REG - J.P. Morgan Sec PLC AIB Group PLC - Proposed secondary placing in AIB Group plc

AIBAnnouncement

07/11/2022 17:00

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RNS Number : 5821F  J.P. Morgan Securities PLC.  07 November 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN 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

 

7 November 2022

 

Intention to dispose of approximately 8% of the Irish State's shareholding in
AIB Group plc

 

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 134 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 62.0% to
approximately 57.0%.

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 and extended on 24 June 2022, it will only do so for the period
of 60 calendar days following completion of the Placing.

Goldman Sachs International, Goodbody Stockbrokers UC and J.P. Morgan
Securities plc 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 and J.P. Morgan Securities plc which are
authorised by the Prudential Regulation Authority (the "PRA") and regulated by
the Financial Conduct Authority (the "FCA") and the PRA in the United Kingdom
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.
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 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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