REG - Bank of Ireland Grp - Interim Tender and Voting Results - 13.375% Bonds

Bank of IrelandAnnouncement

03/08/2023 18:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230803:nRSC2792Ia&default-theme=true

RNS Number : 2792I  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") AND FOR DISTRIBUTION ONLY OUTSIDE THE REPUBLIC
OF ITALY. 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 (acting through its United
Kingdom branch) announces interim results following the Retail Investor Tender
Deadline and Retail Investor Consent Deadline with respect to the Offers
relating to the £75,000,000 13(3/8) per cent. Unsecured Perpetual
Subordinated Bonds (ISIN: GB0000510312)

3 August 2023

On 21 June 2023, The Governor and Company of the Bank of Ireland (acting
through its United Kingdom branch) (the "Offeror" or "BOI") launched an
invitation to holders of its £75,000,000 13(3/8) per cent. Unsecured
Perpetual Subordinated Bonds (ISIN: GB0000510312) (the "Bonds") to (a) tender
any and all of their Bonds for purchase by Elgin Securities DAC (the
"Purchaser") for cash (the "Tender Offer"); and (b) approve the modification
of the terms and conditions of the Bonds to provide for BOI to redeem all, but
not some only, of the outstanding Bonds on the Redemption Date (the "Consent
Solicitation" and, together with the Tender Offer, the "Offers").

The Offers were made on the terms and subject to the conditions set out in the
offer memorandum dated 21 June 2023 (the "Offer Memorandum") and are subject
to the offer and distribution restrictions set out below.

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

The Tender Offer for Retail Investors and Institutional Investors (as extended
by the Offeror on 25 July 2023) expired at 1:00 p.m. (UK time) on 2 August
2023 (the "Retail Investor Tender Deadline").

The Consent Solicitation for Retail Investors and Institutional Investors (as
extended by the Offeror on 25 July 2023) expired at 1:00 p.m. (UK time) on 2
August 2023 (the "Retail Investor Consent Deadline").

As at the Retail Investor Tender Deadline, the Offeror had received valid
tenders for purchase by the Purchaser pursuant to the Tender Offer of
£31,425,097 in aggregate principal amount of the Bonds.

As at the Retail Investor Consent Deadline, the Offeror had received Voting
Only Instructions in respect of £5,120,000 in aggregate principal amount of
the Bonds, of which £972,000 in aggregate principal amount of the Bonds were
in favour of the Consent Solicitation. Bondholders holding £236,000 in
aggregate principal amount of the Bonds have submitted a Voting Only
Instruction specifying 'Option 3' and will therefore either attend the Meeting
in person or appoint a proxy other than the Chairperson to attend the Meeting
and cast the votes attaching to such Bonds at the Meeting.

Based on the Tender Instructions and Voting Only Instructions received as at
the above deadlines, the quorum will be achieved for the Meeting to be held at
1:00 p.m. on 4 August 2023. The Extraordinary Resolution will only be passed
at the Meeting if not less than three-quarters of the votes cast at such
Meeting are cast in favour of the Extraordinary Resolution. Based on the
Tender Instructions (which also constitutes a vote in favour of the Consent
Solicitation) and Voting Only Instructions received as at the above deadlines,
88.65 per cent. of the votes have been cast in favour of the Extraordinary
Resolution. Therefore, it is anticipated that the Extraordinary Resolution
will be passed at the Meeting and subsequently that the Bonds will not be
purchased in the Tender Offer but all of the Bonds will be redeemed on 25
August 2023.

The aggregate principal amount of the Bonds in respect of which either Tender
Instructions (which also constitutes a vote in favour of the Consent
Solicitation) or Voting Only Instructions have been received as at the above
deadlines is set out below:

 

 Outstanding Principal Amount of the Bonds  Votes in favour of the Consent Solicitation*  Votes against the Consent Solicitation*  Total votes cast*((1))
 £45,903,600                                32,397,097                                    3,912,000                                36,545,097

* The number of votes cast on a poll will be equal to 1 vote for each £1.00
in principal amount of Bonds

(1) This include votes to be cast by Bondholders holding £236,000 in
aggregate principal amount of the Bonds who have submitted a Voting Only
Instruction specifying 'Option 3' and will therefore either attend the Meeting
in person or appoint a proxy other than the Chairperson to attend the Meeting
and cast the votes attaching to such Bonds at the Meeting.

Unless otherwise determined by the Offeror in its sole and absolute
discretion, any Tender Instructions or Voting Only Instructions received by
the Receiving Agent from Retail Investors or Institutional Investors after the
Retail Investor Tender Deadline have not been and will not be accepted.

 

INDICATIVE TIMETABLE FOR THE OFFERS FOLLOWING THE DATE OF THIS ANNOUNCEMENT

 

The following table sets out the expected dates and times of the key events
relating to the Offers following the date of this announcement.  The below
times and dates are indicative only, and subject to change and to the right of
BOI to extend, reopen, amend and/or terminate the Offers (subject to
applicable law and as provided in the Offer Memorandum).  Accordingly, the
actual timetable may differ from the timetable below.

 Meeting                                                                          1:00 p.m. on 4 August 2023
 Meeting of Bondholders to consider and, if thought fit, pass the Extraordinary
 Resolution.
 Results Announcement                                                             4 August 2023
 BOI expects to announce the results of the Offers, including announcement of
 (i) the passing of the Extraordinary Resolution at the Meeting, the
 implementation of the Extraordinary Resolution and the redemption of the
 Bonds; and (ii) the total amount (being the Redemption Consideration plus any
 Voting Fee) payable in respect of each £1,000 principal amount of Bonds to be
 redeemed and paid to Bondholders on the Redemption Date pursuant to the Issuer
 Call.
 Redemption Date                                                                  25 August 2023
 This is the expected redemption date for the Issuer Call, including (i) the
 redemption of the Bonds pursuant to the Issuer Call; and (ii) the payment of
 the Redemption Consideration plus (for those Bondholders that are eligible)
 any Voting Fee in respect of such Bonds.

 

FURTHER INFORMATION

 

BOI and the Purchaser have retained Jefferies International Limited, J&E
Davy Unlimited Company, Lloyds Bank Corporate Markets plc and UBS AG London
Branch to act as dealer managers with respect to Institutional Investors only
for the Offers (the "Dealer Managers"), Link Market Services Limited to act as
receiving agent and tabulation agent for the Offers (the "Receiving Agent" and
the "Registrar") and D.F. King Ltd to act as retail information agent (the
"Retail Information Agent").

 

A "Retail Investor" means a Bondholder who is not an Institutional Investor
(as defined below). Any Bondholder who is an individual (rather than a company
or other organisation) will be a Retail Investor. Any Bondholder 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 Bondholder that is:

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

(ii)        an "eligible counterparty" as defined in the FCA Handbook
Conduct of Business Sourcebook or a "professional client" as defined in
Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR").

 

Retail Investors

(1)        Retail Investors who have questions or require technical
assistance in connection with the Offers should contact the Receiving Agent
using the following contact details:

 Link Market Services Limited

 Telephone:     0800 029
 4524                           (if calling from the
 UK) 1  (#_ftn1)

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

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

 D.F. King Ltd

 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 who have questions or require technical assistance in
connection with the Offers should contact the Receiving Agent using the above
contact details. Institutional Investors who have any other questions
regarding the Offers should contact the Dealer Managers using the contact
details set out below.

 

 

 DEALER MANAGERS AND SOLICITATION AGENTS
 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

Nominees, Banks, Brokers, Custodians and Institutional Investors who have
procedural questions please contact:

D.F. King Ltd

+44 207 920 9700 3  (#_ftn3)

Email: BOI@dfkingltd.co.uk

DISCLAIMER This announcement must be read in conjunction with the announcement
relating to the Offers published by the Offeror on 21 June 2023 (the "Launch
Announcement"), the announcement relating to the interim results following the
Institutional Investor Tender Deadline and Institutional Investor Consent
Deadline on 30 June 2023 (the "Interim Institutional Investors Results
Announcement"), the announcement extending the Offers for Institutional
Investors on 25 July 2023 (the "Extension Announcement"), the Offer Memorandum
and any other announcements published in connection with the Offers.  This
announcement, the Launch Announcement, the Interim Institutional Investors
Results Announcement and the Offer Memorandum contain important information
which should be read carefully before any decision is made with respect to the
Offers.  If you are in any doubt as to the contents of this announcement, the
Launch Announcement, the Interim Institutional Investors Results Announcement,
the Extension 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.

This announcement and the Offer Memorandum contain certain forward-looking
statements that reflect BOI's intent, beliefs or current expectations about
the future and can be recognized 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 judgement of the management of BOI 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. BOI 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. BOI 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). If calling from
within the UK, please call the Freephone number 0800 029 4524. If calling from
outside the UK, please call +44 800 029 4524 (calls using this number from
within the UK will be charged at the standard geographic rate and 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.

 

 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. If calling from within the UK, please call the
Freephone number 0800 029 4528. If calling from outside the UK, please call
+44 800 029 4528 (calls using this number from within the UK will be charged
at the standard geographic rate and 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  (#_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 from within the
UK are charged at the standard geographic rate and 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
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCUPUQCRUPWGQW