REG - Bank of Ireland Grp - Final results of Tender Offer – Preference Shares

Bank of IrelandAnnouncement

03/08/2023 18:00

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RNS Number : 2799I  Bank of Ireland Group PLC  03 August 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE
ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS
DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933 AS
AMENDED) (THE "SECURITIES ACT"). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

The Governor and Company of the Bank of Ireland

tender offer in respect of the £32,593,734 8.125 per cent. non-cumulative,
non-redeemable preference shares issued by

Bristol & West plc

(a subsidiary of the Offeror and a member of the Bank of Ireland Group)

(ISIN: GB0000510205)

 

Final Results Announcement following the Retail Expiration Deadline of the
Tender Offer

3 August 2023

On 21 June 2023, The Governor and Company of the Bank of Ireland (the
"Offeror"), a subsidiary of Bank of Ireland Group plc ("BOIG"), had announced
invitations to holders to tender any and all of their £32,593,734 8.125 per
cent. non-cumulative, non-redeemable preference shares issued by Bristol &
West plc (itself a wholly owned subsidiary of the Bank of Ireland Group) (the
"Preference Shares") on the terms set out in the offer memorandum dated 21
June 2023 (the "Offer Memorandum") (the "Tender Offer").

Capitalised terms not otherwise defined in this announcement have the same
meaning as assigned to them in the Offer Memorandum.

The Offeror today announces its acceptance of validly submitted Tender
Instructions received by the Receiving Agent prior to 1.00 p.m. (UK time) on 2
August 2023 (the "Retail Expiration Deadline").

ACCEPTANCE OF VALID TENDER INSTRUCTIONS RECEIVED AFTER THE GENERAL EXPIRATION
DEADLINE BUT ON OR BEFORE THE RETAIL EXPIRATION DEADLINE

 

The Offeror hereby announces that it accepts for purchase all Preference
Shares validly tendered pursuant to the Tender Offer after the General
Expiration Deadline but on or before the Retail Expiration Deadline, as set
out in the table below:

 

 

 Aggregate nominal amount (and percentage) validly tendered*  Aggregate nominal amount (and percentage) validly tendered after the General                                           Payment in Lieu of Dividend Amount***                                          Total Payment                                                                   Outstanding nominal amount not held by the Offeror post Retail Settlement
                                                              Expiration Deadline**
                                                                                                                                                                                                       Date*****
                                                                                                                                            Offer Price***
 £15,819,944                                                  £10,638,891                                                                   117.500%                                                                                                                119.570% or £1.19570 for each Preference Share (by reference to the Payment     £16,773,790

                                                                              in Lieu of Dividend Amount applicable to the expected Retail Settlement Date)

                                                                                                                                                                                     2.070% or £0.02070 for each Preference Share for validly submitted Tender      ****

                                        Instructions received after the General Expiration Deadline but on or before

 48.54%                                                       32.64%                                                                        or £1.17500 for each Preference Share    the Retail Expiration Deadline***                                                                                                                              51.46%

 

* The aggregate amount tendered on or before the Retail Expiration Deadline.

** The amount tendered after the General Expiration Deadline and on or before
the Retail Expiration Deadline.

*** For further detail on the Offer Price and Payment in Lieu of Dividend
Amount, please refer to the Offer Memorandum

**** Based on the Offer settling on the expected Retail Settlement Date of 16
August 2023

***** After settlement on the expected Retail Settlement Date of 16 August
2023

The Settlement Date for Retail Investors and Institutional Investors whose
validly submitted Tender Instructions were received by the Receiving Agent
after the General Expiration Deadline and on or before the Retail Expiration
Deadline, is expected to be 16 August 2023 (subject to the right of the
Offeror to extend, re-open and/or terminate the Tender Offer, as applicable)
(the "Retail Settlement Date").

 

Following the Retail Settlement Date, the Offeror will hold 15,819,944  (or
48.54%) of the amount of the Preference Shares then outstanding immediately
prior to the launch of the Tender Offer. Bank of Ireland UK Holdings plc also
holds 100,000 Ordinary Shares in Bristol & West. Therefore, following the
Early Settlement Date, the Bank of Ireland Group will hold, in aggregate,
48.62% of the entire issued share capital of Bristol & West.

 

The Offeror and Bristol & West do not intend to cancel any of the
Preference Shares tendered pursuant to the Tender Offer. The Offeror intends
to retain the Preference Shares with the objective of acquiring a sufficient
number of Preference Shares to pass the Articles Amendment and the Liquidation
Resolution at a general meeting required in connection with the anticipated
future liquidation of Bristol & West, as further described in the Offer
Memorandum.

 

Following the Retail Settlement Date, the Bank of Ireland Group may, at its
discretion, seek to acquire some or all of the remaining Preference Shares,
including by way of open market purchases or launching another offer, with the
intention of acquiring sufficient representation to be able to pass the
Articles Amendment and Liquidation Resolution with at least 75 per cent. of
the votes cast at a future general meeting of Bristol & West on behalf of
the Bank of Ireland Group.

Any subsequent acquisitions, including through open market purchases,
privately negotiated transactions, tender offers, exchange offers or otherwise
will be subject to their own terms and conditions, and at such prices as the
Offeror, Bristol & West and the Dealer Managers or the relevant affiliate
may determine, which may be more or less than the prices to be paid pursuant
to the Tender Offer and could be for cash or other consideration or otherwise
on terms more or less favourable than those contemplated by the Tender Offer..

Please be aware that the Bank of Ireland Group is not obliged to make further
tender offers to purchase the Preference Shares in the future.

Offer Price and Payment in Lieu of Dividend Amount

The total consideration payable to each Preference Share Holder in respect of
each Preference Share validly submitted for tender and accepted for purchase
by the Offeror on or before the Retail Expiration Deadline will be an amount
in cash equal to (i) the Offer Price for the Preference Shares, plus (ii) the
Payment in Lieu of Dividend Amount for the Retail Settlement Date, each as set
out in the Offer Memorandum.

Further Information

 

D.F. King Ltd has been appointed by the Offeror as retail information agent
(the "Retail Information Agent"). Link Market Services Limited has been
appointed to act as receiving agent in connection with the Tender Offer.
J&E Davy Unlimited Company, Jefferies International Limited, Lloyds Bank
Corporate Markets plc and UBS AG London Branch have been appointed as dealer
managers for the purposes of the Tender Offer, to provide further information
to Institutional Investors only. Their details are set out below.

 

A "Retail Investor" means a Preference Share Holder who is not an
Institutional Investor (as defined below). Any Shareholder who is an
individual (rather than a company or other organisation) will be a Retail
Investor. Any Shareholder that is a company or other organisation and is not
sure whether they are a Retail Investor or an Institutional Investor may
contact the Retail Information Agent for further information, using the
contact details below.

 

An "Institutional Investor" means a Preference Shareholder that is:

(i)        an "eligible counterparty" or a "professional client", each as
defined in Directive 2014/65/EU (as amended); or

(ii)       an "eligible counterparty" as defined in the FCA Handbook
Conduct of Business Sourcebook; or

(iii)     a "professional client" as defined in Regulation (EU) No 600/2014
as it forms part of English domestic law by virtue  of the European Union
(Withdrawal) Act 2018.

 

Retail Investors

 

Retail Investors who have questions or require technical assistance in
connection with the Tender Offer should contact the Receiving Agent using the
following contact details:

 Link Market Services Limited

 Telephone: 0800 029 4524     (if calling from the UK)(1)

 Telephone:       +44 800 029 4524       (if calling from outside the
 UK)(( 1  (#_ftn1) ))

Retail Investors who have any other questions regarding the Tender Offer
should contact the Retail Information Agent using the following contact
details:

 D.F. King

 Telephone: 0800 029 4528 (if calling from the UK) (( 2  (#_ftn2) ))

 Telephone: +44 800 029 4528 (if calling from outside the UK) (2)

 

Institutional Investors

 

Institutional Investors, nominees, banks, brokers, or custodians who have
procedural questions or require technical assistance in connection with the
Tender Offer should contact D.F. King using the following contact details:

 D.F. King

 Telephone: 0207 920 9700 (if calling from the UK)

 Telephone: +44 20 7058 0080 / 0090 (if calling from outside the UK) (( 3 
 (#_ftn3) ))

 Email: BOI@dfkingltd.co.uk

 

Institutional Investors who have any other questions regarding the Tender
Offer should contact the Dealer Managers using the following contact details:

 J&E Davy Unlimited Company                         Jefferies International Limited

 Tel: +3531 6797788                                 Tel: +44 75 2516 8520

 Email: dcf@davy.ie                                 Email: Liabilitymanagement@jefferies.com

                                                    Attn: Liability Management

 Lloyds Bank Corporate Markets plc                  UBS AG London Branch

 Tel: +44 20 7158 1726 / 1719                       Tel: +44 20 7568 1121

 Email: lbcmliabilitymanagement@lloydsbanking.com   Email: ol-liabilitymanagement-eu@ubs.com

 Attn: Liability Management                         Attn: Liability Management

 

DISCLAIMER: This announcement must be read in conjunction with the
announcement relating to the Tender Offer published by Bristol & West on
21 June 2023 (the "Launch Announcement"), the early results announcement
published by Bristol & West on 30 June 2023 (the "Early Results
Announcement"), the Offer Memorandum and any other announcements published in
connection with the Tender Offer. This announcement, the Launch Announcement,
the Early Results Announcement and the Offer Memorandum contain important
information which should be read carefully before any decision is made with
respect to the Tender Offer. If you are in any doubt as to the contents of
this announcement or the Offer Memorandum or the action you should take, you
are recommended to seek your own financial and legal advice, including as to
any tax consequences, immediately from your broker, solicitor, accountant or
other independent financial or legal adviser.

 

The Offer Memorandum contains certain forward-looking statements that reflect
the Offeror's intent, beliefs or current expectations about the future and can
be recognised by the use of words such as "expects", "will,", "anticipate," or
words of similar meaning. These forward-looking statements are not guarantees
of any future performance and are necessarily estimates reflecting the best
judgment of the senior management of the Offeror and involve a number of risks
and uncertainties that could cause actual results to differ materially from
those suggested by the forward-looking statements. As a consequence, these
forward-looking statements should be considered in light of various important
factors that could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements, which include,
without limitation, the risk factors set forth in the Offer Memorandum. The
Offeror cannot guarantee that any forward-looking statement will be realised,
although they believe they have been prudent in their respective plans and
assumptions. Achievement of future results is subject to risks, uncertainties
and assumptions that may prove to be inaccurate. Should known or unknown risks
or uncertainties materialise, or should underlying assumptions prove
inaccurate, actual results could vary materially from those anticipated,
estimated or projected. The Offeror undertakes no obligation to update
publicly or release any revisions to these forward-looking statements to
reflect events or circumstances or to reflect the occurrence of unanticipated
events, except as required by applicable law.

 

 1  (#_ftnref1) Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to
Friday (excluding public holidays in England and Wales). Calls from within the
UK are charged at the standard geographic rate and will vary by provider.
Calls to the helpline from outside the UK will be charged at the applicable
international rate. Please note that calls may be monitored for security and
training purposes. The helpline cannot provide advice on the merits of the
Tender Offer nor give any financial, legal or tax advice.

 2  (#_ftnref2) Lines are open from 9.00 a.m. to 5.30 p.m. (UK time) Monday to
Friday (excluding public holidays in England and Wales). Calls to Freephone
numbers will vary by provider. Calls from outside the UK will be charged at
the applicable international rate. Please note that calls may be monitored for
security and training purposes. The helpline cannot provide advice on the
merits of the Tender Offer nor give any financial, legal or tax advice.

 3  (#_ftnref3) Lines are open from 9.00 a.m. to 5.30 p.m. (UK time) Monday to
Friday (excluding public holidays in England and Wales). Calls to Freephone
numbers will vary by provider. Calls from outside the UK will be charged at
the applicable international rate. Please note that calls may be monitored for
security and training purposes. The helpline cannot provide advice on the
merits of the Tender Offer nor give any financial, legal or tax advice.

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