Metro Bank Holdings PLC: Passing of Written Resolution

DJ Passing of Written Resolution

Metro Bank Holdings PLC (MTRO) 
Passing of Written Resolution 
15-Nov-2023 / 13:43 GMT/BST 
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METRO BANK HOLDINGS PLC ANNOUNCES PASSING OF WRITTEN RESOLUTION 
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") 
On 7 November 2023, the Issuer announced 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 (the "Written Resolution"), which contained the 
proposal by the Issuer for consent by the Noteholders by way of Written Resolution (as more fully described in the 
Notice of Written Resolution, the "Proposal"). 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. 
Passing of Written Resolution 
The Issuer today announces that: 
 a. the requisite threshold required for the passing of the Written Resolution was achieved on 14 November 
  2023; 
 b. the Eligibility Condition was satisfied on 14 November 2023; and 
 c. the Registered Holder executed the Written Resolution on 15 November 2023. 
In accordance with the indicative timetable set out in the Notice of Written Resolution, the Second Supplemental Trust 
Deed was entered into on 15 November 2023 between the Issuer and the Trustee. 
Subject to satisfaction of the Effectiveness Conditions and with effect on and from the Settlement Date, Condition 10 
(a) of the Notes will be amended such that the maturity date of the Notes will be the Settlement Date (currently 
expected to be 30 November 2023) and the redemption of the Notes will be effected by way of delivery, to the holders 
thereof, of (i) GBP1,000 in principal amount of the New MREL Notes 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 below) in cash. 
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 an Output Instruction in connection with the 
Written Resolution. The Issuer expects that the corporate action process in respect of the Output Instruction will be 
launched on 20 November 2023, and the Issuer will notify Noteholders via the Clearing Systems when such corporate 
action process begins and the deadline therefor (currently expected to be 5.00 p.m. (London time) on 27 November 2023, 
such time and date as the same may be extended or amended in the sole and absolute discretion of the Issuer, the " 
Output Instruction Deadline"). 
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: [e-mail] 
Offer Website: https://deals.is.kroll.com/metrobank 
Tel:     [phone] 
Attention:     David Shilson 
Dated: 15 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.:  285190 
EQS News ID:  1774425 
 
End of Announcement EQS News Service 
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(END) Dow Jones Newswires

November 15, 2023 08:43 ET (13:43 GMT)