ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY METRO BANK HOLDINGS PLC (THE “COMPANY”) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES (EXCEPT QUALIFIED INSTITUTIONAL BUYERS (“QIBs”) AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR ACCREDITED INVESTORS (“AIs”) AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT), Canada, AUSTRALIA, Japan Or SOUTH AFRICA OR any other jurisdiction where the DISTRIBUTION OF THESE MATERIALS would breach any applicable law or regulation OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION (TOGETHER, THE “RESTRICTED JURISDICTIONS”).
Please read this notice carefully — it applies to all persons who view this webpage and, depending upon who you are and where you live, it may affect your rights and responsibilities. Please note that the disclaimer set out below and the information contained on this webpage may be altered or updated. You should read it in full each time you visit the site.
Viewing the materials on this webpage may not be lawful, may be restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in certain jurisdictions. In other jurisdictions, only certain categories of persons may be allowed to view such materials. Any persons who wish to view these materials should satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
The information in the following pages is not intended for, and is not to be made available to, persons in the Restricted Jurisdictions. Any announcements regarding securities offerings, or references to securities offerings, that are contained on these pages do not constitute an offering of or solicitation to purchase or subscribe for those securities. Any offering of securities will be contained in a disclosure document that contains detailed information about the Company and the offered securities, including a discussion of risks, the Company’s business and relevant financial information.
Any securities referred to in these materials have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered, sold, resold, distributed or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Securities in the United States.
The Securities (as defined below) have not been and will not be registered under the securities laws of Australia, Canada, Japan, South Africa or any other jurisdiction that would require registration of the Securities, and the Securities may not be offered, sold, resold, distributed or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from, and in compliance with, any applicable securities laws.
Users located in the United Kingdom
In the United Kingdom the materials on this webpage are only directed at persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) “investment professionals” within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or (ii) high net worth companies, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as “Relevant Persons”). In the United Kingdom, the Securities are directed to and available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on the materials on this webpage or any of their contents.
Users located within the European Economic Area
The materials on this webpage and any offer are addressed to and directed only at persons located or resident in a member state of the European Economic Area (“EEA”) who are a “qualified investor” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended ("Qualified Investors").
In any member state of the EEA, the Securities are directed to and available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, Qualified Investors. Any person who is not a Qualified Investor should not act or rely on the materials on this webpage or any of their contents.
Basis of access
Any person seeking access to this webpage represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy the securities mentioned in such materials (the “Securities”). Further, it does not constitute a recommendation by the Company or any other party to sell or buy the Securities.
If you are not permitted to view the materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.
If you are in any doubt about the contents of this webpage 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.
Confirmation of understanding and acceptance of disclaimer
By clicking on the "Agree" button, I confirm that I am not resident or located in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction where accessing these materials is unlawful and I agree that I will not transmit or otherwise send any materials contained in this website to any person in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other territory where to do so would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction.
IF I AM LOCATED OR RESIDENT IN AN EEA MEMBER STATE BY CLICKING THE "AGREE" BUTTON, I CONFIRM THAT I AM A QUALIFIED INVESTOR.
IF I AM LOCATED OR RESIDENT IN THE UNITED KINGDOM, BY CLICKING THE "AGREE" BUTTON, I CONFIRM THAT I AM RELEVANT PERSON.
IF I AM LOCATED IN THE UNITED STATES, I AM EITHER A QIB OR AN AI. I ACKNOWLEDGE THAT THE MATERIALS PROVIDED ON THE FOLLOWING WEBPAGE RELATE TO A TRANSACTION THAT IS ONLY AVAILABLE IN THE UNITED STATES PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. IF I AM ACTING AS A FIDUCIARY OR AGENT FOR ONE OR MORE INVESTOR ACCOUNTS, (A) EACH SUCH ACCOUNT IS A QIB OR AI, (B) I HAVE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT AND (C) I HAVE FULL POWER AND AUTHORITY TO MAKE THE REPRESENTATIONS, WARRANTIES, AGREEMENTS AND ACKNOWLEDGEMENTS HEREIN ON BEHALF OF EACH SUCH ACCOUNT.
I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I intend to access this website for information purposes only and understand that breach of these conditions, warranties and agreements could mean that I am in breach of applicable laws or regulations. By clicking on the “Agree” button, I confirm that I am permitted to proceed to electronic versions of these materials.