REG - AIB Group PLC - Launch of Odd lot Offer

AIBAnnouncement

09/09/2024 14:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240909:nRSI4493Da&default-theme=true

RNS Number : 4493D  AIB Group PLC  09 September 2024

Launch of Odd lot OfferAIB Group plc

Launch of Odd-lot Offer and Finalisation of Offer Price

9 September 2024

 

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 OF SUCH JURISDICTION

 

AIB Group plc ("AIB" or the "Company") announces that it has today launched an
Odd-lot Offer pursuant to which Shareholders holding 20 or fewer ordinary
shares of €0.625 each ("Shares") in AIB (the "Odd-lot Holders") will be
offered the opportunity to have their Shares purchased by the Company at a 5%
premium to the market price volume-weighted average price of the Shares traded
on Euronext Dublin over the five consecutive trading days up to and including
6 September 2024 as calculated on 6 September 2024.

Introduction

At the Annual General Meeting of the Company held on 2 May 2024 Shareholders
approved the making by the Company of an Odd-lot Offer at any time within 18
months of the date of that meeting.  The circular to Shareholders dated 3
April 2024, which was issued to Shareholders in advance of the Annual General
Meeting (the "Circular"), and the Odd-lot Purchase Contract, which was
available for inspection by Shareholders, set out the terms and conditions
applying to an Odd-lot Offer.

The Directors have decided to proceed with the launch of an Odd-lot Offer. The
Odd-lot Offer opens today, 9 September 2024, and will close on 7 October 2024.

Shareholders with registered addresses in Ireland and the UK who were Odd-lot
Holders on the First Record Date (being 3 April 2024) and who remain Odd-lot
Holders on the Second Record Date (being 7 October 2024) ("Eligible Odd-lot
Holders") will be offered the opportunity to have their Shares purchased by
the Company.  The price per Share to be paid to Eligible Odd-lot Holders
whose Shares are purchased by the Company (the "Offer Price") will be €5.65,
being a 5 per cent. premium to the volume-weighted average price of Shares
traded on Euronext Dublin over the five consecutive trading days up to and
including 6 September 2024  as calculated on 6 September 2024.

Background

Principally as a result of the Irish Government recapitalisations of AIB
following the financial crisis, the Company has a share register which has an
unusually large number of small Shareholders. The Company has more than 75,000
Shareholders of which almost 69,000 (89%) are Shareholders who hold 20 or
fewer Shares and, in aggregate, represent approximately 0.01% of the total
number of Shares in issue.

By carrying out an Odd-lot Offer, the Directors will facilitate the disposal
by Eligible Odd-lot Holders of their Shares without the dealing costs that
would typically render such disposal uneconomic, whilst giving Eligible
Odd-lot Holders the ability to opt-out of such a disposal.

The Directors believe that the Odd-lot Offer is to the benefit of Shareholders
as a whole as it will lower the Company's cost base and will facilitate a
reduction in the number of Shareholders in the Company in an equitable manner.

The maximum number of Shares eligible to participate in the Odd-lot Offer is
283,542, representing approximately 0.01% of the issued share capital of the
Company, as determined on 3 April 2024 (being the First Record Date).
 Therefore, if all Eligible Odd-lot Holders have their holdings acquired in
the Odd-lot Offer, the maximum cash consideration payable to such Odd-lot
Holders would be approximately €1,602,012.

Details of the Odd-lot Offer

The Circular and the Odd-lot Purchase Contract set out the terms and
conditions applying to the Odd-lot Offer.

Shareholders with registered addresses in Ireland and the UK who were Odd-lot
Holders on the First Record Date (being 3 April 2024) and who remain Odd-lot
Holders on the Second Record Date (being 7 October 2024) will be offered the
opportunity to have their Shares acquired by the Company.  Shareholders who
became Odd-lot Holders between the First Record Date and the Second Record
Date will not be entitled to participate in this Odd-lot Offer.

Holdings under the same name with different designations will be treated as
separate holdings of Shareholders for these purposes.

As the purpose of an Odd-lot Offer is to simplify the Company's share register
and make it more cost efficient, the Odd-lot Offer is open to the registered
holders of Ordinary Shares only and not to Euroclear Participants or CDI
Holders.  For securities law reasons, only those Shareholders with registered
addresses in the UK and Ireland will be eligible to participate in an Odd-lot
Offer.

Shareholders who wish to retain their Odd-lot Holdings can do so by completing
and returning the Opt-Out Form to the address stipulated on that form.

Holdings of Eligible Odd-lot Holders who do not opt out of the Odd-lot Offer
by returning the Opt-Out Form will be acquired by the Company at the Offer
Price.

No Odd-lot Holder shall be entitled to make a partial election in respect of
the Odd-lot Offer. To the extent that an Odd-lot Holder attempts to make a
partial election in respect of the Odd-lot Offer, such Odd-lot Holder shall be
deemed to have elected to participate in the Odd-lot Offer in respect of their
entire shareholding without anything further being required.

Further information

Shareholders should note that Shareholders approved the mechanism to permit
this Odd-lot Offer at the Annual General Meeting of the Company held on 2 May
2024.

The Offer Price is set in euro.

Shareholders with a registered address in Ireland will be paid by cheque in
euro.  Shareholders with a registered address in the United Kingdom will be
paid by cheque in sterling on the basis that the cash amount payable in euro
to which they would otherwise be entitled will be paid in sterling based on an
exchange rate determined by the Company by reference to the exchange rate
prevailing on the day on which the Company converts the relevant amount of
euro into sterling.  Fluctuations in the euro / sterling exchange rate are at
the risk of such Shareholders.

All unclaimed  and / or uncashed proceeds from the sale of Odd-lots will be
retained by the Company until claimed and will be dispatched to the Odd-lot
Holder only upon the Odd-lot Holder applying in writing to the Company.  No
interest shall be payable, and the Company shall not be required to account
for any money earned on the unclaimed proceeds.  Any such proceeds unclaimed
for a period of 12 (twelve) years from the date of sale of the Odd-lots may be
declared by the Directors to be forfeited for the benefit of one or more
charitable institutions nominated by the Directors at their discretion.

The Directors of the Company, in their absolute discretion, reserve the right
to withdraw the Odd-lot Offer at any time.

Financial effects of the Odd-lot Offer

As at the First Record Date, 3 April 2024, the number of Shares eligible to
participate in the Odd-lot Offer was 283,542, representing approximately 0.01
per cent of the issued share capital of the Company.

Therefore, the Odd-lot Offer and the potential purchase of Shares by the
Company pursuant to the Odd-lot Offer is not expected to have a significant
effect on the earnings, headline earnings per Share, net asset value or
tangible net asset value per Share of the Company. Any purchase of Shares
pursuant to an Odd-lot Offer will be funded by available cash resources.

Taxation

Shareholders should take into account the tax implications for them of
participating in the Odd-lot Offer. In order to assist Shareholders, a general
description of the Irish and UK tax treatment of participating in the Odd-lot
Offer for certain classes of Shareholder will be made available on the
Company's website at www.aibgroup/investorrelations.  Shareholders who are in
any doubt as to their own tax position should consult their own professional
adviser.

Key dates and times

The key dates and times are as follows:

 First Record Date                                                              3 April 2024
 Odd-lot Offer opens                                                            9 September 2024
 Odd-lot Offer closes                                                           7 October 2024 (12:00 noon)
 Record Date to determine those Odd-lot Holders entitled to participate in the  7 October 2024 (close of business)
 Odd-lot Offer (the "Second Record Date" referred to in the Circular)
 Purchase of Odd-lots from Eligible Odd-lot Holders                             8 October 2024
 Dispatch of cheques for the proceeds of the Odd-lot Offer                      22 October 2024

 

Notes:

1. The above dates and times are subject to change. Any changes will be
released via a Regulatory Information Service announcement.

2. All references to time are to Irish time.

3. To be eligible to participate in an Odd-lot Offer in respect of his/her
holding of Odd-lots, a Shareholder must be an Odd-lot Holder on the First
Record Date and must remain an Odd-lot Holder on the Second Record Date and
must be entered on the Register with an address in Ireland or the UK.

Capitalised terms in this announcement, unless otherwise defined have the same
meaning given to them in the Circular.

For further information, please contact:

 Registrar                                          Company Secretary       Investor Relations
 Computershare Investor Services (Ireland) Limited  Conor Gouldson          Niamh Hore

 3100 Lake Drive,                                   AIB Group plc           AIB Group plc

 Citywest Business Campus,                          10 Molesworth Street,   10 Molesworth Street,

 Dublin 24                                          Dublin 2                Dublin 2

 +353 1 247 5411                                    +353 1 772 0030         +353 86 313 5647
                                                    secretariat@aib.ie      investor.relations@aib.ie

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCBBGDCGGGDGSC