Metro Bank plc (MTRO) Metro Bank plc: Publication of Prospectus
and Scheme Document 22-March-2023 / 12:23 GMT/BST
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Metro Bank PLC (LSE: MTRO LN)
22 March 2023
Metro Bank PLC ("Metro Bank")
Legal Entity Identifier: 213800X5WU57YL9GPK89
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION.
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A
PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD
NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW MB SHARES
EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT AND
THE PROSPECTUS WHICH ARE BEING PUBLISHED TODAY.
CAPITALISED TERMS DEFINED IN THE SCEHME DOCUMENT AND PROSPECTUS
HAVE THE SAME MEANING WHEN USED IN THIS ANNOUNCEMENT, UNLESS
OTHERWISE DEFINED IN THIS ANNOUNCEMENT.
Proposed introduction of Metro Bank Holdings PLC as a new
holding company of the Metro Bank Group by means of a Scheme of
Arrangement under Part 26 of the Companies Act 2006 and admission
to the premium listing segment of the Official List and to trading
on the main market of the London Stock Exchange.
Publication of Prospectus and Scheme Document
Today, Metro Bank published a Scheme Document relating to Metro
Bank's proposed introduction of Metro Bank Holdings PLC as a new
non-operating holding company above the Metro Bank Group by means
of a scheme of arrangement under Part 26 of the Companies Act
2006.
The Scheme is being undertaken as a reorganisation to comply
with the Bank of England's requirements for a 'clean holding
company' in order to facilitate the Metro Bank Group's "single
point of entry" resolution strategy and to ensure structural
subordination of MREL.
The Scheme is between Metro Bank and the Metro Bank Shareholders
and involves the cancellation of shares in Metro Bank currently
held by Metro Bank Shareholders ( the "Old MB Shares") in exchange
for the same number of shares in Metro Bank Holdings PLC (the "New
MB Shares"). The rights attaching to the Old MB Shares will be
substantively the same as those attaching to the New MB Shares at
the Scheme Effective Date.
The Scheme Document is now available at
www.metrobankonline.co.uk/investor-relations/ and includes full
details of the Scheme, together with an explanatory statement and
the notices convening the Metro Bank Court Meeting and the Metro
Bank General Meeting. The Scheme Document also contains the
expected timetable for the Scheme and specifies the necessary
actions to be taken by Metro Bank Shareholders.
Metro Bank has also today published a Prospectus relating to the
admission of the Metro Bank Holdings PLC shares to the premium
listing segment of the Official List and to trading on the main
market for listed securities of the London Stock Exchange
("Admission").
The Prospectus has been approved by the FCA and is available at
www.metrobankonline.co.uk/investor-relations/.
A copy of the Prospectus and the Scheme Document will shortly be
submitted to the National Storage Mechanism and will be available
for viewing at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Action to be taken by Metro Bank Shareholders
Metro Bank urges Metro Bank Shareholders to read the Scheme
Document and the Prospectus carefully because they contain
important information in relation to the Scheme, Admission and the
New MB Shares.
The Scheme is conditional upon a number of matters which are set
out in full in the explanatory statement contained in the Scheme
Document, including approval by Metro Bank Shareholders of the
Metro Bank Resolutions at the Metro Bank General Meeting and of the
Scheme at the Metro Bank Court Meeting as well as the necessary
regulatory approvals from the PRA and FCA being sanctioned by the
Court.
Expected timetable
The expected timetable of principal events for the
implementation of the Scheme and Admission is set out below. All
references to time in this Announcement are to London time.
Principal events Time and/or date
Publication of this Announcement, the Scheme 22 March 2023
Document and the Prospectus
Metro Bank Court Meeting 10.30 a.m. on 26 April
2023(1)
Metro Bank General Meeting 10.45 a.m. on 26 April
2023(2)
Court Hearing to sanction the Scheme 17 May 2023
Last day of dealings in Old MB Shares 19 May 2023
Scheme Effective Date After 6.30 p.m. on 19 May
2023
Delisting of Old MB Shares, Admission and commencement of dealings in New MB Shares on the 8.00 a.m. on 22 May 2023
London Stock Exchange 1. To commence at the time fixed or as soon thereafter as the annual general meeting of the Company hasconcluded or been adjourned. 2. To commence at the time fixed or as soon thereafter as the Metro Bank Court Meeting has been concluded orbeen adjourned.
Enquiries
For more information, please contact:
Metro Bank PLC Investor Relations
Jo Roberts
+44 (0) 20 3402 8900
IR@metrobank.plc.uk
Metro Bank PLC 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
RBC Capital Markets (Sponsor to Metro Bank)
Rupert Walford / Elliot Thomas / Kathryn Deegan
+44 (0) 20 7653 4000
ENDS
About Metro Bank
Metro Bank services 2.7 million customer accounts and is
celebrated for its exceptional customer experience. It is the
highest rated high street bank 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 February 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 2022.
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 PLC. Registered in England and Wales. Company number:
6419578. Registered office: One Southampton Row, London, WC1B 5HA.
'Metrobank' is the registered trademark of Metro Bank PLC.
It is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and Prudential
Regulation Authority. Most relevant 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 PLC 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.
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Dissemination of a Regulatory Announcement, transmitted by EQS
Group. The issuer is solely responsible for the content of this
announcement.
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ISIN: GB00BZ6STL67
Category Code: SOA
TIDM: MTRO
LEI Code: 213800X5WU57YL9GPK89
OAM Categories: 3.1. Additional regulated information required to be disclosed under the laws of a Member State
Sequence No.: 231855
EQS News ID: 1589425
End of Announcement EQS News Service
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