to be made pursuant to Resolution 2, as  detailed
   in the Notice of General Meeting, was taken on a poll and the results were
   as follows:

    

   Resolution 3

    

   Number of  votes:  For:  73,720,190 (92.67%)  Against:  5,828,401  (7.33%)
   Withheld: 67,597

    

   The vote on  the ordinary  resolution of the  Independent Shareholders  to
   approve the Rule 9 Waiver granted  by the Panel on Takeovers and  Mergers,
   as detailed in the Notice of General  Meeting was taken on a poll and  the
   results were as follows:

    

   Resolution 4

    

   Number of  votes:  For:  58,050,459 (90.90%)  Against:  5,813,897  (9.10%)
   Withheld: 27,918

    

   In order  to comply  with the  City Code,  only Independent  Shareholders’
   votes were counted for the purpose of the vote on Resolution 4.

    

   The Firm Placing remains  subject to the  satisfaction or, if  applicable,
   waiver of certain conditions which are set out in Part I (Letter from  the
   Chair of Metro Bank Holdings PLC) of the Prospectus.

    

   It is expected that Admission of the New Shares will become effective  and
   that unconditional dealings  will commence at  8.00 a.m. on  or around  30
   November 2023 (London time), or such other date as the Company may notify.

    

   Copies of the resolutions passed at the General Meeting will be  submitted
   to the  Financial Conduct  Authority  and will  shortly be  available  for
   inspection     on      the     National      Storage     Mechanism      at
    1 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

    

   Capital Package

    

   The Capital Package remains subject  to receipt of the subscription  funds
   from the investors, and to the admission  of the New Shares to listing  on
   the Official  List and  to trading  on the  London Stock  Exchange’s  main
   market  for   listed  securities.   The  Company   will  release   further
   announcements in  respect of  the progress  to completion  of the  Capital
   Package as required.

    

   Enquiries

   For more information, please contact:

   Metro Bank Investor Relations

   Jo Roberts

   +44 (0) 20 3402 8900

    2 IR@metrobank.plc.uk

    

   Metro Bank Media Relations

   Tina Coates / Mona Patel

   +44 (0) 7811 246016 / +44 (0) 7815 506845

    3 pressoffice@metrobank.plc.uk

    

   Teneo

   Charles Armitstead / Haya Herbert Burns

   +44 (0)7703 330269 / +44 (0) 7342 031051

    4 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
    5 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 the
   Company. 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 the Company’s website nor any website accessible by
   hyperlinks on the Company’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
   Financial Conduct Authority (“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:  ROM
   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.:   287528
   EQS News ID:    1782775


    
   End of Announcement EQS News Service

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References

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   2. mailto:IR@metrobank.plc.uk
   3. mailto:pressoffice@metrobank.plc.uk
   4. mailto:metrobank@teneo.com
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