TIDMMTRO
RNS Number : 3261Z
Metro Bank PLC
16 May 2019
16 May 2019
Legal Entity Identifier: 213800X5WU57YL9GPK89
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN
THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION TO BE
CONTAINED IN THE PROSPECTUS.
PLEASE SEE THE IMPORTANT NOTICE CONTAINED WITHIN THIS
ANNOUNCEMENT.
Metro Bank PLC
Proposed Placing to raise c. GBP350 million
Metro Bank PLC ("Metro Bank" or the "Company") today announces
its intention to conduct a non-pre-emptive cash placing (the
"Placing") of c. GBP350 million through the issue of new ordinary
shares in the Company (the "Placing Shares"), at a price of 500
pence per Placing Share.
The Placing will be conducted through an accelerated book-build
process which will be launched immediately following this
announcement, in accordance with the terms and conditions set out
in the Appendix to this announcement. RBC Capital Markets and
Jefferies International Limited are acting as Joint Global
Coordinators and Keefe, Bruyette & Woods (acting through Stifel
Nicolaus Europe Limited) is acting as joint bookrunner in
connection with the Placing (together, the "Bookrunners").
The Placing is conditional, inter alia, on the Company's
shareholders' (the "Shareholders") approval to grant the Directors
authority to allot and issue the Placing Shares as if the
applicable statutory pre-emption rights did not apply (the
"Transaction Resolutions"). Approval will be sought for the
Transaction Resolutions at a general meeting to be convened at One
Southampton Row, London WC1B 5HA on 3 June 2019 at 3 p.m. (the
"General Meeting"), notice of which will be set out in a combined
circular and prospectus (the "Prospectus") which is expected to be
published on 17 May 2019. The Prospectus will, following
publication, be sent and made available on the Company's website to
Shareholders.
Expected timetable of principal events
-- Launch of Placing: immediately following this announcement
-- Expected closing of Placing: the Bookbuild (as defined below)
is expected to close no later than 4 p.m. (London time) on 17 May
2019 but may be closed earlier or later at the discretion of the
Bookrunners
-- Publication of Prospectus: 17 May 2019
-- General Meeting: 3 p.m. on 3 June 2019
-- Admission of Placing Shares: 5 June 2019
Reasons for the Placing and use of proceeds
Metro Bank's capital position will be strengthened by its
receipt of the net proceeds of the Placing, which will allow it to
further grow its loan balances and RWAs, while investing in the
expansion of stores and new technologies.
Metro Bank's disruptive, customer-led model continues to attract
new "FANS" and grow strongly. However, the macroeconomic backdrop
in the UK has been particularly challenging over recent quarters
and Metro Bank has not been immune to these pressures.
Specifically, the macro challenges for the sector include: (i) the
ongoing low interest rate environment; (ii) the competitive
environment; (iii) ongoing regulatory requirements; and (iv) the
pace of regulatory change.
In addition to these macro headwinds, Metro Bank has also been
impacted by certain company specific factors including: (i) the RWA
adjustment announced on 23 January 2019; (ii) Metro Bank believing
it is unlikely to receive approval for the AIRB approach for
residential mortgages before 2021; and (iii) operational
transformation required to improve scope for operational efficiency
(e.g., cost-to-income ratio).
As a result of the factors above, Metro Bank has been generating
capital through retained earnings at a lower rate. In addition, the
GBP95 million impact on its Tier 1 capital caused by the adjustment
of its RWAs has reduced its capital surplus, and its projected
future capital position has also been negatively impacted by the
change in expectation of the timing of AIRB migration.
As at 31 March 2019, Metro Bank's Common Equity Tier 1 Capital
("CET1") ratio was 12.1% of risk weighted assets, exceeding the
Tier 1 regulatory minimum of 10.6%. On a pro forma basis, were the
proceeds of the Placing to have been raised at 31 March 2019, the
Company's CET1 ratio would have been 15.6%.
Incremental disclosure on Metro Bank's previously announced cost
savings plans, RoE per store disclosures and 2019 guidance
The Company has today published a presentation that can be found
on its website (www.metrobankonline.co.uk/investor-relations),
which contains incremental detail around:
- Metro Bank's cost savings plan
o Metro Bank has completed its analysis of its cost base growth
over the medium term, and where costs can be saved or avoided
o Metro Bank has identified opex savings of GBP70-75 million
(pre leakage) versus its expected 2022 exit run-rate largely
through store efficiency initiatives and back-office savings. A
clear set of initiatives have been identified to deliver GBP15-19
million in opex exit run-rate savings for 2019
o In addition, the Company intends to target capex savings of
approximately GBP40-45 million by 2022, primarily through flexible
store size and formats as well as IT initiatives
- RoE per store disclosure
o The presentation contains additional underlying store RoE by
annual cohort
o Based on Metro Bank's Full Year 2018 cost:income ratio of 86%,
stores open for six years or more achieved an average RoE of
mid-single digits after pro-rata allocation of central costs
o Due to the Company's strategy of controlled asset growth and
increasing fee income, together with further store maturation
driving growth operating leverage, combined with the Company's cost
efficiency plan, Metro Bank expects the Company's RoE to be low
double digit by 2023
- 2019 guidance reiterated
o Metro Bank expects more modest deposit growth in 2019 with
Metro Bank transitioning to a run rate of approximately 20% after
2019
o Metro Bank expects to open approximately 8 new stores in 2019,
plus two C&I funded stores in Manchester and Liverpool
o Metro Bank will also manage its loan to deposit ratio in a
measured way towards its medium-term target of 85-90%, driving RWA
efficiency
o Cost: income ratio is expected to be at the upper end of its
85-90% guidance range
Current Trading and Prospects
On 1 May 2019, Metro Bank announced its results for the first
quarter to 31 March 2019. These demonstrated:
- Customer account growth of 97,000 (Q1 2018: 88,000) to 1.7
million, including year-on-year personal current account growth of
24%, and business current account growth of 23%
- Year-on-year total deposit growth of GBP2.4 billion, up 19% to
GBP15.1 billion. Deposit performance quarter on quarter was
impacted by adverse sentiment following Metro Bank's January
trading update, leading to a small number of commercial and
partnership customers withdrawing deposits in January and February,
resulting in a modest 3.6% reduction. Momentum in the core
franchise continued and total deposits stabilised in March and
returned to net growth in April
- Year-on-year loan growth of GBP4.2 billion, up 38% to GBP15.2
billion. Loan growth in the quarter was up GBP0.9 billion. Loan to
deposit ratio increased to 100% (Q4 2018: 91%) as a result of
servicing the committed lending pipeline originated during Q4
2018
- Underlying Profit before Tax at GBP6.9 million (Q1 2018:
GBP10.0 million) and statutory profit before tax at GBP4.3 million
(Q1 2018: GBP8.6 million). The year-on-year reduction reflects a
GBP2.0 million net effect of adopting IFRS 16 from 1 January 2019,
and GBP3.5 million quarterly interest expense on the Tier 2 debt
issued in June 2018. Underlying earnings per share were 5.1p (Q1
2018; 7.2p). Profitability benefited from fee and other income
growth of 22% in the quarter to GBP22.4 million (Q4 2018: GBP18.3
million), up 58% year-on-year, driven by the development of new
services and optimising fee structures
- Strong asset quality with cost of risk at 6bps, a 3bps
improvement from Q1 2018, reflecting Metro Bank's continued
low-risk lending approach
As may have been expected, Metro Bank experienced a short period
of deposit net outflows following the intense press speculation
between 10 and 13 May 2019. The position is stabilising. Upon
receipt of the expected net proceeds of the Placing, Metro Bank
will have a CET1 ratio of 15.6% and a leverage ratio of 6.6%,
giving Metro Bank additional capital headroom for future
growth.
In order to meet transitional MREL requirements by 1 January
2020, Metro Bank plans to issue up to GBP500 million of
MREL-eligible securities in 2019, as well as undertake further MREL
issuances ahead of 1 January 2022.
Metro Bank's success in delivering an outstanding customer
experience is best evidenced by the results of the Competition and
Markets Authority ("CMA") Service Quality surveys published in
February 2019. Metro Bank's customers rated it number one out of 16
banks and building societies for quality of service for personal
current accounts and number two for business current accounts, with
83% and 71% of customers "extremely likely" or "very likely" to
recommend Metro Bank's personal and business services,
respectively.
Details of the Placing
The Placing is subject to the terms and conditions set out in
the Appendix (which forms part of this announcement, such
announcement and the Appendix together being the "Announcement").
The Bookrunners will today commence a bookbuilding process in
respect of the Placing (the "Bookbuild"). The book will open with
immediate effect following this Announcement. The timing of the
closing of the book, pricing and allocations are at the discretion
of Metro Bank and the Bookrunners. Final details of the Placing,
its price and the number of Placing Shares will be announced as
soon as practicable after the close of the Bookbuild.
Conditions to the Placing and principles of pre-emption
The Placing is conditional, among other things, upon the
Transaction Resolutions having been passed by Shareholders at the
General Meeting, Admission becoming effective and the placing
agreement between the Company and the Bookrunners (the "Placing
Agreement") not being terminated in accordance with its terms. The
Appendix sets out further information relating to the Bookbuild and
the terms and conditions of the Placing. This Announcement should
be read in its entirety. In particular, you should read and
understand the information provided in the "Important Notice"
section of this Announcement.
Although the Placing will be undertaken on a non pre-emptive
basis, the Company intends to respect the principles of pre-emption
as far as practicable by extending the offer to participate to a
significant majority of Shareholders and, as far as practicable,
allocating to existing Shareholders at least up to what would be
their pre-emptive entitlement. The Company has, along with its
advisers, carefully considered the various possible offer
structures and sought to balance the potential for dilution to
non-participating Shareholders with the benefits to Shareholders as
a whole of promoting deal certainty and familiarity of structure to
the Company's Shareholder base.
Notice of General Meeting
The Prospectus will include a Notice convening a General Meeting
to be held at 3 p.m. on 3 June 2019 at One Southampton Row, London
WC1B 5HA. The purpose of the General Meeting is to consider and, if
thought fit, to pass the Transaction Resolutions which seek
approval to undertake the Placing. The General Meeting and the
Transaction Resolutions are separate from the AGM to be held at
1.30 p.m. on 21 May 2019 and the resolutions proposed to the
AGM.
In summary, the Transaction Resolutions (which comprise two
ordinary resolutions and a special resolution) will seek the
approval of Shareholders:
(i) to the terms of the Placing, and to direct the Board to
exercise all powers to cause Metro Bank to implement the
Placing;
(ii) to grant the Board authority to allot the Placing Shares
for cash for the purposes of the Placing pursuant to section 551 of
the Companies Act; and
(iii) to grant the Board authority to allot the Placing Shares
to be issued under the authority to allot requested under the
resolution described in paragraph (ii) above as if the pre-emption
rights in section 561 of the Companies Act did not apply and,
therefore, allow the Board to implement the Placing on a non
pre-emptive basis without first offering the Placing Shares to
existing Shareholders.
Director's participation and Recommendation
Vernon W. Hill, II, the Chairman, Craig Donaldson, the Chief
Executive Officer, and David Arden, the Chief Financial Officer and
Company Secretary, have indicated their intention to subscribe,
respectively, for up to GBP5 million, GBP350 thousand and GBP75
thousand in the Placing. Non-executive directors, Alastair (Ben)
Gunn, Sir Michael Snyder, Eugene Lockhart, Paul Thandi and Stuart
Bernau have indicated their intention to subscribe, respectively,
for up to GBP100 thousand, GBP100 thousand, GBP50 thousand, GBP150
thousand and GBP5 thousand in the Placing.
The Board considers the Placing to be in the best interests of
the Shareholders taken as a whole. Accordingly, the Board
unanimously recommends that Shareholders vote in favour of the
Transaction Resolutions, as the Directors intend to do in respect
of their own beneficial holdings, which amount in aggregate to
6,156,306 ordinary shares and represent approximately 6.3% of the
Company's issued ordinary share capital.
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 and was authorised
for release by David Arden, Chief Financial Officer.
For further information on this announcement, please
contact:
Metro Bank plc
David Arden, Chief Financial Officer +44 (0) 20 3402 8900
Jo Roberts, Investor Relations +44 (0) 20 3402 8900
Media Relations
Tina Coates / Latika Shah / Abigail Whittaker +44 (0) 7811 246
016 / +44 (0)7950 671 948 /
+44 (0)7989 876136
Global Coordinators and Bookrunners
RBC Capital Markets
Oliver Hearsey / Marcus Jackson / Duncan Smith +44 (0) 20 7653
4000
Jefferies International Limited
Paul Nicholls / Graham Davidson / Max Jones +44 (0) 20 7029 8000
Bookrunner
Keefe, Bruyette & Woods, a Stifel company
Tom Michaud / Robin Mann / Stewart Wallace +44 (0) 20 7710 7600
Teneo
Charlie Armitstead / Anthony Silverman / Haya Herbert Burns +44 (0)20 7260 2700
About Metro Bank
Metro Bank is the revolution in British banking. It is
celebrated for its exceptional customer experience and achieved the
top spot in the Competition and Market Authority's Service Quality
Survey among personal current account holders for its overall
service and came second among business current account holders in
February 2019. It was also awarded 'Best All Round Personal Finance
Provider' at the Moneynet Personal Finance Awards 2019, as well as
'Most Trusted Financial Provider' at the Moneywise Customer Service
Awards in 2016 and 2017 and 'Financial Services Company of the
Year' at the Evening Standard Business Awards 2017. It is
recognised by Glassdoor in its 'Best Place to Work UK 2019' top 50
list.
Offering retail, business, commercial and private banking
services, it prides itself on using technology to give customers
the choice to bank however, whenever and wherever they choose.
Whether that's through its growing network of stores open seven
days a week, from early in the morning to late at night, 362 days a
year; on the phone through its UK-based 24/7 contact centres manned
by people not machines; or online through its internet banking or
award-winning mobile app: the bank offers customers real
choice.
The bank employs over 3,900 colleagues and is headquartered in
Holborn, London.
Metro Bank PLC. Registered in England and Wales. Company number:
6419578. Registered office: One Southampton Row, London, WC1B 5HA.
'Metrobank' is the registered trade mark 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.
Important Notice
No action has been taken by the Company or RBC Europe Limited
(trading as RBC Capital Markets), Jefferies International Limited
or Keefe, Bruyette & Woods (acting through Stifel Nicolaus
Europe Limited) (together, the "Bookrunners"), or any of their
respective affiliates or any other person acting on their behalf,
that would, or which is intended to, permit a public offer of the
Placing Shares in any jurisdiction, or possession or distribution
of this Announcement or any other offering or publicity material
relating to the Placing Shares in any jurisdiction where action for
that purpose is required. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. Persons into whose possession this Announcement
comes shall inform themselves about, and observe, such
restrictions. Persons needing advice should consult an independent
financial adviser.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE, BUY, SUBSCRIBE,
SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SELL,
ACQUIRE, DISPOSE OR SUBSCRIBE FOR THE PLACING SHARES OR ANY OTHER
SECURITY IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA, COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, JAPAN,
SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO
WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered,
sold or transferred, directly or indirectly, in or into or from the
United States except pursuant to an 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. There
is no public offering of the Placing Shares in the United States,
the United Kingdom or elsewhere. No representation is being made as
to the availability of any exemption under the Securities Act for
the reoffer, resale, pledge or transfer of the Placing Shares.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any State securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; no approval has been sought from the South
African Reserve Bank in relation to restrictions applicable to
residents and non-residents as to the remittance of funds from
South Africa to a foreign country; and the Placing Shares have not
been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Japan or South Africa. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Japan,
South Africa or any other jurisdiction outside the United Kingdom
or to, or for the account or benefit of any national, resident or
citizen of Australia, Japan or South Africa.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Bookrunners
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels. RBC Europe Limited (trading as
RBC Capital Markets), which is authorised by the Prudential
Regulation Authority ("PRA") and regulated in the United Kingdom by
the FCA and the PRA, and Jefferies International Limited and Keefe,
Bruyette & Woods (acting through Stifel Nicolaus Europe
Limited) which are authorised and 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.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Bookrunners nor any of their respective affiliates or agents (or
any of their respective directors, officers, employees or advisers)
for the contents of this Announcement, or any other written or oral
information made available to or publicly available to any
interested party or its advisers, or any other statement made or
purported to be made by or on behalf of any of the Bookrunners or
any of their respective affiliates in connection with the Company,
the Placing Shares or the Placing and any responsibility therefor
is expressly disclaimed. The Bookrunners and each of their
respective affiliates accordingly disclaim all and any liability,
whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained
in this Announcement and no representation or warranty, express or
implied, is made by any of the Bookrunners or any of their
respective affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made on the
basis of the terms and conditions set out in the Appendix to this
Announcement.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which sometimes
use words such as "aim", "anticipate", "believe", "intend", "plan"
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts and reflect the directors'
beliefs and expectations and involve a number of risks,
uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statement. These statements are subject to unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, neither the Company nor the Bookrunners
assume any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this Announcement. Any
indication in this Announcement of the price at which Placing
Shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. No statement in this Announcement
is or is intended to be a profit forecast or profit estimate or to
imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company. The price of shares and the
income from them may go down as well as up and investors may not
get back the full amount invested on disposal of the shares. Past
performance is no guide for future performance and persons reading
this Announcement should consult an independent financial
adviser.
In connection with the Placing, each of the Bookrunners and any
of their affiliates, acting as investors for their own account, may
take up a portion of the shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for their own accounts such shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or acquisition, placing or dealing by, the
Bookrunners and any of their affiliates acting in such capacity. In
addition, the Bookrunners and any of their affiliates may enter
into financing arrangements (including swaps) with investors in
connection with which the Bookrunners and any of their respective
affiliates may from time to time acquire, hold or dispose of
shares. The Bookrunners do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
The most recent Annual and Interim Reports and other information
are available on the Metro Bank website at
www.metrobankonline.co.uk/investor-relations. 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 does not constitute a recommendation
concerning the Placing.
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THIS
"ANNOUNCEMENT"), AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ADDRESSED TO AND
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE "QUALIFIED INVESTORS" WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE
(DIRECTIVE 2003/71/EC AND AMMENTS THERETO, INCLUDING THE 2010 PD
AMING DIRECTIVE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED
INVESTORS"); (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED
INVESTORS AND WHO ARE (I) INVESTMENT PROFESSIONALS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 AS AMED (THE "ORDER"), OR (II)
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN METRO BANK PLC (THE
"COMPANY").
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS
AMED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY
STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN
ACQUISITION OF PLACING SHARES.
Persons who are invited to and who choose to participate in the
Placing (the "Placees"), by making an oral or written offer to
acquire Placing Shares pursuant to the terms of the Placing,
including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares in the Placing is given, will:
(i) be deemed to have read and understood this Announcement,
including this Appendix, the placing proof dated 13 May 2019 of a
prospectus (the "Placing Proof") prepared in accordance with the
Prospectus Rules relating to the Company, the Placing and the
Placing Shares and made available to Placees, and the pricing
information expected to be published in a placing results
announcement on or about 17 May 2019 (the "Pricing Information")
and made available to Placees, in their entirety (together, the
"Placing Documents"); and (ii) be making such offer on the terms
and conditions of the Placing contained in this Appendix, the
Placing Proof and the Pricing Information, including providing (and
shall only be permitted to participate in the Placing on the basis
that they have provided) the representations, warranties,
acknowledgements, agreements and undertakings, set out therein and
in this Announcement. In particular, each such Placee represents,
warrants and acknowledges that:
1) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business; or
2) either: (i) it has received from the Company and will return
a duly executed copy of an investor letter (the "US Investor
Letter") certifying that it is an "accredited investor" within the
meaning of Rule 501(a) under the Securities Act; or it is a
"qualified institutional buyer" ("Qualified Institutional Buyer" or
"QIB") as defined in Rule 144A under the Securities Act; or (iii)
it is acquiring the Placing Shares for its own account or for an
account with respect to which it exercises sole investment
discretion, and it (and any such account) is outside the United
States and is acquiring the Placing Shares in an "offshore
transaction" in accordance with Regulation S under the Securities
Act; and
3) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a member state of the EEA which has
implemented the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of the Bookrunners has
been given to each such proposed offer or resale.
This Announcement does not constitute investment advice or an
offer to underwrite, sell or issue or the solicitation of an offer
to buy, subscribe for, or otherwise acquire or dispose of, ordinary
shares in the capital of the Company in the United States,
Australia, Japan, South Africa or in any jurisdiction in which such
offer or solicitation is unlawful. No public offer of securities of
the Company is being made in the United Kingdom, the United States
or elsewhere.
The Company has not been and will not be registered as an
investment company under the Investment Company Act of 1940.
The Placing Shares have not been and will not be registered
under the Securities Act or with any securities regulatory
authority of any State or other jurisdiction of the United States,
and have not been approved or disapproved by the US Securities and
Exchange Commission, any State securities commission or other
regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United
States. The Placing Shares are being offered and sold outside the
United States in accordance with Regulation S under the Securities
Act. Any offering to be made in the United States will be made
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; no approval has been sought
from the South African Reserve Bank in relation to restrictions
applicable to residents and non-residents as to the remittance of
funds from South Africa to a foreign country; and the Placing
Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state,
province or territory of Australia, Japan or South Africa.
Accordingly, the Placing Shares may not (unless an exemption from
the registration, prospectus delivery or other similar requirement
under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United
States, Australia, Canada, Japan, South Africa or any other
jurisdiction outside the United Kingdom or to, or for the account
or benefit of any national, resident or citizen of Australia, Japan
or South Africa or to any investor located or resident in
Canada.
The Bookrunners do not make any representation to any Placees
regarding an investment in the securities referred to in this
Announcement (including this Appendix), the Placing Proof or the
Prospectus (as defined below).
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Placing Agreement and the Placing Shares
The Bookrunners have entered into a placing agreement (the
"Placing Agreement") with the Company under which they have agreed
as agents for the Company to use their respective best endeavours
to procure Placees for the Placing Shares, on the terms and subject
to the conditions set out therein.
Each of the Bookrunners has severally (and not jointly or
jointly and severally) agreed with the Company, in the event of any
default by any Placee in paying the Placing Price (as defined
below) in respect of any Placing Shares allocated to it, to take up
such Placing Shares themselves at the Placing Price in each case in
the agreed proportions as set out in the Placing Agreement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of the Company, including the right to receive all dividends
and other distributions declared, made or paid after the date of
issue, and will on issue be free of all claims, liens, charges,
encumbrances and equities.
In connection with the Placing and Admission, the Company
expects to publish a combined circular and prospectus (the
"Prospectus") on or about 17 May 2019 following approval by the FCA
in accordance with the Prospectus Rules.
Application will be made to the FCA for admission of the Placing
Shares to listing on the Official List of the UK Listing Authority
("UKLA") and to London Stock Exchange plc for admission to trading
of the Placing Shares on its main market for listed securities
("Admission"). It is expected that Admission of the Placing Shares
will become effective at or around 8.00 a.m. on 5 June 2019 (or
such later time and/or date as the Bookrunners may agree with the
Company, not being later than 8:00 a.m. on 12 June 2019) (the
"Admission Date") and that dealings in the Placing Shares will
commence at that time.
Bookbuild
The Bookrunners will today commence the bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Bookrunners and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing
1) The Bookrunners are arranging the Placing severally (and not
jointly or jointly and severally) as joint bookrunners and agents
of the Company. Participation in the Placing will only be available
to persons who may lawfully be, and are, invited to participate by
any of the Bookrunners or the Company. Each of the Bookrunners and
their respective affiliates are entitled to enter bids as principal
in the Bookbuild.
2) The Bookbuild, if successful, will establish a single price
payable in respect of each Placing Share (the "Placing Price") to
the Bookrunners (or in the case of certain persons, the Company) by
all Placees whose bids are successful. The Placing Price and the
aggregate proceeds to be raised through the Placing will be agreed
between the Company and the Bookrunners following completion of the
Bookbuild, and any discount to the market price of the ordinary
shares will be determined in accordance with the Listing Rules of
the FCA or as otherwise approved by Shareholders at the General
Meeting. The Placing Price and the number of Placing Shares to be
issued will be announced via a Regulatory Information Service
following the completion of the Bookbuild (the "Pricing
Information").
3) To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
one of the Bookrunners. Each bid should state the number of Placing
Shares which the prospective Placee wishes to acquire either at the
Placing Price ultimately established by the Company and the
Bookrunners or at prices up to a price limit specified in its bid.
Bids may be scaled down by the Bookrunners on the basis referred to
in paragraph 6) below.
4) The Bookbuild is expected to close no later than 4 p.m.
(London time) on 17 May 2019 but may be closed earlier or later at
the discretion of the Bookrunners. The Bookrunners may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed.
5) Each Placee's allocation will be confirmed to Placees orally
by the Company and/or the relevant Bookrunner following the close
of the Bookbuild, and a trade confirmation will be dispatched as
soon as possible thereafter. The Company's and/or the relevant
Bookrunner's oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of such Bookrunner and the
Company, under which such Placee agrees to acquire the number of
Placing Shares allocated to it and to pay the relevant Placing
Price on the terms and conditions set out in this Appendix, the
Placing Proof and in accordance with the Company's articles of
association.
6) Subject to paragraphs 3) and 4) above, each of the Company
and the Bookrunners may, in agreement with each other, choose to
accept bids, either in whole or in part, and may scale down any
bids on such basis as they may determine. The Company and the
Bookrunners may also, notwithstanding paragraphs 3) and 4) above,
and subject to prior agreement with each other: (i) allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time; and (ii) allocate Placing
Shares after the Bookbuild has closed to any person submitting a
bid after that time. The Company reserves the right to reduce or
seek to increase the amount to be raised pursuant to the
Placing.
7) Subject to paragraphs 3) and 4) above, the Bookrunners will,
in effecting the Placing, agree with the Company the identity of
the Placees and the basis of allocation of the Placing Shares.
8) A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix, the Placing Proof and the
Pricing Information, will be legally binding on the Placee on
behalf of which it is made and, except with the Bookrunners'
consent, will not be capable of variation or revocation after the
time at which it is submitted. Each Placee will also have an
immediate, separate, irrevocable and legally binding obligation
owed to the Bookrunners, as agent for the Company, to pay the
Bookrunners (or as they may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of Placing
Shares that such Placee has agreed to acquire. Each Placee's
obligations will be owed to the Bookrunners.
9) Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunners or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
10) Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
11) All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
12) The Bookrunners may choose to accept bids, either in whole
or in part, on the basis of allocations determined in agreement
with the Company and may scale down any bids for this purpose on
such basis as they may determine. The Bookrunners may also,
notwithstanding paragraphs 3) and 8) above and subject to prior
consent of the Company: (i) allocate Placing Shares after the time
of any initial allocation to any person submitting a bid after that
time; and (ii) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The Company
reserves the right (upon agreement with the Bookrunners) to reduce
or seek to increase the amount to be raised pursuant to the
Placing, at its absolute discretion. The acceptance of the bids
shall be at the relevant Bookrunner's absolute discretion, subject
to agreement with the Company.
13) By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by the Company and/or a Bookrunner.
14) To the fullest extent permissible by law, none of the
Bookrunners, the Company nor any of their respective directors,
officers, employees, agents or affiliates shall have any
responsibility or liability (whether in contract, tort or
otherwise) to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of the
Bookrunners, the Company nor any of their respective directors,
officers, employees, agents or affiliates, shall have any
responsibility or liability (whether in contract, tort or otherwise
and including to the extent permissible by law or any fiduciary
duties) in respect of the Bookrunners' conduct of the Bookbuild or
of such alternative method of effecting the Placing as the
Bookrunners, their respective affiliates and the Company may
agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Bookrunners' obligations under the Placing Agreement are
conditional on terms and conditions, including among others:
1) the passing of the resolutions at the extraordinary general
meeting of the Company's shareholders to held on 3 June 2019;
2) the representations and warranties of the Company contained
in the Placing Agreement being true, accurate and not misleading as
of the date of the Placing Agreement, the date of the Prospectus
and the Closing Date (as defined below);
3) the approval of the Prospectus by the FCA;
4) the Company allotting and issuing, subject only to Admission, the Placing Shares;
5) Admission occurring not later than 8:00 a.m. London time on 5
June 2019 (the "Closing Date") (or such later time or date as the
Bookrunners may agree with the Company, not being later than 12
June 2019);
6) the execution and delivery of the Terms of Subscription by
the Company and the Bookrunners; and
7) the publication by the Company of the Placing Results
Announcement on a Regulatory Information Service following the
execution of the Terms of Subscription.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Bookrunners by the respective time
or date where specified (or such later time or date as the Company
and the Bookrunners may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below under "Right to
terminate under the Placing Agreement", the Placing will lapse and
the Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect
thereof.
The Bookrunners may, in their discretion, waive compliance by
the Company with the whole or any part of the Company's obligations
in relation to the conditions contained in the Placing Agreement
save that conditions (1), (3) and (4) above may not be waived. Any
such waiver will not affect Placees' commitments as set out in this
Announcement.
None of the Bookrunners, nor any of their respective directors,
officers, employees, agents or affiliates, shall have any liability
(whether in contract, tort or otherwise) to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive
the satisfaction of any condition to the Placing nor for any
decision it may make as to the satisfaction of any condition or in
respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of the Bookrunners.
Right to terminate under the Placing Agreement
The Bookrunners are entitled, by notice to the Company given at
any time on or prior to Admission, to terminate the Placing
Agreement in accordance with the terms of the Placing Agreement in
certain circumstances, including among others:
1) where there has been a breach by the Company of any of the
representations, warranties and undertakings of the Company
contained in the Placing Agreement or any other material provision
of the Placing Agreement which the Bookrunners consider make it
impracticable to proceed with Admission or the underwriting of the
Placing Shares; or
2) upon the occurrence of certain material adverse changes in
the condition (financial or otherwise) or prospects of the Company
or the Group or in the relevant financial markets or in the event
of a force majeure event.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by any Bookrunner of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of such Bookrunner and that it need not make any reference to
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise and neither the Company nor
the Bookrunners nor any of their respective directors, officers,
employees, agents or affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure to
exercise or otherwise.
Lock-up
The Company has undertaken to the Bookrunners that from the date
of the Placing Agreement to the date falling 180 days from the date
of Admission, neither it nor any of its subsidiaries or other
affiliates over which it exercises management or voting control,
nor any person acting on its or their behalf will, without the
prior written consent of the Bookrunners: (a) allot, offer, issue
(or contract to allot or issue), or directly or indirectly lend,
sell, transfer, pledge, lien, charge, grant any rights in respect
of or security or an option over its ordinary shares, or enter into
any other agreement or arrangement having a similar effect, or in
any way, whether directly or indirectly, dispose of the legal title
to or beneficial interest in ordinary shares, or publicly disclose
the intention to make any such allotment, issue, sale, transfer,
pledge, lien, charge, grant or offer; or (b) enter into any swap or
other agreement, arrangement or transaction that transfers, confers
or allots, in whole or in part, directly or indirectly, any of the
economic consequences of the ownership of ordinary shares; or (c)
carry out any capital increases or issue any convertible bonds,
exchangeable bonds or other securities which are convertible,
exchangeable, exercisable into, or otherwise give the right to
subscribe for or acquire its ordinary shares, whether directly or
indirectly, (whether any such swap, agreement, arrangement or
transaction described in (a) or (b) is to be settled by delivery of
ordinary shares, cash or otherwise), provided that these
restrictions shall not apply in relation to (i) the issue of the
Placing Shares pursuant to the Placing and (ii) the grant or award
in the ordinary course of options or ordinary shares under, and
issuances of ordinary shares of the Company pursuant to the
Company's executive or employee share schemes or incentive plans
existing on the date of the Placing Agreement and as will be
disclosed in the Prospectus.
By participating in the Placing, Placees agree that the exercise
by any Bookrunner of any power to grant consent to the undertaking
by the Company of a transaction which would otherwise be subject to
the lock-up under the Placing Agreement shall be within the
absolute discretion of that Bookrunner and that it need not make
any reference to, or consult with, Placees and that it shall have
no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Withdrawal rights
Placees will be deemed to acknowledge that their respective
agreements to subscribe for the number of Placing Shares comprised
in their Final Placing Participations (as defined below) is not by
way of acceptance of a public offer made or to be made in the
Prospectus but is by way of a collateral contract and, accordingly,
section 87Q of FSMA does not entitle Placees to withdraw their
acceptance in the event that the Company publishes a supplementary
prospectus in connection with the Placing and/or Admission.
Registration and Settlement
Upon completion of the Bookbuild, the Bookrunners will confirm
the final allocations of Placing Shares to be issued to Placees
(each a "Final Placing Participation") pursuant to the Placing
orally or in writing to Placees and will issue a contract note or
trade confirmation in respect of such Final Placing Participations.
The contract note or trade confirmation will include the payment
and settlement procedures to be followed by Placees in connection
with their subscriptions for the Placing Shares comprised in their
Final Placing Participations.
Settlement of transactions in the Placing Shares (ISIN:
GB00BZ6STL67) following Admission will take place within the CREST
system, subject to certain exceptions. The Bookrunners and the
Company reserve the right to require settlement for and delivery of
the Placing Shares to Placees by such other means that they deem
necessary if delivery or settlement is not possible or practicable
within the CREST system within the expected time for settlement and
delivery set out in the contract note or trade confirmation or
would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation in accordance with the standing arrangements
in place with the relevant Bookrunner (or, where applicable, the
Company) stating the number of Placing Shares allocated to it at
the Placing Price, the aggregate amount owed by such Placee to the
Bookrunner (or, where applicable, the Company) and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement
instructions in respect of the Placing Shares that it has in place
with the relevant Bookrunner (or, where applicable, the
Company).
It is expected that settlement will be on 5 June 2019 in
accordance with the instructions set out in the trade
confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Bookrunners' account and benefit,
an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by 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 or stamp duty reserve tax or other similar
taxes imposed in any jurisdiction (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any circumstances in which any stamp duty or stamp
duty reserve tax (together with interest and penalties) is payable
in respect of the issue of the Placing Shares, neither the
Bookrunners nor the Company, nor their respective affiliates,
directors, officers or employees shall be responsible for the
payment thereof.
Representations, Warranties and Further Terms
By communicating a bid for Placing Shares each Placee (and any
person acting on such Placee's behalf):
1) represents and warrants that it has read and understood this
Announcement, including the Appendix, in its entirety and that its
subscription for the Placing Shares is subject to and based upon
all the terms, conditions, warranties, acknowledgements, agreements
and undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement;
2) represents and warrants that it has not relied on any
information, representations and/or warranties from any of the
Bookrunners or the Company or any person save for the information
contained in the Placing Documents;
3) represents and warrants that it has such knowledge,
sophistication and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of an investment in the Placing Shares. The Placee
is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of, and is able to sustain a complete loss
in connection with, an investment in the Placing Shares and has no
need for liquidity with respect to its investment in the Placing
Shares. The Placee has relied on its own examination and due
diligence of the Company and its subsidiaries taken as a whole (the
"Group") relating to the Placing, and the terms of the Placing,
including the merits and risks involved;
4) acknowledges and agrees that it has: (i) made its own
assessment and satisfied itself concerning legal, regulatory, tax,
business and financial considerations in connection with the
Placing to the extent it deems necessary; (ii) had access to review
the Placing Documents and publicly available information concerning
the Group that it considers necessary or appropriate and sufficient
in making an investment decision; (iii) reviewed the Placing
Documents and such information as it believes is necessary or
appropriate in connection with its acquisition of the Placing
Shares; and (iv) made its investment decision based upon its own
judgement, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of the
Bookrunners;
5) understands and agrees that it may not rely on any
investigation that the Bookrunners, their respective affiliates or
any person acting on their behalf may or may not have conducted
with respect to the Company, the Group or the Placing and the
Bookrunners have not made any representation to it, express or
implied, with respect to the accuracy or adequacy of publicly
available information concerning the Company, the merits of the
Placing, the acquisition of the Placing Shares, or as to the
condition, financial or otherwise, of the Company, the Group, or as
to any other matter relating thereto, and nothing herein shall be
construed as a recommendation to it to purchase the Placing
Shares;
6) acknowledges and understands that this Announcement and any
other announcement or presentation provided to it (if any) have
been prepared by, and are the sole responsibility of, the Company
and no such announcement or presentation (if any) nor any other
information has been prepared by, or is the responsibility of, the
Bookrunners, their respective affiliates or any person acting on
their behalf, for the purposes of the Placing;
7) acknowledges and understands that the contents of the Placing
Documents and the Prospectus are exclusively the responsibility of
the Company and that none of the Bookrunners nor any of their
respective affiliates nor any person acting on their behalf will be
responsible for or shall have liability for any information,
representation or statement contained therein, and none of the
Bookrunners nor their respective affiliates or any person acting on
their behalf will be responsible or liable for its investment
decision in relation to the Placing Shares based on any information
representation or statement contained in the Placing Documents or
the Prospectus;
8) acknowledges and understands that none of the Bookrunners,
their respective affiliates or any person acting on behalf of any
of them has or shall have any liability for any publicly available
or filed information or any information, representation, warranty
or statement relating to the Company, the Group or its business
contained therein or otherwise, provided that nothing in this
paragraph excludes liability of any person for fraudulent
misrepresentation made by that person;
9) acknowledges and agrees that it will only be entitled to rely
on any information or representation in relation to the Company or
the Placing Shares contained in the Placing Documents, the form of
the Prospectus finally published and any supplementary
prospectus;
10) acknowledges and agrees that it will not hold the
Bookrunners, their respective affiliates or any person acting on
their behalf responsible or liable for any information,
representation or statement contained in, or any misstatements in
or omissions from, this Announcement, any publicly available
information relating to the Group or any information made available
(whether in written or oral form) in presentations with investors
relating to the Group (the "Information") and that none of the
Bookrunners, their respective affiliates or any person acting on
behalf of them, makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
Information or accepts any responsibility for any of such
Information and will not be liable for any Placee's decision to
participate in the Placing based on any such Information;
11) acknowledges and agrees that none of the Bookrunners (nor
any of their respective affiliates, agents, directors, officers and
employees) accepts any responsibility for any acts or omissions of
the Company or any of the directors of the Company or any person
(other than the relevant Bookrunner) in connection with the
Placing;
12) acknowledges that the Placing Shares have not been and will
not be registered or qualified for offer and sale nor will a
prospectus be cleared in respect of any of the Placing Shares under
the securities laws or legislation of the United States, Australia,
Canada, Japan or South Africa or any other jurisdiction where the
availability of the Placing would breach applicable law (each an
"Excluded Territory") and, subject to certain exceptions, may not
be offered, sold, or delivered or transferred, directly or
indirectly, within those jurisdictions;
13) represents and warrants that it is not, and at the time the
Placing Shares are acquired will not be, a resident of Australia,
Japan or South Africa;
14) represents and warrants that it has not and will not
distribute or publish the Placing Proof, the Prospectus, or any
advertisement or other offering material in relation to the Placing
Shares directly or indirectly in, into or within any of the
Excluded Territories;
15) with respect to any Placing Shares offered to or acquired by
it in the United States or for and on behalf of persons in the
United States, it understands and agrees: (i) that it is either an
"accredited investor" within the meaning of Rule 501(a) under the
Securities Act or a Qualified Institutional Buyer within the
meaning of Rule 144A under the Securities Act, acquiring such
Placing Shares for its own account or for the account of one or
more QIBs with respect to whom it has full power and authority to
make, and does make, the representations, warranties and agreements
set forth herein; (ii) that the Placing Shares are being offered
and sold to it in accordance with an exemption from registration
under the Securities Act for transactions by an issuer not
involving a public offering of securities in the United States and
that the Placing Shares have not been, and will not be, registered
under the Securities Act or with any State or other jurisdiction of
the United States; (iii) that the Placing Shares may not be
reoffered, resold, pledged or otherwise transferred by it except:
(a) outside the United States pursuant to Rule 903 or Rule 904 of
Regulation S under the Securities Act ("Regulation S"); (b) in the
United States to a person whom the seller reasonably believes is a
qualified institutional buyer ("QIB") to whom notice is given that
the offer, sale or transfer is being made in reliance on Rule 144A
under the Securities Act; (c) pursuant to Rule 144 under the
Securities Act (if available); (d) to the Company; (e) pursuant to
an effective registration statement under the Securities Act; or
(f) pursuant to another available exemption, if any, from
registration under the Securities Act, in each case in compliance
with all applicable laws; (iv) that the Placing Shares are
"restricted securities" as defined in Rule 144(a)(3) under the
Securities Act; (v) to notify any transferee to whom it
subsequently reoffers, resells, pledges or otherwise transfers the
Placing Shares of the foregoing restrictions on transfer; (vi) for
so long as the Placing Shares are "restricted securities" (within
the meaning of Rule 144(a)(3) under the Securities Act), it will
segregate such Placing Shares from any other shares that it holds
that are not restricted securities, shall not deposit such Placing
Shares in any depositary facility established or maintained by
a
depositary bank and will only transfer such Placing Shares in
accordance with this paragraph; (vii) if it is acquiring the
Placing Shares as a fiduciary or agent for one or more investor
accounts, each such account is a QIB, it has sole investment
discretion with respect to each such account and it has full power
and authority to make the acknowledgements, representations,
warranties and agreements herein on behalf of each such account;
(viii) it is acquiring such Placing Shares for its own account (or
the account of a QIB as to which it has sole investment discretion)
for investment purposes and (subject to the disposition of its
property being at all times within its control) not with a view to
any distribution of the Placing Shares; (ix) that no representation
has been made as to the availability of the exemption provided by
Rule 144, Rule 144A or any other exemption under the Securities Act
for the reoffer, resale, pledge or transfer of the Placing Shares;
and (x) for so long as the Placing Shares are restricted
securities, it undertakes and agrees that such shares may be
offered, resold, pledged or otherwise transferred only outside the
United States in accordance with Regulation S under the Securities
Act;
16) with respect to any Placing Shares offered to or acquired by
it in Canada or for or on behalf of persons in Canada, it
understands and agrees that: (i) it is a Canadian resident; (ii) it
is basing its investment decision solely on this Announcement and
not on any other information (including, but not limited to,
advertisements in any printed media of general and regular paid
circulation, radio, television or telecommunications, including
electronic display, or any other form of advertising in Canada)
concerning the Company or the Placing; (iii) it is entitled under
applicable Canadian securities law to purchase the Placing Shares
without the benefit of a prospectus qualified under such securities
laws and, without limiting the generality of the foregoing, is an
"accredited investor" as defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions and subsection 73.3(1) of
the Securities Act (Ontario), and a "permitted client" as defined
in section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations; (iv)
it is either purchasing the Placing Shares as principal for its own
account, or is deemed to be purchasing Placing Shares as principal
by applicable law; (v) it acknowledges that the Placing Shares are
being distributed in Canada on a private placement basis only and
agrees to resell the Placing Shares only in accordance with the
requirements of applicable securities laws, including in
particular, that any resale of the Placing Shares must be made in
accordance with, or pursuant to an exemption from, or in a
transaction not subject to, the prospectus requirements of
applicable provincial securities laws, which resale restrictions
may in some circumstances apply to resales made outside of Canada,
and the Placee is further advised to seek Canadian legal advice
prior to any resale of the Placing Shares, both within and outside
of Canada; and (vi) the Company is not a member of the Canada
Deposit Insurance Corporation, the Placing Shares are not
guaranteed by Canada Deposit Insurance Corporation and the Company
is not regulated as a financial institution in Canada;
17) if it is a person in a member state of the EEA it is a
"qualified investor" (as defined in the Prospectus Directive in a
member state of the European Economic Area (each, a "Relevant
Member State") that has implemented the Prospectus Directive) and,
to the extent applicable, any funds on behalf of which it is
acquiring the Placing Shares that are located in a Relevant Member
State are each such a qualified investor. For these purposes, the
expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive), and
includes any relevant implementing measure in the Relevant Member
State and the expression "2010 PD Amending Directive" means
Directive 2010/73/EU;
18) represents and warrants that it is not acquiring any of the
Placing Shares as a result of any form of general solicitation or
general advertising (within the meaning of Rule 502(c) of
Regulation D under the Securities Act);
19) understands that no action has been or will be taken by any
of the Company, the Bookrunners, their respective affiliates or any
person acting on their behalf that would, or is intended to, permit
a public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
20) represents and warrants that it is entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it. Its purchase of the Placing Shares will be in
compliance with all applicable laws and regulations in the
jurisdiction of its residence, the residence of the Company, or
otherwise;
21) will acquire any Placing Shares purchased by it for its own
account or for one or more accounts as to each of which it
exercises sole investment discretion and it has full power to make
the foregoing acknowledgements, representations, warranties and
agreements on behalf of each such account and is authorised in
writing by each managed account to acquire the Placing Shares for
each managed account;
22) understands and acknowledges that the Company, the
Bookrunners and their respective affiliates and others will rely
upon the truth and accuracy of the representations, warranties,
agreements, undertakings and acknowledgements set forth herein and
in this Announcement which are given to each of the Bookrunners and
the Company and are irrevocable;
23) acknowledges and agrees that the exercise by the Bookrunners
of any power to grant consent to the Company to undertake a
transaction which would otherwise be subject to the lock-up under
the Placing Agreement shall be within the absolute discretion of
the Bookrunners (subject to the Bookrunners having agreed with the
Company not to withhold or delay its consent unreasonably) and that
the Bookrunners need not make 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;
24) 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;
25) 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;
26) 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;
27) 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;
28) acknowledge and agree that the Placing Proof and the
Prospectus are not being issued by
the Bookrunners in their respective capacities as an authorised
person under section 21 of the FSMA and they may not therefore be
subject to the controls which would apply if they were made or
approved as financial promotion by an authorised person;
29) 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;
30) 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;
31) 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;
32) 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
or the contents of the terms and conditions contained in this
Announcement (including this Appendix) and the Placing Proof;
33) 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
34) 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 Keefe,
Bruyette & Woods (acting through Stifel Nicolaus Europe
Limited) which are authorised and 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.
The contents of the websites of the Company (including any
materials which are hyper-linked to such websites) do not form part
of this Announcement and prospective investors should not rely on
them.
Statutory Right of Action - Ontario Placees
Under Ontario securities legislation, certain Placees who
purchase Placing Shares offered by the Company during the period of
distribution will have a statutory right of action for damages, or
while still the owner of the Placing Shares, for rescission against
the Company if this Announcement contains a misrepresentation
without regard to whether the Placees relied on the
misrepresentation. The right of action for damages is exercisable
not later than the earlier of 180 days from the date the Placee
first had knowledge of the facts giving rise to the cause of action
and three years from the date on which payment is made for the
Placing Shares. The right of action for rescission is exercisable
not later than 180 days from the date on which payment is made for
the Placing Shares. If a Placee elects to exercise the right of
action for rescission, the Placee will have no right of action for
damages against the Company. In no case will the amount recoverable
in any action exceed the price at which the Placing Shares were
offered to the Placee and if the Placee is shown to have purchased
the Placing Shares with knowledge of the misrepresentation, the
Company will have no liability. In the case of an action for
damages, the Company will not be liable for all or any portion of
the damages that are proven to not represent the depreciation in
value of the Placing Shares as a result of the misrepresentation
relied upon. These rights are in addition to, and without
derogation from, any other
rights or remedies available at law to an Ontario Placee. The
foregoing is a summary of the rights available to an Ontario
Placee. Not all defences upon which the Company may rely are
described herein. Ontario Placees should refer to the complete text
of the relevant statutory provisions.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEBUGDUDSBBGCL
(END) Dow Jones Newswires
May 16, 2019 11:45 ET (15:45 GMT)
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