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REG - Bank of Ireland Grp - Final results of Tender Offers – Preference Stock

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RNS Number : 2789I  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.

Bank of Ireland Nominee 3 Limited

tender offers in respect of the (i) £1,876,090 12.625% Non-Cumulative
Sterling Preference Stock of £1.00 each; and (ii) €3,842,987 12%
Non-Cumulative Euro Preference Stock of €1.27 each, of

The Governor and Company of the Bank of Ireland

 

Final Results Announcement following the Retail Expiration Deadline of the
Offers

 

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND ANNOUNCES THE TENDER
ACCEPTANCE AMOUNTS AND RESULTS FOLLOWING THE RETAIL EXPIRATION DEADLINE OF THE
OFFERS IN RELATION TO ITS (I) STERLING PREFERENCE STOCK, AND (II) EURO
PREFERENCE STOCK MADE BY BANK OF IRELAND NOMINEE 3 LIMITED

3 August 2023

On 21 June 2023, Bank of Ireland Nominee 3 Limited (the "Offeror"), a
subsidiary of Bank of Ireland Group plc ("BOIG") launched invitations to
holders to tender any and all of their (i) £1,876,090 12.625% Non-Cumulative
Sterling Preference Stock of £1.00 each of The Governor and Company of the
Bank of Ireland (the "Issuer") (the "Sterling Preference Stock"); and (ii)
€3,842,987 12% Non-Cumulative Euro Preference Stock of €1.27 each of the
Issuer (the "Euro Preference Stock") (the Sterling Preference Stock and the
Euro Preference Stock, together the "Preference Stock"), for purchase by the
Offeror for cash (each such invitation an "Offer" and, together, the
"Offers").  The Offers were made on the terms and subject to the conditions
set out in the tender offer memorandum dated 21 June 2023 (the "Tender Offer
Memorandum"). On 30 June 2023, the Offeror announced its acceptance of validly
submitted Tender Instructions received by the Receiving Agent on or before
1.00 p.m. (London time) on 29 June 2023 (the "General Expiration Deadline").
On 25 July 2023, BOIG announced that the Offeror had decided to consider for
acceptance tenders validly submitted by Institutional Investors following the
General Expiration Deadline and prior to the Retail Expiration Deadline.

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

The Offeror today announces its acceptance of validly submitted Tender
Instructions received by the Receiving Agent on or before 1.00 p.m. (London
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 Stock
validly tendered pursuant to the Offers after the General Expiration Deadline
but on or before the Retail Expiration Deadline, as set out in the table
below:

 

 

 Securities                          ISIN          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***
                                                                                                                Expiration Deadline**

                                                                                                                                                                                              Offer Price***
 12.625%                             IE0000730808  £1,721,761                                                                                                                                 183.0000%                            6.1223% or £0.61223 for each £1 of Sterling Preference Stock for validly       189.1223%

                                    submitted Tender Instructions received after the General Expiration Deadline

 Non-Cumulative Sterling                                                                                                                                                                                                           but on or before the Retail Expiration Deadline ****                           or £18.91223 for each £1 of Sterling Preference Stock (by reference to the

                                                                                                                   Payment in Lieu of Dividend Amount applicable to the expected Retail
 Preference Stock                                  (91.77%)                                                                                                                                   £18.3000 for each £1 of Sterling                                                                                    Settlement Date)****

 (the "Sterling Preference Stock")                                                                                                                                                            Preference Stock

                                                                                                                £603,153

                                                                                                                (32.15%)
 12% Non-                            IE0000730790  €2,530,055                                                                                                                                 178.9764%                            5.8192%                                                                        184.7956%

 Cumulative Euro                                                                                                                                                                                                                   or €0.73904 per €1.27 of Euro Preference Stock for validly submitted           or €23.46904 for each €1.27 of Euro Preference Stock (by reference to the

                                    Tender Instructions received after the General Expiration Deadline but on or   Payment in Lieu of Dividend Amount applicable to the expected Retail
 Preference Stock                                  (65.84%)                                                                                                                                   €22.7300 for each €1.27 of           before the Retail Expiration Deadline****                                      Settlement Date)****

 (the "Euro                                                                                                                                                                                   Euro Preference Stock

 Preference Stock")

                                                                                                                €737,644

                                                                                                                (19.19%)

 

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

** The aggregate 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 Tender Offer Memorandum.

**** Based on the Offer settling 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 (the "Retail Settlement Date").

 

Following the Retail Settlement Date, the Offeror will hold 65.84% of the
nominal amount currently outstanding of the Euro Preference Stock and 91.77%
of the nominal amount currently outstanding of Sterling Preference Stock
(percentages are shown by reference to the nominal amount currently
outstanding, being £1,876,090 for the Sterling Preference Stock and
€3,842,987 for the Euro Preference Stock).

 

As the Offeror has acquired more than 80% of the Sterling Preference Stock
pursuant to the Offer, the Offeror's current intention is to exercise its
rights pursuant to the provisions of the Companies Act to compulsorily acquire
the remaining Sterling Preference Stock not owned by it following the Retail
Settlement Date (the "Remaining Sterling Preference Stock") on the same terms
(including as to price, being £18.30 for each £1 of Remaining Sterling
Preference Stock, plus the applicable payment in lieu of dividend amount) as
the relevant Offer, as further described in the Tender Offer Memorandum. The
Offeror currently intends to issue compulsory acquisition notices to holders
of the Remaining Sterling Preference Stock during the week commencing 7 August
2023, with the compulsory acquisition expected to complete in September 2023,
subject to the statutory rights of dissenting shareholders. The Offeror will
be in contact with the holders of the Remaining Sterling Preference Stock in
due course with further information

Although it is the Group's current intention to acquire all of the Preference
Stock pursuant to the Offers or otherwise, please be aware that the Offeror is
not obliged to make further tender offers to purchase the Preference Stock in
the future, and that the Group's intentions may change from time to time
depending on circumstances.

 

As the relevant threshold for exercising compulsory acquisition rights under
the Companies Act has not been met pursuant to the Offer in respect of the
Euro Preference Stock, the Group may, at its discretion, seek to acquire some
or all of the remaining Euro Preference Stock, including by way of open market
purchases or launching another offer. Any subsequent acquisitions will be
subject to their own terms and conditions, which may differ from the terms and
conditions of the Offer(s) in a number of respects, as further described in
the Tender Offer Memorandum.

 

Offer Price and Payment in Lieu of Dividend Amount

The total consideration payable to each Stockholder in respect of each unit of
Preference Stock 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 relevant Offer Price for the relevant Preference Stock, plus
(ii) the relevant Payment in Lieu of Dividend Amount for the Retail Settlement
Date, as set out in the Tender Offer Memorandum.

Any Stockholder who validly submitted a Tender Instruction in accordance with
the terms of the Tender Offer Memorandum, which was received after the General
Expiration Deadline but on or before the Retail Expiration Deadline, waived
any entitlement to a dividend payment in respect of which the dividend record
date falls after the General Expiration Deadline and prior to the Retail
Settlement Date and instead will receive the Payment in Lieu of Dividend
Amount ("Tendering Stockholders"). Accordingly, Tendering Stockholders will
not receive the dividend referred to in the corporate action announcement made
by the Group on 27 July 2023 in relation to the dividend payments.

 

FURTHER INFORMATION

 

D.F. King Ltd has been appointed by the Offeror as retail information agent
(the "Retail Information Agent"). Computershare Investor Services (Ireland)
Limited has been appointed to act as receiving agent in connection with the
Preference Stock. 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 Offers, to provide
further information to Institutional Investors only. Their details are set out
below.

 

Retail Investors

 

Retail Investors who hold their Preference Stock in certificated form and have
questions or require technical assistance in connection with the Offers should
contact the Receiving Agent using the following contact details:

 

 Computershare                   (if calling from Ireland)(( 1 ))

 Telephone: (01) 6968429
 Telephone:  +353 1 696 8429     (if calling from outside Ireland)

 

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

 

D.F. King

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

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

 

Institutional Investors

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

 

D.F. King

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

Telephone: +44 207 920 9700 (if calling from outside the UK) (( 3 ))  Email:
BOI@dfkingltd.co.uk

 

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

 

 Jefferies International Limited              Lloyds Bank Corporate Markets plc

 Tel: +44 75 2516 8520                        Tel: +44 20 7158 1726 / 1719

 Email: Liabilitymanagement@jefferies.com     Email:

 Attn: Liability Management                   lbcmliabilitymanagement@lloydsbanking.com

                                              Attn: Liability Management

 J&E Davy Unlimited Company                   UBS AG London Branch

 Tel: +3531 6797788                           Tel: +44 20 7568 1121

 Email: dcf@davy.ie                           Email: ol-liabilitymanagement-eu@ubs.com

                                              Attn: Liability Management

 

DISCLAIMER: This announcement must be read in conjunction with the
announcements relating to the Offers published by the Issuer on 21 June 2023
and 30 June 2023, the Tender Offer Memorandum and any other announcements
published in connection with the Offers. This announcement, the announcements
relating to the Offers published by the Issuer on 21 June 2023 and 30 June
2023 and the Tender Offer Memorandum (including the documents incorporated by
reference therein) contain important information which should be read
carefully. If you are in any doubt as to the contents of this announcement,
the announcements dated 21 June 2023 and 30 June 2023, or the Tender 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 Tender Offer Memorandum and this announcement contain certain
forward-looking statements that reflect the Offeror's and the Group'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 the Group 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 Tender Offer Memorandum.
The Offeror and the Group 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 and the Group 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  Lines are open from 9.00 a.m. to 5.00 p.m. (UK time) Monday to Friday
(excluding public holidays in Ireland). Calls from within Ireland are charged
at the standard geographic rate and will vary by provider. Calls from outside
Ireland 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 Offers nor give any financial, legal or
tax advice.

 2  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 Offers nor give any financial, legal or tax advice.

 3  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 Offers nor give any financial, legal or tax advice.

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
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 or visit
www.rns.com (http://www.rns.com/)
.

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.   END  MSCUPUPCRUPWGQW

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