REG-Metro Bank plc Metro Bank plc: Publication of Prospectus and Scheme Document

Metro Bank HoldingsAnnouncement

22/03/2023 12:30

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   Metro Bank plc (MTRO)
   Metro Bank plc: Publication of Prospectus and Scheme Document

   22-March-2023 / 12:23 GMT/BST

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                                                Metro Bank PLC (LSE: MTRO LN)

                                                                22 March 2023

    

    

    

    

   Metro Bank PLC (“Metro Bank”)

    

    

    

   Legal Entity Identifier: 213800X5WU57YL9GPK89

    

   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN,
   INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
   OF THE RELEVANT LAWS OF THAT JURISDICTION.

    

   THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR A
   PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
   INVESTMENT DECISION IN RELATION TO THE NEW MB SHARES EXCEPT ON THE BASIS
   OF THE INFORMATION IN THE SCHEME DOCUMENT AND THE PROSPECTUS WHICH ARE
   BEING PUBLISHED TODAY.

    

   CAPITALISED TERMS DEFINED IN THE SCEHME DOCUMENT AND PROSPECTUS HAVE THE
   SAME MEANING WHEN USED IN THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED IN
   THIS ANNOUNCEMENT.

    

   Proposed introduction of Metro Bank Holdings PLC as a new holding  company
   of the Metro Bank Group by means of a Scheme of Arrangement under Part  26
   of the Companies Act 2006 and admission to the premium listing segment  of
   the Official List and to  trading on the main  market of the London  Stock
   Exchange.

    

                 Publication of Prospectus and Scheme Document

    

   Today, Metro Bank  published a  Scheme Document relating  to Metro  Bank’s
   proposed introduction of Metro  Bank Holdings PLC  as a new  non-operating
   holding company  above  the Metro  Bank  Group by  means  of a  scheme  of
   arrangement under Part 26 of the Companies Act 2006.

    

   The Scheme is being undertaken as a reorganisation to comply with the Bank
   of England’s  requirements  for a  ‘clean  holding company’  in  order  to
   facilitate the  Metro  Bank Group’s  “single  point of  entry”  resolution
   strategy and to ensure structural subordination of MREL.

   The Scheme  is between  Metro Bank  and the  Metro Bank  Shareholders  and
   involves the cancellation of shares in Metro Bank currently held by  Metro
   Bank Shareholders ( the “Old MB  Shares”) in exchange for the same  number
   of shares in  Metro Bank Holdings  PLC (the “New  MB Shares”). The  rights
   attaching to the  Old MB Shares  will be substantively  the same as  those
   attaching to the New MB Shares at the Scheme Effective Date.

   The      Scheme       Document       is       now       available       at
    1 www.metrobankonline.co.uk/investor-relations/ and includes full details
   of the  Scheme, together  with an  explanatory statement  and the  notices
   convening the Metro Bank Court Meeting and the Metro Bank General Meeting.
   The Scheme Document also  contains the expected  timetable for the  Scheme
   and  specifies  the  necessary   actions  to  be   taken  by  Metro   Bank
   Shareholders.

   Metro Bank has also today published a Prospectus relating to the admission
   of the Metro Bank  Holdings PLC shares to  the premium listing segment  of
   the Official List and to trading on the main market for listed  securities
   of the London Stock Exchange (“Admission”).

   The  Prospectus  has  been  approved  by  the  FCA  and  is  available  at
    2 www.metrobankonline.co.uk/investor-relations/.

   A copy of the Prospectus and the Scheme Document will shortly be submitted
   to the National  Storage Mechanism and  will be available  for viewing  at
    3 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

   Action to be taken by Metro Bank Shareholders

   Metro Bank urges Metro Bank Shareholders  to read the Scheme Document  and
   the Prospectus  carefully because  they contain  important information  in
   relation to the Scheme, Admission and the New MB Shares.

   The Scheme is conditional upon  a number of matters  which are set out  in
   full in  the  explanatory  statement contained  in  the  Scheme  Document,
   including  approval  by  Metro  Bank   Shareholders  of  the  Metro   Bank
   Resolutions at the  Metro Bank General  Meeting and of  the Scheme at  the
   Metro Bank Court  Meeting as  well as the  necessary regulatory  approvals
   from the PRA and FCA being sanctioned by the Court.

   Expected timetable

   The expected timetable of principal events for the implementation of the
   Scheme and Admission is set out below. All references to time in this
   Announcement are to London time.

   Principal events                                    Time and/or date
   Publication of this Announcement, the Scheme        22 March 2023
   Document and the Prospectus                          
   Metro Bank Court Meeting                            10.30 a.m. on 26 April
                                                       2023(1)
   Metro Bank General Meeting                          10.45 a.m. on 26 April
                                                       2023(2)
   Court Hearing to sanction the Scheme                17 May 2023
   Last day of dealings in Old MB Shares               19 May 2023
   Scheme Effective Date                               After 6.30 p.m. on 19
                                                       May 2023 
   Delisting of Old MB Shares, Admission and           8.00 a.m. on 22 May
   commencement of dealings in New MB Shares on the    2023
   London Stock Exchange

    1. To commence at the time fixed or as soon thereafter as the annual
       general meeting of the Company has concluded or been adjourned.
    2. To commence at the time fixed or as soon thereafter as the Metro Bank
       Court Meeting has been concluded or been adjourned.

    

   Enquiries

   For more information, please contact:

   Metro Bank PLC Investor Relations

   Jo Roberts

   +44 (0) 20 3402 8900

    4 IR@metrobank.plc.uk

    

   Metro Bank PLC Media Relations

   Tina Coates / Mona Patel

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

    5 pressoffice@metrobank.plc.uk

    

   Teneo

   Charles Armitstead / Haya Herbert Burns

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

    6 metrobank@teneo.com

    

   RBC Capital Markets (Sponsor to Metro Bank)

   Rupert Walford / Elliot Thomas / Kathryn Deegan

   +44 (0) 20 7653 4000

    

                                      ENDS

                                        

    

   About Metro Bank

   Metro Bank services 2.7  million customer accounts  and is celebrated  for
   its exceptional customer experience. It  is the highest rated high  street
   bank 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  February
   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 2022.  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 PLC. Registered in England and Wales. Company number:  6419578.
   Registered office: One Southampton Row,  London, WC1B 5HA. ‘Metrobank’  is
   the registered trademark of Metro Bank PLC.

   It is authorised by the  Prudential Regulation Authority and regulated  by
   the Financial Conduct Authority and Prudential Regulation Authority.  Most
   relevant 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 PLC 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.

    

    

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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:           GB00BZ6STL67
   Category Code:  SOA
   TIDM:           MTRO
   LEI Code:       213800X5WU57YL9GPK89
   OAM Categories: 3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   231855
   EQS News ID:    1589425


    
   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=28559df6264a120a9ff550986291c9db&application_id=1589425&site_id=reuters9&application_name=news
   2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=28559df6264a120a9ff550986291c9db&application_id=1589425&site_id=reuters9&application_name=news
   3. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=1e84eb6c3310c93f7fb161c09372521b&application_id=1589425&site_id=reuters9&application_name=news
   4. mailto:IR@metrobank.plc.uk
   5. mailto:pressoffice@metrobank.plc.uk
   6. mailto:metrobank@teneo.com


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