REG - Metro Bank PLC - Notice of Written Resolution

Metro Bank HoldingsAnnouncement

07/11/2023 16:45

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RNS Number : 6858S  Metro Bank PLC  07 November 2023

METRO BANK PLC ANNOUNCES NOTICE OF WRITTEN RESOLUTION

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"EUWA") ("UK MAR").

THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU
ARE IN ANY DOUBT AS TO THE CONTENTS OF THIS ANNOUNCEMENT OR THE ACTION YOU
SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL, LEGAL,
REGULATORY, TAX, BUSINESS, INVESTMENT OR OTHER ADVICE FROM YOUR OWN
STOCKBROKER, BANK MANAGER, ACCOUNTANT, SOLICITOR, INDEPENDENT FINANCIAL
ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF IN
THE UNITED KINGDOM) OR OTHER APPROPRIATELY AUTHORISED FINANCIAL ADVISER.

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 PLC

(incorporated under the Companies Act 2006 and registered in England and Wales
with registered number 06419578)

(the "Issuer")

in respect of the

£250,000,000 Fixed Rate Subordinated Notes due 26 June 2028

(ISIN: XS1844097987; Common Code: 184409798)
(the "Notes")

The Issuer today announces 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, which contains the
proposal by the Issuer for Noteholders to consent to amendments to the trust
deed dated 26 June 2018 between the Issuer and Citibank, N.A., London Branch
(the "Trust Deed"), by way of a supplemental trust deed to modify, upon prior
satisfaction of the Effectiveness Conditions (as defined in the Notice of
Written Resolution) and with effect on and from the Settlement Date (as
defined in the Notice of Written Resolution and currently expected to be 30
November 2023), Condition 6(a) of the terms and conditions of the Notes such
that the maturity date of the Notes will be the Settlement Date and the
redemption of the Notes will be effected by way of delivery, to, or for the
account of, the holders thereof, of (i) the £600 in principal amount of the
New Tier 2 Notes (as defined in the Notice of Written Resolution) to be issued
by Metro Bank Holdings PLC (the "New Issuer") for each £1,000 in principal
amount of Notes held by each such Noteholder and (ii) the Accrued Interest
Amount (as defined in the Notice of Written Resolution) in cash, as well as
consequential or related amendments to the Trust Deed (as more fully described
in the Notice of Written Resolution, the "Proposal").

The New Tier 2 Notes will be issued in denominations of £100,000 and integral
multiples of £1,000 in excess thereof. Any entitlement to a fraction of a New
Tier 2 Note will not be delivered to Noteholders but will instead be delivered
to the Holding Period Trustee on the terms of the Holding Period Trust Deed
(each as defined in the Notice of Written Resolution), all as more fully
described in the Notice of Written Resolution.

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 https://deals.is.kroll.com/metrobank
(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 New Issuer and its group which such Noteholder
shall deem necessary, before submitting a Voting Instruction in connection
with the Written Resolution (each as defined in the Notice of Written
Resolution). The deadline for receipt by the Tabulation Agent of Voting
Instructions is 5.00 p.m. (London time) on 14 November 2023 (such time and
date as the same may be extended or amended in the sole and absolute
discretion of the Issuer).

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 and the Trust Deed.

This Announcement is given by Metro Bank PLC and relates to the disclosure of
information that qualified or may have qualified as inside information within
the meaning of Article 7(1) of UK MAR. For the purposes of UK MAR, this
Announcement was authorised for release by Clare Gilligan, Company Secretary.

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:                    metrobank@is.kroll.com

Offer Website:      https://deals.is.kroll.com/metrobank
(https://deals.is.kroll.com/metrobank)

Tel:                        +44 20 7704 0880

Attention:            David Shilson

Dated: 7 November 2023

 

 

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