Metro Bank to acquire peer-to-peer lender RateSetter

A couple of months after Metro Bank PLC (LON:MTRO) confirmed it was in potential acquisition talks with Retail Money Market LTD (“RateSetter”), the bank has announced that it has agreed to acquire RateSetter.

The deal comprises initial consideration of £2.5 million, with additional consideration of up to £0.5 million payable 12 months after completion subject to the satisfaction of certain criteria and further consideration of up to £9 million payable on the third anniversary of the completion of the transaction, subject to the satisfaction of certain key performance criteria.

The acquisition does not include RateSetter’s holding in RateSetter Australia which is being retained by RateSetter shareholders.

RateSetter was founded in 2010 and is the UK’s most popular peer-to-peer lender with over 750,000 people having invested or borrowed through the platform. In its financial year ending 31 March 2019, the company reported revenue of £33 million, a pre-tax loss of £8 million and gross assets of £42 million. Since inception, the business has originated £4 billion of lending. The business primarily originates unsecured personal loans, and also arranges secured auto dealer financing and property financing. As a peer-to-peer platform, RateSetter connects investors and borrowers and therefore does not hold deposits or loans on its balance sheet.

As part of its strategy to enhance returns, Metro Bank has previously signalled its ambition to grow unsecured lending. RateSetter’s originating and underwriting capability is set to enable the bank to rapidly accelerate this ambition via an existing, scalable platform.

The acquisition presents an attractive opportunity for Metro Bank to improve its lending yield, with RateSetter having achieved an average total gross yield of 8 percent for the financial year ending 31 March 2020, and is expected to be net interest margin enhancing in the first full financial year of ownership.

Metro Bank will operate RateSetter as an independent platform and originate loans under both the RateSetter and Metro Bank brands. The acquisition brings a talented team including co-founders Rhydian Lewis and Peter Behrens and CFO Harry Russell. Rhydian Lewis will join Metro Bank’s Executive Committee and report directly to Metro Bank’s CEO, Daniel Frumkin.

Following completion, Metro Bank will use its deposit base to fund all new unsecured personal loans originated via the RateSetter platform on Metro Bank’s balance sheet. RateSetter will continue to manage the existing RateSetter loan portfolio and Provision Fund on behalf of its existing peer-to-peer investors, with Metro Bank assuming no credit risk for these existing loans.

The transaction will be funded from existing cash resources, whilst the final fair value and goodwill elements will be determined as part of the Company’s year-end accounting process. The acquisition is anticipated to reduce the Company’s CET1 ratio by circa 0.3% at 30 June 2020 on a pro forma basis.

The acquisition is conditional upon approval from the Financial Conduct Authority and shareholders holding at least 60% of RateSetter’s shares acceding to the relevant transaction documents and is expected to close by the fourth quarter this year.

The board of directors of RateSetter unanimously recommends the transaction and that shareholders of RateSetter accede to the relevant transaction documents. Shareholders holding 45.7% of RateSetter’s shares have signed the relevant transaction documents at the date of this announcement. Once RateSetter shareholders holding 60% of RateSetter’s shares have signed or acceded to the relevant transaction documents, it is expected that RateSetter shareholders who have not signed or acceded to the transaction documents will be dragged into the transaction, resulting in Metro Bank acquiring 100% of RateSetter’s shares at completion.