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.
(MORE TO FOLLOW) Dow Jones Newswires
November 12, 2026 02:00 ET (07:00 GMT)
DJ Announcement of Strategic Review including Commencement of Formal Sale Process -2-
Disclaimers Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting as financial adviser to Metro Bank and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to this announcement, any statement contained herein, the matters described in this announcement or otherwise.
Citigroup Global Markets Limited ("Citigroup"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to Metro Bank and no one else in connection with the matters set out in this announcement and shall not be responsible to anyone other than Metro Bank for providing the protections afforded to clients of Citigroup nor for providing advice in connection with the contents of this announcement or any other matter referred to herein. Neither Citigroup nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, tort, in delict, under statute or otherwise) to any person who is not a client of Citigroup in connection with this announcement, any statement contained herein, or otherwise.
RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for Metro Bank and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Metro Bank for providing the protections afforded to clients of RBC Capital Markets, or for providing advice in connection with matters referred to in this announcement.
Publication on Website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.metrobankonline.co.uk, by no later than 12 noon (London time) on the business day after this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, as at the close of business on 11th November 2026 (being the business day prior to the date of this announcement), Metro Bank confirms that it had in issue 673,659,140 ordinary shares of GBP0.000001 each with voting rights and admitted to trading on LSE under the ISIN code GB00BMX3W479. The Company's LEI number is 984500CDDEAD6C2EDQ64.
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Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
View original content: EQS News
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ISIN: GB00BMX3W479 Category Code: STR - Metro Bank Holdings PLC TIDM: MTRO LEI Code: 984500CDDEAD6C2EDQ64 Sequence No.: 449373 EQS News ID: 2433398 End of Announcement EQS News Service =------------------------------------------------------------------------------------
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(END) Dow Jones Newswires
November 12, 2026 02:00 ET (07:00 GMT)