Metro Bank Regulatory News (MTRO)

Metro Bank Holdings PLC (LSE: MTRO LN)

28 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 CONFIRM SETTLEMENT DATE

THIS ANNOUNCEMENT IS ONLY FOR DISTRIBUTION OR TO BE MADE AVAILABLE (A) IN THE UNITED STATES, TO (X) “QUALIFIED INSTITUTIONAL BUYERS” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT AND (Y) “ACCREDITED INVESTORS” AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT (AS DEFINED BELOW) 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”)

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”)

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 £350,000,000 Fixed Rate Reset Callable Notes due 8 October 2025 (ISIN: XS2063492396; Common Code: 206349239) (the “Existing MREL Notes”) and the Bank’s £250,000,000 Fixed Rate Subordinated Notes due 26 June 2028 (ISIN: XS1844097987; Common Code: 184409798) (the “Existing Tier 2 Notes” and together with the Existing MREL Notes, the “Notes”) (the “Debt Refinancing”). Completion of the Equity Raise, the New MREL Notes Raise and the Debt Refinancing are inter-conditional (together, they are referred to herein as the “Transaction”).

On 7 November 2023, the Company and the Bank gave separate notices of written resolution (each a “Written Resolution”) requesting that the holders (the “Noteholders”) of the relevant Notes consent by way of the relevant Written Resolution to the Debt Refinancing as it affected their respective Notes.

On 15 November 2023, the Company and the Bank announced that the Written Resolutions had been duly executed by the registered holder of the relevant Notes on 15 November 2023.

On 27 November 2023, the Company announced the passing of the shareholder resolutions necessary to approve the Equity Raise.

Each of the Company and the Bank today announce that the Effectiveness Conditions in respect of each series of the Notes have been satisfied, payment of subscription funds have been made by investors to the Company in respect of the Equity Raise and the New MREL Notes Raise and all other conditions in respect of the Transaction have been satisfied. Accordingly, subject only to Admission (as defined below), the Settlement Date of the Transaction (including the Equity Raise, the New MREL Notes Raise and the Debt Refinancing) shall be 30 November 2023.

Application for admission of the new ordinary shares as part of the Equity Raise to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange plc’s Main Market (“Admission”) has been made and is expected to become effective and unconditional dealings are expected to commence at 8.00 a.m. (London time) on 30 November 2023.

Enquiries

For more information, please contact:

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

ENDS

About Metro Bank

Metro Bank services 2.8 million customer accounts and is celebrated for its exceptional customer experience. It remains one of the highest rated high street banks 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 August 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 2023.  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 Holdings PLC (registered in England and Wales with company number 14387040, registered office: One Southampton Row, London, WC1B 5HA) is the listed entity and holding company of Metro Bank PLC.

Metro Bank PLC (registered in England and Wales with company number 6419578, registered office: One Southampton Row, London, WC1B 5HA) is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority. ‘Metrobank’ is a registered trademark of Metro Bank PLC.  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 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.

Important Notices

This announcement has been issued by and is the sole responsibility of Metro Bank. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

Neither the content of Metro Bank’s website nor any website accessible by hyperlinks on Metro Bank’s website is incorporated in, or forms part of, this announcement.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. No securities referred to herein have been or will be registered under the US Securities Act of 1933 (the “Securities Act”) or under any securities laws of any state or other jurisdiction of the United States and such securities may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. No securities referred to herein, nor this announcement nor any other document connected with the proposed transactions referred to herein has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, and none of the foregoing authorities or any securities commission has passed upon or endorsed the merits of the proposed transactions or the securities referred to herein or the adequacy of this announcement or any other document connected with the proposed transactions referred to herein. Any representation to the contrary is a criminal offence in the United States.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for any securities in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or Australia, Canada, Japan, the People's Republic of China or South Africa, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

No representations or warranties, express or implied, are made as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information presented or contained in this release.

This release is for informational purposes only and does not constitute or form part of any invitation or inducement to engage in investment activity, nor does it constitute an offer or invitation to buy any securities, in any jurisdiction including the United States, or a recommendation in respect of buying, holding or selling any securities.

RBC Europe Limited (trading as “RBC Capital Markets”), which is authorised by the Prudential Regulatory Authority (the “PRA”) and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Metro Bank Holdings PLC and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Metro Bank Holdings PLC for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. Neither RBC Capital Markets nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with the subject matter of this announcement, any statement contained herein or otherwise.

Morgan Stanley & Co. International plc (“Morgan Stanley”), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Metro Bank Holdings PLC and for no one else in connection with the subject matter of this announcement. Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Metro Bank Holdings PLC for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the contents of this announcement or any matter referred to herein or otherwise.

Moelis & Company UK LLP (“Moelis & Company”), which is authorised and regulated by the FCA in the UK, is acting as exclusive financial adviser to Metro Bank Holdings PLC and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Metro Bank Holdings PLC for providing the protections afforded to clients of Moelis & Company nor for providing advice in connection with the matters referred to herein. Neither Moelis & Company nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Moelis & Company in connection with this announcement, any statement contained herein or otherwise.