MTRO Metro Bank Holdings Plc

Metro Bank Holdings PLC (MTRO) 
Notice of Written Resolution 
07-Nov-2023 / 15:43 GMT/BST 
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METRO BANK HOLDINGS PLC ANNOUNCES NOTICE OF WRITTEN RESOLUTION 
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION 
WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM 
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") ("UK MAR"). 
THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE CONTENTS OF 
THIS ANNOUNCEMENT OR THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL, LEGAL, REGULATORY, 
TAX, BUSINESS, INVESTMENT OR OTHER ADVICE FROM YOUR OWN STOCKBROKER, BANK MANAGER, ACCOUNTANT, SOLICITOR, INDEPENDENT 
FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF IN THE UNITED KINGDOM) OR OTHER 
APPROPRIATELY AUTHORISED FINANCIAL ADVISER. 
NOTHING IN THIS ANNOUNCEMENT CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN 
OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE SECURITIES REFERRED TO HEREIN HAVE NOT 
BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR THE 
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. 
THIS ANNOUNCEMENT IS ONLY FOR DISTRIBUTION OR TO BE MADE AVAILABLE (A) IN THE UNITED STATES, TO "QUALIFIED 
INSTITUTIONAL BUYERS" WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT AND (B) TO PERSONS LOCATED AND RESIDENT 
OUTSIDE THE UNITED STATES. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA 
OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. 
METRO BANK HOLDINGS PLC 
(incorporated under the Companies Act 2006 and registered in England and Wales with registered number 14387040) 
(the "Issuer") 
in respect of the 
GBP350,000,000 Fixed Rate Reset Callable Notes due 8 October 2025 
(ISIN: XS2063492396; Common Code: 206349239) 
(the "Notes") 
The Issuer today announces the circulation of a notice of written resolution (the "Notice of Written Resolution") 
requesting that holders of the Notes (the "Noteholders") consider the extraordinary resolution set out in the Notice of 
Written Resolution being proposed as a written resolution, which contains the proposal by the Issuer for Noteholders to 
consent to amendments to the trust deed dated 17 September 2019 between Metro Bank PLC ("Metro Bank") and The Law 
Debenture Trust Corporation p.l.c. (the "Trustee"), as supplemented by a supplemental trust deed dated 19 May 2023 
between the Issuer, the Trustee and Metro Bank (together, the "Trust Deed"), by way of a second supplemental trust deed 
to modify, upon prior satisfaction of the Effectiveness Conditions (as defined in the Notice of Written Resolution) and 
with effect on and from the Settlement Date (as defined in the Notice of Written Resolution and currently expected to 
be 30 November 2023), Condition 10(a) of the terms and conditions of the Notes such that the maturity date of the Notes 
will be the Settlement Date and the redemption of the Notes will be effected by way of delivery, to the holders 
thereof, of (i) the GBP1,000 in principal amount of the New MREL Notes (as defined in the Notice of Written Resolution) 
to be issued by the Issuer for each GBP1,000 in principal amount of Notes held by each such Noteholder and (ii) the 
Accrued Interest Amount (as defined in the Notice of Written Resolution) in cash, as well as consequential or related 
amendments to the Trust Deed (as more fully described in the Notice of Written Resolution, the "Proposal"). 
The full terms and conditions of the Proposal are set out in the Notice of Written Resolution, which is available to 
Noteholders on the Tabulation Agent's website at https://deals.is.kroll.com/metrobank. Noteholders are urged to read 
the Notice of Written Resolution carefully, together with any other publicly available information on the Issuer and 
its group which such Noteholder shall deem necessary, before submitting a Voting Instruction in connection with the 
Written Resolution (each as defined in the Notice of Written Resolution). The deadline for receipt by the Tabulation 
Agent of Voting Instructions is 5.00 p.m. (London time) on 14 November 2023 (such time and date as the same may be 
extended or amended in the sole and absolute discretion of the Issuer). 
Unless the context otherwise requires, capitalised terms used in this Announcement and not otherwise defined herein 
have the same meanings given to them in the Notice of Written Resolution and the Trust Deed. 
This Announcement is given by Metro Bank Holdings PLC and relates to the disclosure of information that qualified or 
may have qualified as inside information within the meaning of Article 7(1) of UK MAR. For the purposes of UK MAR, this 
Announcement was authorised for release by Clare Gilligan, Company Secretary. 
Further Information 
Any questions relating to this Announcement or the Notice of Written Resolution should be addressed to the Tabulation 
Agent as follows: 
Kroll Issuer Services Limited 
The Shard 
32 London Bridge Street 
London SE1 9SG 
United Kingdom 
 
Email:  metrobank@is.kroll.com 
Offer Website: https://deals.is.kroll.com/metrobank 
Tel:         +44 20 7704 0880 
Attention:         David Shilson 
Dated: 7 November 2023 
 
 
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Dissemination of a Regulatory Announcement, transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
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ISIN:           GB00BMX3W479 
Category Code:  MSCM 
TIDM:           MTRO 
LEI Code:       984500CDDEAD6C2EDQ64 
OAM Categories: 3.1. Additional regulated information required to be disclosed under the laws of a Member State 
Sequence No.:   283327 
EQS News ID:    1767489 
 
End of Announcement  EQS News Service 
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(END) Dow Jones Newswires

November 07, 2023 10:43 ET (15:43 GMT)

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