REG - Metro Bank PLC - Placing of New Ordinary Shares <Origin Href="QuoteRef">MTRO.L</Origin> - Part 2

Metro Bank HoldingsAnnouncement

25/07/2017 17:00

- Part 2: For the preceding part double click  ID:nRSY0693Ma 

any reference to, or
consult with, it and that the Bookrunners shall have no liability to it in
connection with any such exercise of the power to grant such consent; 
 
(19)    acknowledges and agrees that the good faith exercise or non-exercise
by the Bookrunners of any right of termination under the Placing Agreement
shall be at the absolute discretion of the Bookrunners, with no requirement to
reference or consult with it and the Bookrunners shall have no liability to it
in connection with the good faith exercise or non-exercise of such termination
right; 
 
(20)    acknowledges that any agreements entered into by it pursuant to these
terms and conditions, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed in
accordance with the laws of England and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or matter
arising out of any such contract (including any dispute regarding the
existence, validity or termination of such contract or relating to any non
contractual or other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by either the Company or any Bookrunner in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange; 
 
(21)    represents and warrants that it has complied with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Money
Laundering Regulations 2007 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations; 
 
(22)    represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person; 
 
(23)    represents and warrants that it has complied and will comply with all
applicable provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the United
Kingdom; 
 
(24)    represents and warrants that it and any person acting on its behalf is
entitled to acquire the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to this
participation in the Placing and to perform its obligations in relation
thereto (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Appendix) and will honour such
obligations; 
 
(25)    undertakes that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
Appendix on the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other Placees or sold as the Bookrunners and
the Company may in their sole discretion determine and without liability to
such Placee, who will remain liable for any amount by which the net proceeds
of such sale falls short of the product of the Placing Price and the number of
Placing Shares allocated to it and may be required to bear and indemnify the
Bookrunners and their affiliates, directors, officers and employees on an
after-tax basis against any stamp duty, stamp duty reserve tax or other
similar taxes (together with any interest or penalties due pursuant to the
terms set out or referred to in this Announcement) which may arise upon the
sale of such Placee's Placing Shares on its behalf; 
 
(26)    acknowledges that none of the Bookrunners, nor any of their respective
affiliates, nor any person acting on their behalf, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of any of the Bookrunners and that none of the Bookrunners has any duty
or responsibility to it for providing the protections afforded to their
respective clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any of their respective rights and obligations thereunder,
including any rights to waive or vary any conditions or exercise any
termination right; 
 
(27)    represents and warrants that it has neither received nor relied on any
confidential price sensitive information concerning the Company in accepting
this invitation to participate in the Placing nor encouraged or required
another person to deal in the securities of the Company nor disclosed such
information prior to the information being made generally available; and 
 
(28)    acknowledges that the Placing Shares will be issued to Placees subject
to the terms and conditions set out in this Appendix. 
 
The agreement to settle a Placee's acquisition of Placing Shares (and/or the
acquisition by a person for whom such Placee is contracting as agent) free of
UK stamp duty and stamp duty reserve tax is conditional on the settlement
relating only to a subscription by such Placee and/or such person direct from
the Company for the Placing Shares in question. Such agreement is also
conditional on the Placing Shares not being subscribed for in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax or other similar taxes (including any interest, fines
or penalties) may be payable, for which neither the Company nor the
Bookrunners will be liable and the Placees shall indemnify the Company and the
Bookrunners and their respective affiliates, directors, officers and employees
on an after-tax basis for any such taxes paid by the Company or the
Bookrunners in respect of any such arrangements or dealings. If there are any
such arrangements or dealings, each Placee should seek its own advice and
notify the Bookrunners accordingly. 
 
In addition, Placees should note that they will be liable for any stamp duty,
stamp duty reserve tax and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties) payable in the UK or outside the UK by them or any other
person on the acquisition of any Placing Shares or the agreement to acquire
any Placing Shares. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
the Bookrunners do not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that any Bookrunner or any of its affiliates may, at its absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that it has neither received nor relied on any inside information
concerning the Company in accepting this invitation to participate in the
Placing. 
 
Each Placee undertakes that the person whom it specifies for registration as
holder of the Placing Shares will be: (i) itself; or (ii) its nominee, as the
case may be. None of the Bookrunners or the Company will be responsible for
any liability to stamp duty, stamp duty reserve tax or other similar taxes
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee, agrees to indemnify the Company, the
Bookrunners, their respective affiliates and their respective directors,
officers and employees on an after-tax basis in respect of the same. Each
Placee agrees to indemnify on an after-tax basis and hold the Company, the
Bookrunners and their respective directors, officers, employees, agents and
affiliates harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix or the performance of the Placee's obligations
hereunder or otherwise in connection with the Placing and further agrees that
the provisions of this Appendix shall survive after completion of the Placing.
No claim shall be made against the Company, the Bookrunners and their
respective directors, officers, employees, agents and affiliates or any other
person acting on behalf of such persons by a Placee to recover any damage,
cost, charge or expense which it may suffer or incur by reason of or arising
from the carrying out by it of the work to be done by it pursuant hereto or
the performance of its obligations hereunder or otherwise in connection with
the Placing. 
 
When a Placee or person acting on behalf of the Placee is dealing with a
Bookrunner, any money held in an account with such Bookrunner on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from such Bookrunner's money in accordance with
the client money rules and will be used by such Bookrunner in the course of
its own business and the Placee will rank only as a general creditor of such
Bookrunner. 
 
The rights and remedies of the Bookrunners and the Company under these terms
and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others. 
 
RBC Europe Limited (trading as RBC Capital Markets), which is authorised by
the PRA and regulated in the United Kingdom by the FCA and the PRA, and
Jefferies International Limited and Stifel Nicolaus Europe Limited (trading as
Keefe, Bruyette & Woods) which are regulated in the United Kingdom by the FCA,
are acting exclusively for the Company and no one else in connection with the
Placing and will not regard any other person as a client in relation to the
Placing and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor for
providing advice in relation to the Placing and/or any other matter referred
to in this Announcement. 
 
All times and dates in this Announcement may be subject to amendment. The
Bookrunners shall notify the Placees and any person acting on behalf of the
Placees of any changes. 
 
This information is provided by RNS
The company news service from the London Stock Exchange