Statement re Possible Offer

RNS Number : 3703R

Metro Bank PLC

04 November 2021

 

Legal Entity Identifier: 213800X5WU57YL9GPK89

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code"). Accordingly, there can be no certainty that any such offer will be made nor as to the terms on which any such offer would be made.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release	4 November 2021
METRO BANK PLC
Statement regarding possible offer for Metro Bank PLC ("Metro Bank")

Following the recent press speculation, Metro Bank confirms that it has received an approach from funds affiliated with The Carlyle Group ("Carlyle") regarding a possible offer to acquire the entire issued share capital of Metro Bank (the "Possible Offer").

Metro Bank has engaged with Carlyle in relation to its Possible Offer and a further announcement will be made as and when appropriate. In the meantime, shareholders are advised to take no action.

This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that any offer will be made, nor as to the terms nor structure on which any offer might be made.

In accordance with Rule 2.6(a) of the Code, Metro Bank announces that, by no later than 5.00 pm on 2 December 2021 (the "Deadline"), Carlyle must either announce a firm intention to make an offer for Metro Bank under Rule 2.7 of the Code or announce that it does not intend to make an offer for Metro Bank, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

Metro Bank confirms that this announcement is not being made with the agreement of Carlyle.

Enquiries:

Metro Bank
Jo Roberts, Investor Relations			[phone]
Tina Coates, Media Relations			[phone]
Teneo (Financial Public Relations Adviser to Metro Bank)
Charles Armitstead			[phone]
Haya Herbert Burns			[phone]
BofA Securities (Financial Adviser to Metro Bank)			[phone]
Arif Vohra
Iulia Popp-Wood
Geoff Iles
Tom Brown
Jefferies (Corporate Broker and Financial Adviser to Metro Bank)			[phone]
Paul Nicholls
Graham Davidson
Max Jones
RBC Capital Markets (Corporate Broker and Financial Adviser to Metro Bank)			[phone]
Oliver Hearsey
Marcus Jackson
Daniel Cohen

The person responsible for arranging release of this announcement on behalf of Metro Bank is Melissa Conway, Company Secretary.

About Metro Bank

Metro Bank services more than two million customer accounts and is celebrated for its exceptional customer experience. It is the highest rated high street bank for overall service quality and best bank for service in-store for personal and business customers in the Competition and Market Authority's Service Quality Survey in August 2021. It was recognised as 'Bank of the Year' at the 2020 MoneyAge Awards and 'Banking Brand of The Year' at the Moneynet Personal Finance Awards 2021, received Gold Award in the Armed Forces Covenant's Employer Recognition Scheme 2021 and won Best Open Banking Partnership - Commercial at the inaugural Open Banking Expo Awards 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 78 stores open seven days a week, 362 days a year; on the phone through its UK-based 24/7 contact centres; or online through its internet banking or award-winning mobile app: the bank offers customers real choice.

Metro Bank PLC. Registered in England and Wales. Company number: 6419578. Registered office: One Southampton Row, London, WC1B 5HA. 'Metrobank' is the registered trademark of Metro Bank PLC.

It is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority. Most relevant deposits are protected by the Financial Services Compensation Scheme. For further information about the Scheme refer to the FSCS website www.fscs.org.uk. All Metro Bank products are subject to status and approval.

Metro Bank PLC is an independent UK bank - it is not affiliated with any other bank or organisation (including the METRO newspaper or its publishers) anywhere in the world. Please refer to Metro Bank using the full name.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk , including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Financial Advisers

Merrill Lynch International ("BofA Securities"), a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Metro Bank in connection with the Possible Offer and for no one else and will not be responsible to anyone other than Metro Bank for providing the protections afforded to its clients or for providing advice in relation to the Possible Offer or any other matters referred to in this announcement.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Metro Bank and no one else in connection with the Possible Offer and will not be responsible to anyone other than Metro Bank for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the possible offer or any other matters referred to in this announcement. Neither Jefferies nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.

RBC Europe Limited (trading as "RBC Capital Markets"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Metro Bank and no one else in connection with the Possible Offer and will not be responsible to anyone other than Metro Bank for providing the protections afforded to its clients, nor for providing advice in relation to the Possible Offer or in relation to the contents of this announcement or any transaction or arrangement referred to in this announcement.

Rule 2.9 Requirement

In accordance with Rule 2.9 of the City Code, Metro Bank confirms that as at the date of this announcement, it has in issue 172,420,572 ordinary shares of £0.000001 each. The International Securities Identification Number (ISIN) of the ordinary shares is GB00BZ6STL67. Metro Bank holds no shares in treasury.

Publication on Website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Metro Bank's website at https://www.metrobankonline.co.uk/investor-relations/ by no later than 12 noon (London time) on the business day following the date of this announcement.

 

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