REG - Metro Bank PLC - Passing of Written Resolution

Metro Bank HoldingsAnnouncement

15/11/2023 14:45

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RNS Number : 5887T  Metro Bank PLC  15 November 2023

METRO BANK PLC ANNOUNCES PASSING OF WRITTEN RESOLUTION

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")

On 7 November 2023, the Issuer announced 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 (the "Written Resolution"), which contained the proposal by the
Issuer for consent by the Noteholders by way of Written Resolution (as more
fully described in the Notice of Written Resolution, the "Proposal"). 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.

Passing of Written Resolution

The Issuer today announces that:

(a)   the requisite threshold required for the passing of the Written
Resolution was achieved on 14 November 2023;

(b)   the Eligibility Condition was satisfied on 14 November 2023; and

(c)   the Registered Holder executed the Written Resolution on 15 November
2023.

In accordance with the indicative timetable set out in the Notice of Written
Resolution, the Supplemental Trust Deed was entered into on 15 November 2023
between the Issuer and the Trustee.

Subject to satisfaction of the Effectiveness Conditions and with effect on and
from the Settlement Date, Condition 6(a) of the Notes will be amended such
that the maturity date of the Notes will be the Settlement Date (currently
expected to be 30 November 2023) and the redemption of the Notes will be
effected by way of delivery, to, or for the account of, the holders thereof,
of (i) £600 in principal amount of the New Tier 2 Notes 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 below) in cash.

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 an Output Instruction in connection
with the Written Resolution. The Issuer expects that the corporate action
process in respect of the Output Instruction will be launched on 20 November
2023, and the Issuer will notify Noteholders via the Clearing Systems when
such corporate action process begins and the deadline therefor (currently
expected to be 5.00 p.m. (London time) on 27 November 2023, such time and date
as the same may be extended or amended in the sole and absolute discretion of
the Issuer, the "Output Instruction Deadline").

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: 15 November 2023

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