DJ Announcement of Strategic Review including Commencement of Formal Sale Process
Metro Bank Holdings PLC (MTRO)
Announcement of Strategic Review including Commencement of Formal Sale Process
12-Nov-2026 / 07:00 GMT/BST
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND DOES NOT
CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION BY ANY PARTY TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE
CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MAY BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
12th November 2026
Metro Bank Holdings PLC (LSE: MTRO LN) ("Metro Bank" or the "Company")
Announcement of Strategic Review including Commencement of Formal Sale Process
The Board of Directors of Metro Bank (the "Board") announces it is undertaking a Strategic Review of options for how
the Company builds on its strategic delivery to accelerate growth, including commencing a Formal Sale Process ("FSP")
(as referred to in Note 2 on Rule 2.6 of the Takeover Code).
Metro Bank has successfully completed a substantial transformation over recent years and enters this next phase with
strong operating momentum. The Board remains highly confident in Metro Bank's standalone growth prospects and ability
to deliver its guidance, which was reaffirmed in its Q3 trading update issued on 4th November 2026.
The Company has a compelling strategic position in the UK banking market, operating with the lowest cost of deposits of
any UK high street bank, alongside strong capabilities in the attractive commercial lending sector and a physical
presence that meets the needs of its customers. Metro Bank continues to demonstrate its business and financial
momentum, having reported the highest profits in its history for Full Year 2025, alongside continued growth in retail
and business current account balances and in target lending segments, whilst maintaining strong credit quality. As
previously communicated, Metro Bank expects to deliver >13% RoTE in Q4 2026, >15% in 2027, and >18% in 2028.
The significant progress made by Metro Bank means it is now well positioned to consider a broader range of strategic
opportunities for its next phase of growth. Against this backdrop, the Board unanimously believes that evaluating
potential interest in the Company through an FSP, alongside continuing to execute the standalone plan, will maximise
the value creation opportunities available to shareholders and deliver benefits for all stakeholders.
Formal Sale Process
The Takeover Panel has agreed that any discussions with third parties interested in making an offer for the Company may
take place within the context of a 'Formal Sale Process', to enable such discussions to take place on a confidential
basis.
The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover
Code such that any interested party participating in the FSP will not be required to be publicly identified as a result
of this announcement and will not be subject to the 28-day deadline referred to in Rule 2.6(a) of the Takeover Code for
so long as it is participating in the FSP.
The Company has appointed Morgan Stanley & Co. International plc ("Morgan Stanley") as its lead financial adviser in
relation to the FSP, which is also advising the Board in respect of its obligations under the Takeover Code.
As part of the FSP, the Board invites expressions of interest regarding a potential transaction for the entire issued
and to be issued ordinary share capital of the Company. Parties interested in submitting an expression of interest
should contact Morgan Stanley using the contact details below.
Parties interested in participating in the FSP will be required to enter into a non-disclosure and standstill agreement
with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as other
interested parties before being permitted to participate in the FSP. Following execution of the non-disclosure and
standstill agreement, the Company intends to provide interested parties with certain information on its business,
following which interested parties would be invited to submit their proposals.
The Company is not in any active discussions with any potential offeror and is not considered to be in receipt of an
approach from any potential offeror as at the date of this announcement. There can be no certainty that any offer will
be made. If the FSP does not lead to a transaction, the Company will continue to execute its strategy and deliver its
guidance as previously stated.
The Board reserves the right to alter any aspect of the process as outlined above or to terminate the process at any
time and in such cases will make an announcement as appropriate. The Board also reserves the right to reject any
approach or terminate discussions with any interested party at any time.
Shareholders are advised that this announcement does not represent a firm intention by any party to make an offer under
Rule 2.7 of the Takeover Code and there can be no certainty that any offers will be made as a result of the FSP, that
any sale will be concluded, nor as to the terms on which any offer may be made. Shareholders are advised to take no
action at this time.
As a consequence of this announcement, an 'offer period' has now commenced in respect of the Company in accordance with
the Takeover Code, and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Takeover
Code, which are summarised below in "Disclosure Requirements of the Takeover Code".
Further announcements will be made as appropriate including as to timetable.
The person responsible for arranging release of this announcement on behalf of Metro Bank is Clare Gilligan, Company
Secretary.
Enquiries
Metro Bank Holdings PLC Investor Relations IR@metrobank.plc.uk
Daniel Ainscough Daniel.Ainscough@metrobank.plc.uk
Morgan Stanley
+44 (0) 20 7425 8000
(Lead Financial Adviser to Metro Bank)
Nishil Bhagani
Colm Donlon
Tomas Foley
Giorgio Bossa
Citigroup
+44 (0) 20 7986 4000
(Joint Financial Adviser and Corporate Broker to Metro Bank)
Matthew Jarman
Robert Redshaw
Rasvi Ahmed
James Smith
RBC Capital Markets
+44 (0) 20 7653 4000
(Joint Financial Adviser and Corporate Broker to Metro Bank)
Oliver Hearsey
Elliot Thomas
Kathryn Deegan
FGS Global (media enquiries) +44 (0) 20 7251 3801
James Murgatroyd
Craig Oliver
Mike Turner
Linklaters LLP is retained as legal adviser to Metro Bank in respect of the FSP.
Important notice
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.
This announcement has been prepared in accordance with English law and the Takeover Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
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