Metro Bank Regulatory News (MTRO)

Metro Bank Holdings PLC (LSE: MTRO LN)

30 November 2023

Metro Bank Holdings PLC

Legal Entity Identifier: 984500CDDEAD6C2EDQ64

Metro Bank PLC

Legal Entity Identifier: 213800X5WU57YL9GPK89

METRO BANK HOLDINGS PLC AND METRO BANK PLC ANNOUNCES SETTLEMENT OF THE TRANSACTION

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 HOLDINGS PLC

(incorporated under the Companies Act 2006 and registered in England and Wales with registered number 14387040)

(the “Company”)

in respect of the£350,000,000 Fixed Rate Reset Callable Notes due 8 October 2025

(ISIN: XS2063492396; Common Code: 206349239) (the “Existing MREL Notes”)

and

METRO BANK PLC

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

(the “Bank” and together with the Company, “Metro Bank”)

in respect of the£250,000,000 Fixed Rate Subordinated Notes due 26 June 2028

(ISIN: XS1844097987; Common Code: 184409798) (the “Existing Tier 2 Notes”)

On 8 October 2023, the Company announced that it had obtained commitments from existing shareholders and other investors to subscribe for £150 million of new equity (the “Equity Raise”) and from existing noteholders to subscribe for £175 million of new fixed rate reset callable notes due 2029 to be issued by the Company (the “New MREL Notes Raise”) and a debt refinancing package in respect of the Company’s Existing MREL Notes and the Bank’s Existing Tier 2 Notes (the “Debt Refinancing” and, together with the Equity Raise and the New MREL Notes Raise, the “Transaction”).

The Company, earlier today on 30 November 2023, announced the successful completion of the Equity Raise.

Metro Bank is now pleased to announce the successful completion of the New MREL Notes Raise and the Debt Refinancing resulting in:

Accordingly, settlement of the Transaction is now complete.

Application for admission of the New MREL Notes and the New Tier 2 Notes to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange plc’s Main Market has been made and is expected to become effective on 1 December 2023.

Further Information

Any questions relating to this Announcement or the Written Resolutions should be addressed as follows:

Kroll Issuer Services LimitedThe Shard32 London Bridge StreetLondon SE1 9SGUnited Kingdom

Email:  metrobank@is.kroll.comOffer Website: https://deals.is.kroll.com/metrobank

Tel:    +44 20 7704 0880

Attention:  David Shilson

Metro Bank Investor Relations

Jo Roberts

+44 (0) 20 3402 8900

IR@metrobank.plc.uk

Metro Bank Media Relations

Tina Coates / Mona Patel

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

pressoffice@metrobank.plc.uk

Teneo

Charles Armitstead / Haya Herbert Burns

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

metrobank@teneo.com

Dated: 30 November 2023

ENDS