Metro Bank Holdings PLC: Publication of Offering Circular relating to the issuance of inaugural Additional Tier 1 securities

DJ Publication of Offering Circular relating to the issuance of inaugural Additional Tier 1 securities

Metro Bank Holdings PLC (MTRO) 
Publication of Offering Circular relating to the issuance of inaugural Additional Tier 1 securities 
24-March-2025 / 15:23 GMT/BST 
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Metro Bank Holdings PLC (LSE: MTRO LN) 
24 March 2025 
Metro Bank Holdings PLC (the "Company") 
Legal Entity Identifier: 984500CDDEAD6C2EDQ64 
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR ITS TERRITORIES OR OTHERWISE THAN TO PERSONS TO WHOM IT CAN 
LAWFULLY BE DISTRIBUTED 
 
Publication of Offering Circular relating to the issuance of inaugural Additional Tier 1 securities 
The Company has, on 19 March 2025, priced its inaugural GBP250m 13.875 per cent fixed rate reset perpetual subordinated 
contingent convertible capital securities (the "Capital Securities"). The Capital Securities will constitute direct, 
unsecured, unguaranteed and subordinated obligations of the Company and rank pari passu without preference among 
themselves. 
The Capital Securities are expected, subject to certain conditions, to be issued on 26 March 2025. 
The issue of the Capital Securities is in line with Metro Bank's capital management framework and strategy and is aimed 
at optimising the capital structure and providing further flexibility for growth. The successful issuance of the 
Capital Securities is expected to result in a 31 December 2024 pro forma improvement in Tier 1 capital ratio by 
c.410bps from 13.4%[1] to 17.5%. 
The Capital Securities are first callable any time in the period commencing on and including the fifth anniversary of 
the issue date and ending on 26 September 2030, subject to conditions which include prior regulatory consent. They 
include a conversion trigger of the Common Equity Tier 1 to risk weighted assets ratio falling below 7.00%. 
Fitch has assigned an expected credit rating of 'CCC+' for the Capital Securities. An application has been made for the 
Capital Securities to be admitted to trading on the International Securities Market of the London Stock Exchange. 
The Offering Circular can be viewed at https://www.metrobankonline.co.uk/. 
 
Enquiries: 
 
Metro Bank Holdings PLC Investor Relations 
 
Daniel Ainscough 
[phone] 
[e-mail] 
 
Metro Bank Media Relations 
Victoria Gregory 
[phone] 
[e-mail] 
 
 
About Metro Bank 
 
Metro Bank is celebrated for its exceptional customer experience. It holds the number two spot for personal and 
business service instore in the Competition and Markets Authority's Service Quality Survey in February 2025. 
 
Since 2012, Metro Bank has originated and approved just over GBP10bn in commercial lending. 
 
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 76 stores; on the phone through its UK-based contact centres; or 
online through its internet banking or award-winning mobile app, the bank offers customers real choice. 
 
Metro Bank is a multi-award-winning organisation. The Bank has also been awarded "Large Loans Mortgage Lender of the 
Year", 2024 and 2023 Mortgage Awards, accredited as a top ten Most Loved Workplace 2023, "2023 Best Lender of the Year 
- UK" in the M&A Today, Global Awards, the "Inclusive Culture Initiative Award" in the 2023 Inclusive Awards, 
"Diversity, Equity & Inclusion Award" and "Leader of the Year Award 2023" at the Top 1% Workplace Awards, "Best Women 
Mortgage Leaders in the UK" from Elite Women 2023, "Diversity Lead of the Year", 2023 Women in Finance, Best Large Loan 
Lender, 2023 Mortgage Strategy Awards, "Best Business Credit Card", Forbes Advisor Best of 2023 Awards, "Best Business 
Credit Card", 2023 Moneynet Personal Finance Awards. 
 
Metro Bank Holdings PLC (registered in England and Wales with company number 14387040, registered office: One 
Southampton Row, London, WC1B 5HA) is authorised and regulated by the Prudential Regulation Authority. It is the 
listed entity and holding company of Metro Bank PLC. 
 
Metro Bank PLC (registered in England and Wales with company number 6419578, registered office: One Southampton Row, 
London, WC1B 5HA) is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority 
and Prudential Regulation Authority. 'Metrobank' is a registered trademark of Metro Bank PLC. Eligible 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 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 NOTICES 
 
Please note that the information contained in the Offering Circular may be addressed to and/or targeted at persons who 
are residents of particular countries (as specified in the Offering Circular) only and is not intended for use and 
should not be relied upon by any person outside these countries and/or to whom the offer contained in the Offering 
Circular is not addressed. Prior to relying on the information contained in the Offering Circular, you must ascertain 
from the Offering Circular whether or not you are part of the intended addressees of the information contained therein. 
 
In particular, neither this announcement nor the Offering Circular 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 Capital 
Securities and any shares which may be delivered upon an automatic conversion of the Capital Securities have not been, 
and will not be, registered under the United States Securities Act of 1933, or with any securities regulatory authority 
of any state or other jurisdiction in the United States. The Capital Securities and any conversion shares which may be 
delivered upon an automatic conversion of the Capital Securities may not be offered or sold, directly or indirectly 
within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration 
requirements of the Securities Act and applicable state or local securities laws. 
 
 
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[1] Figures are pro-forma, based on completion of the performing unsecured personal loans portfolio sale, which was 
announced on 26 February 2025. 
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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.:  379952 
EQS News ID:  2105364 
 
End of Announcement EQS News Service 
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March 24, 2025 11:24 ET (15:24 GMT)