Metro Bank Holdings PLC (LSE: MTRO LN)

27 November 2023

 

 

Metro Bank Holdings PLC

 

Legal Entity Identifier: 984500CDDEAD6C2EDQ64

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR  CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN METRO BANK HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

 

Results of voting at the General Meeting

 

Metro Bank is pleased to announce that, at the General Meeting convened pursuant to the Notice of General Meeting, the Resolutions (as set out in the Notice of General Meeting) were duly passed with very strong support with over 90% of shareholders voting in support of all resolutions.

 

Background

 

On 8 October 2023, Metro Bank Holdings PLC (“Metro Bank” or the “Company”) announced that it had secured an inter-conditional £325 million capital raise, comprising £150 million of new equity and £175 million of new MREL notes, and a debt refinancing package in respect of £600 million of its outstanding debt securities (together, the “Capital Package”). The £150 million of new equity was structured as a firm placing of 500,000,000 new ordinary shares at an issue price of 30 pence per new ordinary share (the “Firm Placing”).

 

On 9 November 2023, Metro Bank published a combined prospectus and circular (the “Prospectus”) relating to the admission of the new ordinary shares issued as part of the Firm Placing. The Prospectus contained a Notice of General Meeting seeking shareholder approval to undertake the Firm Placing and to approve the waiver of the obligation of the Concert Party to make an offer under Rule 9 of the City Code on Takeovers and Mergers.

 

Capitalised terms defined in the Prospectus have the same meaning when used in this announcement, unless otherwise defined in this announcement.

 

General Meeting Voting Results

 

The votes on ordinary resolution 1 to approve the terms of the Firm Placing and to authorise the Directors to implement it, in each case as detailed in the Notice of General Meeting; and on ordinary resolution 2 to authorise the Directors to allot the New Shares in connection with the Firm Placing, as detailed in the Notice of General Meeting, were taken on separate polls and the results were as follows:

 

Resolution 1

 

Number of votes: For: 73,805,869 (92.73%) Against: 5,784,968 (7.27%) Withheld: 25,351

 

Resolution 2

 

Number of votes: For: 73,249,266 (92.03%) Against: 6,342,723 (7.97%) Withheld: 24,199

 

The vote on the special resolution to disapply pre-emption rights in respect of the allotment to be made pursuant to Resolution 2, as detailed in the Notice of General Meeting, was taken on a poll and the results were as follows:

 

Resolution 3

 

Number of votes: For: 73,720,190 (92.67%) Against: 5,828,401 (7.33%) Withheld: 67,597

 

The vote on the ordinary resolution of the Independent Shareholders to approve the Rule 9 Waiver granted by the Panel on Takeovers and Mergers, as detailed in the Notice of General Meeting was taken on a poll and the results were as follows:

 

Resolution 4

 

Number of votes: For: 58,050,459 (90.90%) Against: 5,813,897 (9.10%) Withheld: 27,918

 

In order to comply with the City Code, only Independent Shareholders’ votes were counted for the purpose of the vote on Resolution 4.

 

The Firm Placing remains subject to the satisfaction or, if applicable, waiver of certain conditions which are set out in Part I (Letter from the Chair of Metro Bank Holdings PLC) of the Prospectus.

 

It is expected that Admission of the New Shares will become effective and that unconditional dealings will commence at 8.00 a.m. on or around 30 November 2023 (London time), or such other date as the Company may notify.

 

Copies of the resolutions passed at the General Meeting will be submitted to the Financial Conduct Authority and will shortly be available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Capital Package

 

The Capital Package remains subject to receipt of the subscription funds from the investors, and to the admission of the New Shares to listing on the Official List and to trading on the London Stock Exchange’s main market for listed securities. The Company will release further announcements in respect of the progress to completion of the Capital Package as required.

 

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 the Company. 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 the Company’s website nor any website accessible by hyperlinks on the Company’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 Financial Conduct Authority (“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.