Metro Bank launches formal sale process
Metro Bank Holdings PLC has started a Formal Sale Process (FSP), a confidential way of inviting buyers under the Takeover Code, as part of a strategic review. The London-listed bank, which runs retail and business current accounts, announced it in a regulatory news service (RNS) statement at 7am today, after its third-quarter update on Wednesday last week (the 4th of November) reaffirmed guidance.
The statement is a Rule 2.4 announcement, which covers a possible offer, and not a Rule 2.7 announcement, which is a firm offer. Metro said there is no certainty an offer will be made or on what terms. An offer period, the regime of disclosure and conduct rules that applies once a takeover is in prospect, has begun.
The Takeover Panel, the body that supervises UK takeovers, granted a dispensation, meaning an exemption, from Rules 2.4(a), 2.4(b) and 2.6(a). Interested parties therefore need not be publicly named, and the 28-day deadline for a bidder to announce a firm offer or walk away does not apply to them while they take part.
Parties must contact Morgan Stanley, Metro’s lead financial adviser, and sign a non-disclosure agreement and a standstill agreement, which restricts what a party can do in relation to Metro’s shares, on terms the board finds satisfactory and the same in all material respects for each party. Metro is not in active discussions with any potential offeror and is not considered to have received an approach.
The board reserves the right to alter or end the process, or reject any approach, at any time. Shareholders are advised to take no action, and no timetable was given: further announcements will be made “as appropriate including as to timetable”.
The board’s case rests on the lowest cost of deposits of any UK high street bank, the highest profits in its history for full year 2025 and continued growth in current account balances. Guidance was reaffirmed on the 4th of November: return on tangible equity (RoTE) above 13% in the fourth quarter of 2026, above 15% in 2027 and above 18% in 2028. The board said:
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.
Metro Bank Holdings PLC board
It added that the board unanimously believes evaluating potential interest through the FSP, alongside executing the standalone plan, will maximise value creation opportunities for shareholders. Metro was the subject of earlier LeapRate coverage.
Holders of 1% or more of Metro’s shares must make an Opening Position Disclosure, a public statement of their holdings, by 3.30pm London time on the 10th business day after the offer period began. Metro had 673,659,140 ordinary shares in issue at the close of business yesterday.
