REG-Metro Bank plc Metro Bank plc: Result of Court Meeting and General Meeting

Metro Bank HoldingsAnnouncement

26/04/2023 17:30

============

   Metro Bank plc (MTRO)
   Metro Bank plc: Result of Court Meeting and General Meeting

   26-Apr-2023 / 17:22 GMT/BST

   ══════════════════════════════════════════════════════════════════════════

                                                Metro Bank PLC (LSE: MTRO LN)

                                                                26 April 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.

    

   CAPITALISED TERMS DEFINED IN THE SCHEME 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  non-operating
   bank holding company  of the Metro  Bank Group which  will be effected  by
   means of a scheme of arrangement pursuant to 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.

    

        Results of voting at the MB Court Meeting and MB General Meeting

    

   On 22 March 2023, Metro Bank PLC published a scheme document (the  “Scheme
   Document”) relating to  Metro Bank’s proposed  introduction of Metro  Bank
   Holdings PLC as a new holding company above the Metro Bank Group by  means
   of a scheme of arrangement  under Part 26 of  the Companies Act 2006  (the
   “Scheme”).

    

   Metro Bank is pleased to announce  that, at the meeting convened  pursuant
   to an order  of the  Court (the  “MB Court  Meeting”) and  at the  general
   meeting which took place immediately  following the MB Court Meeting  (the
   “MB General Meeting”) in relation to the Scheme, the resolution was passed
   by the requisite majority and accordingly the Scheme was approved.

    

   MB Court Meeting

    

   The resolution to approve the Scheme was passed by a majority in number of
   Scheme Shareholders who voted, representing not less than 75 per cent.  in
   value of the Scheme Shares held by those Scheme Shareholders.

    

   The table below sets out the results of the poll at the MB Court  Meeting.
   Each Scheme Shareholder was entitled to one vote per Scheme Share held  at
   the Voting Record Time:

    

                                                          Number of Scheme
           Number of     % of   Number of    % of Scheme  Shares voted as a %
           Scheme Shares Scheme Scheme       Shareholders of the issued share
           voted         Shares Shareholders who voted    capital entitled to
                         voted  who voted                 vote on the Scheme
                                                          *
   FOR     70,551,303    99.69  46           79.31        40.87
   AGAINST 220,727       0.31   12           20.69        0.13
   TOTAL   70,772,030    100    50 **        100          41.00

    

   *The total number of Scheme Shares in issue at the Voting Record Time  was
   172,613,878.

    

   **The total number of Scheme  Shareholders voting 'For' and 'Against'  the
   resolution exceeds the total number of Scheme Shareholders who voted, as 8
   registered members gave instructions for votes to be cast in favour of the
   resolution in  respect of  part  of their  holding  of Scheme  Shares  and
   against the resolution  in respect  of another  part of  their holding  of
   Scheme Shares.

    

   MB General Meeting

    

   The special resolution as set out in the notice of the MB General  Meeting
   included in the Scheme  Document was passed by  the requisite majority  of
   shareholders by way of poll. The purpose of the special resolution was to:
   approve and  implement  the  Scheme (including,  without  limitation,  the
   amendment of  Metro  Bank’s  articles of  association  to  facilitate  the
   implementation of the Scheme; authorising  the directors of Metro Bank  to
   take all  required actions  in  connection with  the Scheme);  to  approve
   certain other changes  to Metro  Bank’s articles of  association; and  the
   authority to allot and issue the Special Share wholly for cash.

    

   The table  below sets  out  the results  of the  poll  at the  MB  General
   Meeting. Each MB  Shareholder was entitled  to one vote  per Old MB  Share
   held at the Voting Record Time.

    

           Number of votes % of votes
   FOR     68,464,097      99.86
   AGAINST 95,096          0.14
   TOTAL   68,559,193      100
   WITHELD 66,448          N/A

    

   Timetable

   Implementation of the Scheme remains subject to the satisfaction of
   certain conditions which are set out in Part II (Explanation of the Scheme
   and its Effects) of the Scheme Document. These include the sanction of the
   Scheme by the Court at a hearing which is currently expected to take place
   on or around 17 May 2023.

   The Scheme is then currently expected to become effective on or around
   6:30 p.m. on 19 May 2023.

   A copy of the special resolution passed at the MB General Meeting will be
   submitted to the UK Listing Authority, and will shortly be available for
   inspection at the UK Listing Authority’s National Storage Mechanism which
   is located at  1 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

    

   Enquiries

   For more information, please contact:

   Metro Bank PLC Investor Relations

   Jo Roberts

   +44 (0) 20 3402 8900

    2 IR@metrobank.plc.uk

    

   Metro Bank PLC 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

    

   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.
   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 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.

    

   ══════════════════════════════════════════════════════════════════════════

   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

   ══════════════════════════════════════════════════════════════════════════

   ISIN:           GB00BZ6STL67
   Category Code:  ROM
   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.:   239830
   EQS News ID:    1618149


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

    5 fncls.ssp?fn=show_t_gif&application_id=1618149&application_name=news&site_id=reuters8

References

   Visible links
   1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=1e84eb6c3310c93f7fb161c09372521b&application_id=1618149&site_id=reuters8&application_name=news
   2. mailto:IR@metrobank.plc.uk
   3. mailto:pressoffice@metrobank.plc.uk
   4. mailto:metrobank@teneo.com


============