TIDMMTRO TIDMMTRO TIDMTTM
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 +44 (0) 20 3402 8900
Tina Coates, Media Relations +44 (0) 78 1124 6016
Teneo (Financial Public Relations
Adviser
to Metro Bank)
Charles Armitstead +44 (0) 77 0333 0269
Haya Herbert Burns +44 (0) 73 4203 1051
BofA Securities (Financial Adviser
to Metro Bank) +44 (0) 20 7628 1000
Arif Vohra
Iulia Popp-Wood
Geoff Iles
Tom Brown
Jefferies (Corporate Broker and
Financial Adviser to Metro Bank) +44 (0) 20 7029 8000
Paul Nicholls
Graham Davidson
Max Jones
RBC Capital Markets (Corporate
Broker and Financial Adviser to
Metro Bank) +44 (0) 20 7653 4000
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 +44 (0)20
7638 0129.
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 GBP0.000001 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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END
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