TIDMMTRO
RNS Number : 0849M
Metro Bank PLC
26 July 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL.
26 July 2017
Metro Bank PLC
Results of Placing
Metro Bank PLC ("Metro Bank" or the "Company") announces the
successful completion of the non pre-emptive cash placing of new
ordinary shares (the "Placing"), announced yesterday. A total of
8,020,000 new ordinary shares of 0.0001 pence per share in the
capital of the Company (the "Placing Shares"), representing
approximately 9.9 per cent. of the Company's issued share capital,
have been placed by Keefe, Bruyette & Woods (acting through
Stifel Nicolaus Europe Limited), Jefferies International Limited
and RBC Capital Markets (the "Bookrunners") at a price of 3465
pence per Placing Share (the "Placing Price"), raising total gross
proceeds of approximately GBP277.9 million for the Company.
The Placing Shares, when issued, will be 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.
The Placing Price was set at the closing market price on 25 July
2017.
Applications have been made for the Placing Shares to be
admitted to the premium listing segment of the Official List of the
Financial Conduct Authority (the "FCA") and to be admitted to
trading on the main market for listed securities of London Stock
Exchange plc (the "London Stock Exchange") (together, "Admission").
Settlement for the Placing Shares and Admission is expected to take
place on or before 8.00 a.m. on 28 July 2017. The Placing is
conditional, among other things, upon Admission becoming effective
and the placing agreement between the Company and the Bookrunners
(the "Placing Agreement") not being terminated in accordance with
its terms.
Following Admission, the total number of shares in issue in the
Company will be 88,425,601. Metro Bank currently holds no shares as
treasury shares, and, therefore, following Admission, the total
number of voting shares in Metro Bank in issue will be
88,425,601.
On a pro forma basis, were the proceeds of the Placing to have
been raised at 30 June 2017, the Company's CET1 ratio would have
been 19.4 per cent and its leverage ratio 7.0 per cent. Going
forward, the Company expects to maintain a minimum regulatory
leverage ratio of more than 4 per cent. and a CET1 ratio of more
than 11 per cent.
Commenting on the transaction, Vernon W. Hill, II, Chairman and
Founder of Metro Bank, said: "Our shareholders share Metro Bank's
long term vision to create FANS and we value their support as much
today as when we were founded seven years ago. This transaction
secures fresh capital which will allow the phenomenal momentum in
Metro Bank's growth to continue."
Craig Donaldson, Chief Executive Officer at Metro Bank, added:
"We would like to welcome our new shareholders and thank our
existing investors for their continued support. The transaction was
significantly oversubscribed at the market price and demonstrates
shareholders' conviction in Metro Bank's superior banking
experience for retail, business and private banking customers. We
look forward to using the proceeds to continue to expand the
business and create even more FANS."
For further information on the Announcement, please contact:
Metro Bank plc:
Jo Roberts, Investor
Relations +44 (0) 20 3402 8900
Michael Brierley, Chief
Financial Officer +44 (0) 20 3402 8334
Tina Coates, Media +44 (0) 20 3870 6109 /
Relations +44 (0) 7811 246016
Global Coordinator
and Bookrunner
Keefe, Bruyette & Woods,
a Stifel company
Tom Michaud / Charles +1 212 887 7770 / +44
Lucas (0) 20 7663 3161
Bookrunners
Jefferies International
Limited
Paul Nicholls / Jolyon
Luke +44 (0) 20 7029 8000
RBC Capital Markets
Oliver Hearsey / Marcus
Jackson / Max Avison +44 (0) 20 7653 4000
Tulchan Communications
Martin Pengelley /
Latika Shah +44 (0) 20 7353 4200
About Metro Bank
Metro Bank is the revolution in British banking. It is
celebrated for its exceptional customer experience and its trusted
products, and was awarded 'Most Trusted Financial Provider' at the
Moneywise Customer Service Awards 2017, as well as 'Best Financial
Provider' at the Evening Standard Business Awards 2017 and 'Bank of
the Year' at the CityAM Awards 2016.
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.
Metro Bank employs over 2,800 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 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.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published. 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, CANADA,
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.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; 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 Canada, 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 Canada,
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 or
to any investor located or resident in Canada.
The Bookrunners, 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 Stifel
Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods)
which are 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 solely
on the basis of publicly available information, which has not been
independently verified by the Bookrunners.
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 company news service from the London Stock Exchange
END
ROIOKPDDBBKBCOB
(END) Dow Jones Newswires
July 26, 2017 02:01 ET (06:01 GMT)
Metro Bank (LSE:MTRO)
Historical Stock Chart
From Apr 2024 to May 2024
Metro Bank (LSE:MTRO)
Historical Stock Chart
From May 2023 to May 2024