REG - BNP Paribas London AIB Group PLC - Proposed Secondary Placing of Ordinary shares

AIBAnnouncement

27/01/2025 17:00

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RNS Number : 8404U  BNP Paribas London  27 January 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND
OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF
THIS ANNOUNCEMENT

 

27 January 2025

 

Intention to dispose of approximately 5% of AIB Group plc by the Irish State

 

The Minister for Finance, Paschal Donohoe TD, today announces his intention to
sell part of the Irish State's shareholding in AIB Group plc (the "Company").
The disposal of these shares (the "Placing Shares") will be by way of a
placing to institutional investors (the "Placing").

The price at which the Placing Shares are sold (the "Placing Price") will be
determined by way of an accelerated book building process. The books will open
with immediate effect following this announcement.

The Placing is expected to comprise approximately 116 million of the Company's
ordinary shares, representing approximately 5% of the issued ordinary capital
of the Company. As a result of the Placing, the overall size of the Irish
State's shareholding in the Company will be reduced from approximately 17.5%
to approximately 12.5%.

The Minister has also undertaken to the Joint Bookrunners not to sell further
shares in the Company for the period of 90 calendar days following the
completion of the Placing without the prior written consent of the Joint
Bookrunners. While this undertaking also applies to any sales through the
Minister's trading plan announced by way of Regulatory News Service on 21
December 2021, extended on 23 June 2022, 5 January 2023, 27 June 2023, 8
January 2024, 28 June 2024 and further extended with effect from 24 January
2025, it will only do so for the period of 30 calendar days following the
completion of the Placing.

BNP Paribas, BofA Securities Europe SA, Goldman Sachs International and
Goodbody Stockbrokers UC have been appointed to act as Joint Bookrunners in
connection with the Placing.

N.M. Rothschild & Sons Limited ("Rothschild & Co") is acting as
independent financial adviser and William Fry LLP and Allen Overy Shearman
Sterling LLP are acting as legal counsel to the Department of Finance in
connection with the Placing.

Details of the Placing Price and the exact number of Placing Shares will be
announced in due course.

As referenced above, the Minister also announces that he has extended the AIB
share trading plan for a further six-month term. The share trading plan will
become operational again following the expiration of the applicable lock-up
and will now terminate no later than 23 July 2025 (unless further extended).
The trading plan will continue to be managed by Merrill Lynch International.
The trading plan will continue to include provisions that (a) the Minister's
intention is to target that up to, but no more than, 15% of the expected
aggregate total trading volume in the Company is to be sold over the duration
of the trading plan, and (b) shares may not be sold under the trading plan
below a price per share that the Department of Finance determines represents
fair value and delivers best value for the taxpayer throughout the term of the
trading plan. The actual number of shares sold will depend on market
conditions, among other factors. Proceeds generated from the latest phase of
the AIB trading plan amount to approximately €628.2 million. In total,
approximately €2.1 billion has been raised from the AIB trading plan since
it became operational in January 2022.

 

Enquiries:

 

 

Brian Meenan, Press Officer, Department of Finance, +353 1 6045875 or +353 87
2198857

 

pressoffice@finance.gov.ie

 

 

 

 

Disclaimer

 

 

The distribution of this announcement and the offer and sale of the Placing
Shares in certain jurisdictions may be restricted by law. The Placing Shares
may not be offered to the public in any jurisdiction in circumstances which
would require the preparation or registration of any prospectus or offering
document relating to the Placing Shares in such jurisdiction. No action has
been taken by the Minister for Finance or any of his affiliates that would
permit an offering of the Placing Shares or possession or distribution of this
announcement or any other offering or publicity material relating to such
securities in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required to inform
themselves about and to observe any such restrictions.

 

This press release is for information purposes only and does not constitute or
form a part of an offer to sell or a solicitation of an offer to purchase any
security of the Company in the United States or in any other jurisdiction
where such offer or solicitation is unlawful. The securities of the Company
described in this press release have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any
applicable state or foreign securities laws and may not be offered or sold in
the United States absent registration or an exemption from the registration
requirements of the Securities Act. There shall be no public offering of
securities in the United States.

 

In member states of the European Economic Area (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is directed
exclusively at persons who are 'qualified investors' within the meaning of
Regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Qualified
Investors"). In the United Kingdom this announcement is directed exclusively
at persons who are 'qualified investors' within the meaning of the Prospectus
Regulation (as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018) (i) who have professional experience in
matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"), or (ii) who fall within Article 49(2)(a) to (d) of the Order,
and (iii) to whom it may otherwise lawfully be communicated.

 

BofA Securities Europe SA, which is authorized as an investment firm by the
Autorité de Contrôle Prudentiel et de Résolution ("ACPR"), is regulated by
the ACPR and the Autorité des Marchés Financiers, and is not a credit
institution, Goldman Sachs International which is authorised by the Prudential
Regulation Authority (the "PRA") and regulated by the Financial Conduct
Authority (the "FCA") and the PRA in the United Kingdom, Goodbody Stockbrokers
UC which is authorised and regulated in Ireland by the Central Bank of Ireland
and in the United Kingdom is authorised and regulated by the FCA, BNP Paribas
which is authorised and regulated by the European Central Bank and the
Autorité de contrôle prudentiel et de résolution and authorised by the
Prudential Regulation Authority and is subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential Regulation
Authority (together the "Joint Bookrunners") and N.M. Rothschild & Sons
Limited (the "Adviser") which is authorised and regulated by the FCA in the
United Kingdom, are acting on behalf of the Minister for Finance and no one
else in connection with any offering of the Placing Shares and will not be
responsible to any other person for providing the protections afforded to any
of their respective clients or for providing advice to any other person in
relation to any offering of the Placing Shares. None of the Joint Bookrunners
nor the Adviser will regard any other person as its client in relation to the
offering of the Placing Shares. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by any of the Joint Bookrunners, the Adviser
or by any of their respective affiliates or agents as to or in relation to,
the accuracy, completeness or sufficiency of this announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers in connection with the Minister for Finance,
the Company, the Placing Shares, the Placing or any of the arrangements
described herein, and any liability therefore is expressly disclaimed.

 

No Placing Shares will be available to any investor whose purchase of such
Placing Shares, whether on its own account or as a fiduciary or agent for one
or more investor accounts, would require regulatory consent in any
jurisdiction (including, without limitation, under the UK Financial Services
and Markets Act 2000 or the United States Bank Holding Company Act of 1956).

 

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