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Proposed introduction of Metro Bank Holdings PLC (“New MB”) as a new holding company of Metro Bank PLC (the “Company”) and its subsidiaries by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”) and New MB’s admission to the premium listing segment of the Official List and to trading on the main market of the London Stock Exchange (the “Admission”)
ACCESS TO THIS AREA OF THE WEBSITE (THE “MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE MICROSITE. THE MICROSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH NEW MB REGARDS AS UNDULY ONEROUS.
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) RELATING TO THE SCHEME AND THE ADMISSION. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Please read this notice carefully - it applies to all persons who view this Microsite and, depending upon who you are and where you live, it may affect your rights and responsibilities. This notice and the information contained herein may be altered or updated from time to time, and should be read in full carefully each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at our sole discretion.
Nothing on this Microsite, nor anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities, or the solicitation of any votes attaching to securities which are the subject of the Scheme or the Admission in any jurisdiction in which such offer or solicitation is unlawful.
Investors should not make any investment decision in relation to the Scheme except on the basis of the information contained in the Scheme Document and the Prospectus.
To allow you to view the Information, you must read this notice in its entirety and then click “CONFIRM”. If you are unable to confirm you must click “DECLINE”.
Viewing the Information you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons outside the United Kingdom who wish to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
If you are not a resident of or located in a restricted jurisdiction, you may access any communication or document in relation to the Scheme and the Admission but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view any communication or document in relation to the Scheme or the Admission by virtue of applicable laws or regulatory requirements, please exit this Microsite.
The Information is made available in good faith and does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Scheme, the Admission or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The Information has been prepared for the purposes of complying with English law and the Information may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
The information contained in this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and the Company and New MB have, and accept, no responsibility or duty to update any such information, document or announcement and reserve the right to add to, remove or amend any information reproduced on this Microsite at any time.
Similarly, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent in or into a restricted jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a restricted jurisdiction.
If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither the Company nor any of its advisors nor New MB nor any of its advisors, assumes any responsibility for any violation by any person of any of these restrictions.
In relation to any document, announcement or information contained in the Microsite, the only responsibility accepted by the directors of the Company and the directors of New MB is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of the Company, the directors of New MB, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to this Microsite by a third party.
The Information (including information incorporated by reference) may include statements that are, or may be deemed to be, “forward‑looking statements”. Forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “plans”, “goal”, “target”, “seeks”, “aim”, “may”, “will”, “would”, “could” or “should” or, in each case, their negative or other variations or comparable terminology. These forward‑looking statements include all matters that are not historical facts. They appear in a number of places throughout the Information and the information incorporated by reference into the Information and include statements regarding the intentions, beliefs or current expectations of the Company, New MB, their respective directors, the Metro Bank Group (being the Company and its subsidiary undertakings and, where the context requires, its associated undertakings) or the New Group (being New MB and its subsidiary undertakings and, where the context requires, its associated undertakings, in each case, as if the Scheme has been implemented in accordance with its terms) concerning, among other things, the operating results, financial condition, prospects, growth, strategies and dividend policy of the Metro Bank Group and the New Group, and the sectors and markets in which they operate.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Company’s, New MB’s or their respective directors’ ability to control or predict. Forward-looking statements are not guarantees or predictions of future performance. The Company’s and New MB’s actual operating results, financial condition, dividend policy and the development of the sectors and markets in which they operate may differ materially from the impression created by the forward-looking statements contained in the Information and/or the information incorporated by reference into the Information. In addition, even if the operating results, financial condition and dividend policy of the Company and New MB, and the development of the sectors and markets in which they operate, are consistent with the forward-looking statements contained in the Information and/or the information incorporated by reference into the Information, those results or developments may not be indicative of results or the development of such sectors and markets in subsequent periods. Important factors that could cause these differences include, but are not limited to, general political, domestic and global, economic and business conditions, sector and market trends, changes in government, changes in law or regulation, stakeholder perception of the Company, New MB and/or the sectors or markets in which they operate and those risks described in the section entitled “Risk Factors” of the Prospectus.
You are advised to read the Information and the information incorporated by reference into the Information in their entirety, and, in particular, the section entitled “Risk Factors” of the Prospectus, for a further discussion of the factors that could affect the Company’s and New MB’s future performance and the sectors and markets in which they operate. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in the Information and/or the information incorporated by reference into the Information may not occur.
The forward-looking statements speak only as at the date of the respective documents.
Other than in accordance with their legal or regulatory obligations, the Company and New MB do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
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