REG - Goldman Sachs Intl AIB Group PLC - Proposed Secondary Placing of Ordinary Shares

AIBAnnouncement

27/06/2022 17:15

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RNS Number : 3587Q  Goldman Sachs International  27 June 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES,
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 June 2022

 

Intention to dispose of approximately 5.0% 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 book will open
with immediate effect following this announcement.

The Placing is expected to comprise 133.7 million of the Company's ordinary
shares, representing approximately 5.0% of the issued ordinary capital of the
Company and 7.3% of the Irish State's shareholding in AIB Group plc. As a
result of the Placing, the overall size of the Irish State's shareholding in
the Company will be reduced from approximately 68.5% to approximately 63.5%.

The Minister has also undertaken to the Joint Bookrunners not to sell further
shares in the Company for a period of 90 calendar days following the
completion of the Placing without the prior written consent of the Joint
Bookrunners. This undertaking also applies to any sales through the Minister's
trading plan announced by way of Regulatory News Service on 21 December 2021
and extended on 23 June 2022.

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 LLP
are acting as legal counsel to the Department of Finance in connection with
the sale.

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

 

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 their respective 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.

 

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 (the "UK") and Goodbody Stockbrokers
UC, trading as Goodbody, which is authorised and regulated in Ireland by the
Central Bank of Ireland and in the United Kingdom is subject to regulation by
the FCA (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. Neither 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 either 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 therefor 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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