TIDMMTRO
RNS Number : 3809Z
Metro Bank PLC
17 May 2019
17 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
Result of Placing
Following strong demand from both existing and new shareholders,
Metro Bank PLC ("Metro Bank" or the "Company") is pleased to
announce that it has successfully raised gross proceeds of
approximately GBP375 million through its placing launched
yesterday, 16 May 2019 (the "Placing"), upsizing from an initial
target of GBP350 million. The Placing Price of 500 pence per
Placing Share represents a 5.2% discount to the preceding five day
average closing price as at 16 May 2019(1) .
Vernon Hill, Chairman and Founder at Metro Bank said:
"I am really pleased with the support we have received from both
existing and new shareholders, and for their confidence and belief
in Metro Bank's strategy. The Placing was significantly
oversubscribed and as a consequence we raised a total of GBP375
million. Although we've faced challenges in the past few months, we
remain fully focused on providing the outstanding service and
convenience that our customers expect of us. This growth capital
will enable us to continue to expand the business and implement our
strategic initiatives."
A total of 75,000,000 new ordinary shares of 0.0001 pence each
in Metro Bank (the "Placing Shares") have been underwritten and
conditionally placed by RBC Capital Markets, Jefferies
International Limited and Keefe, Bruyette & Woods with existing
and new investors at a price of 500 pence per Placing Share (the
"Placing Price").
Application will be made to the FCA for admission of the Placing
Shares to the Premium listing segment of the Official List of the
FCA 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 and
that dealings in the Placing Shares will commence at that time.
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.
Following Admission, the total number of shares of the Company
in issue will be 172,420,458 and the total number of voting shares
in the Company will be 172,420,458. This figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change in their interest in, the Company under the FCA's
Disclosure and Transparency Rules.
The Placing is conditional, inter alia, on the Transaction
Resolutions which include the terms of the Placing as well as
Shareholder approval to grant the Directors authority to allot and
issue the Placing Shares as if the applicable statutory pre-emption
rights did not apply. 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
today, 17 May 2019. The Prospectus will, following publication, be
sent to Shareholders that have elected to receive hard copies of
shareholder documentation and made available on the Company's
website.
Expected timetable of principal events relating to the
Placing*
Publication of Prospectus and Form of Proxy 17 May 2019
Posting of Prospectus and Form of Proxy 17 May 2019
Last time and date for receipt of Forms 3:00 p.m. on 30 May
of Proxy for General Meeting 2019
General Meeting to approve Placing 3:00 p.m. on 3 June
2019
Announcement of the results of the General 3 June 2019
Meeting
Admission and dealings in Placing Shares 8:00 a.m. on 5 June
to commence on the London Stock Exchange 2019
Placing Shares credited to CREST stock As soon as practicable
accounts (uncertificated holders only) after 8:00 a.m. on
5 June 2019
Dispatch of definitive share certificates By no later than 17
for the Placing Shares in certificated June 2019
form (where applicable)
*All of the dates and times referred to in this announcement
refer to London time and are indicative only and may be subject to
change. If any of the details contained in the above expected
timetable should change, the revised times and dates will be
notified to Shareholders by means of an announcement through the
Regulatory Information Service. All events listed in the above
timetable scheduled to take place following the General Meeting are
conditional on the passing of the Transaction Resolutions at the
General Meeting.
Directors' recommendation and participation
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.
Vernon W. Hill, II, the Chairman, has subscribed for 1,000,000
Placing Shares in the Placing and, together with his subscription
for shares in the placing carried out by the Company in July 2018,
this constitutes a smaller related party transaction for the
purposes of Listing Rule 11.1.10R. The Company has obtained written
confirmation from RBC, as sponsor, that the terms of the Chairman's
participation in the Placing are fair and reasonable as far as the
Shareholders are concerned.
Terms used in this announcement shall, unless the context
otherwise requires, be as defined in the Placing launch
announcement on 16 May 2019.
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.
(1) The Placing Price of 500 pence per Placing Share also
represents a 6.8% discount to the middle market quotation derived
from the latest available daily official list of the London Stock
Exchange
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, 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 the
placing launch announcement published by the Company on 16 May
2019.
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.
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
ROICKODDQBKKCPD
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May 17, 2019 02:00 ET (06:00 GMT)
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