Metro Bank plc (MTRO) Metro Bank plc: Result of Court Meeting
and General Meeting 26-Apr-2023 / 17:22 GMT/BST
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Metro Bank PLC (LSE: MTRO LN)
26 April 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.
CAPITALISED TERMS DEFINED IN THE SCHEME 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
non-operating bank holding company of the Metro Bank Group which
will be effected by means of a scheme of arrangement pursuant to
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.
Results of voting at the MB Court Meeting and MB General
Meeting
On 22 March 2023, Metro Bank PLC published a scheme document
(the "Scheme Document") relating to Metro Bank's proposed
introduction of Metro Bank Holdings PLC as a new holding company
above the Metro Bank Group by means of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
Metro Bank is pleased to announce that, at the meeting convened
pursuant to an order of the Court (the "MB Court Meeting") and at
the general meeting which took place immediately following the MB
Court Meeting (the "MB General Meeting") in relation to the Scheme,
the resolution was passed by the requisite majority and accordingly
the Scheme was approved.
MB Court Meeting
The resolution to approve the Scheme was passed by a majority in
number of Scheme Shareholders who voted, representing not less than
75 per cent. in value of the Scheme Shares held by those Scheme
Shareholders.
The table below sets out the results of the poll at the MB Court
Meeting. Each Scheme Shareholder was entitled to one vote per
Scheme Share held at the Voting Record Time:
Number of % of Scheme Number of Scheme % of Scheme Number of Scheme Shares voted as a % of the
Scheme Shares Shares Shareholders who Shareholders issued share capital entitled to vote on the
voted voted voted who voted Scheme *
FOR 70,551,303 99.69 46 79.31 40.87
AGAINST 220,727 0.31 12 20.69 0.13
TOTAL 70,772,030 100 50 ** 100 41.00
*The total number of Scheme Shares in issue at the Voting Record
Time was 172,613,878.
**The total number of Scheme Shareholders voting 'For' and
'Against' the resolution exceeds the total number of Scheme
Shareholders who voted, as 8 registered members gave instructions
for votes to be cast in favour of the resolution in respect of part
of their holding of Scheme Shares and against the resolution in
respect of another part of their holding of Scheme Shares.
MB General Meeting
The special resolution as set out in the notice of the MB
General Meeting included in the Scheme Document was passed by the
requisite majority of shareholders by way of poll. The purpose of
the special resolution was to: approve and implement the Scheme
(including, without limitation, the amendment of Metro Bank's
articles of association to facilitate the implementation of the
Scheme; authorising the directors of Metro Bank to take all
required actions in connection with the Scheme); to approve certain
other changes to Metro Bank's articles of association; and the
authority to allot and issue the Special Share wholly for cash.
The table below sets out the results of the poll at the MB
General Meeting. Each MB Shareholder was entitled to one vote per
Old MB Share held at the Voting Record Time.
Number of votes % of votes
FOR 68,464,097 99.86
AGAINST 95,096 0.14
TOTAL 68,559,193 100
WITHELD 66,448 N/A
Timetable
Implementation of the Scheme remains subject to the satisfaction
of certain conditions which are set out in Part II (Explanation of
the Scheme and its Effects) of the Scheme Document. These include
the sanction of the Scheme by the Court at a hearing which is
currently expected to take place on or around 17 May 2023.
The Scheme is then currently expected to become effective on or
around 6:30 p.m. on 19 May 2023.
A copy of the special resolution passed at the MB General
Meeting will be submitted to the UK Listing Authority, and will
shortly be available for inspection at the UK Listing Authority's
National Storage Mechanism which is located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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. Eligible deposits are protected by the
Financial Services Compensation Scheme. For further information
about the Scheme refer to the FSCS website www.fscs.org.uk. All
Metro Bank products are subject to status and approval.
Metro Bank 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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Group. The issuer is solely responsible for the content of this
announcement.
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ISIN: GB00BZ6STL67
Category Code: ROM
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.: 239830
EQS News ID: 1618149
End of Announcement EQS News Service
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April 26, 2023 12:22 ET (16:22 GMT)
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