REG - Bank of Ireland Grp - Results of Tender Offers

Bank of IrelandAnnouncement

03/08/2023 18:00

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RNS Number : 2778I  Bank of Ireland Group PLC  03 August 2023

Bank of Ireland Group plc (together with its subsidiaries the "Group")

Results of the Tender Offers

3 August 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS DOCUMENT, INCLUDING THE UNITED STATES OR ANY U.S.
PERSON.

 

The Bank of Ireland Group (the "Group") is today pleased to announce the
results of the tender offers and consent solicitation exercise (the "Offers")
which were announced on 21 June 2023 in respect of certain legacy perpetual
instruments.  The level of take-up of the Offers by holders means that the
Group expects it will shortly be able to retire two of the four instruments
targeted by the Offers and has made significant progress towards its goal of
retiring in full its other two outstanding legacy perpetual instruments.

 

The Offers and compulsory acquisition reduce the Group's CET1 ratio by c.10bps
(c.5bps of which was included in the Group's CET1 ratio at 30 June 2023).

 

The table below summarises the aggregate results of the Offers as at the
relevant final investor deadlines of 1:00 pm on 2 August 2023 (the
"Deadline").

 

 Instrument Name                    ISIN          % tendered*  % voting only*                                                % not tendered / not voted*
 12.625% Sterling Preference Stock  IE0000730808  91.77%       N/A                                                           8.23%
 12% Euro Preference Stock          IE0000730790  65.84%       N/A                                                           34.16%
 8.125% Preference Shares           GB0000510205  48.54%       N/A                                                           51.46%
 13.375% Bonds                      GB0000510312  68.46%**                                                                   20.39%

                                                               11.15%

                                                               of which:

                                                               -  2.12% in favour

                                                               -  8.52% against

                                                               -  0.51% appointing proxy to attend in person and may vote

 

* Percentages are based on the outstanding nominal amount/ principal amount of
the relevant instrument and the aggregate amount of each instrument tendered
pursuant to the relevant Offers

** Tender instructions for the 13.375% Bonds also constitute a vote in favour
of the Consent Solicitation

 

12.625% Sterling Preference Stock

Bank of Ireland Nominee 3 Limited (the "Preference Stock Offeror") has
announced today that it has accepted all valid tenders of 12.625% Sterling
Preference Stock received pursuant to the Offer for that instrument. The
expected settlement date for such tendered stock (to the extent not already
acquired by the Preference Stock Offeror) is 16 August 2023. As the Preference
Stock Offeror has now accepted valid tenders in respect of more than 80% of
the outstanding 12.625% Sterling Preference Stock, it has the right to
compulsorily acquire (at a price of £18.30 for each £1 of 12.625% Sterling
Preference Stock plus an additional payment in lieu of dividends) the
remaining 12.625% Sterling Preference Stock which was not tendered. The
Preference Stock Offeror intends to shortly exercise those rights, and the
Group expects that the compulsory acquisition will complete in September 2023,
subject to the statutory rights of dissenting holders. Further detail is
provided in the offer results announcement in respect of the 12.625% Sterling
Preference Stock released today.

 

12% Euro Preference Stock

The Preference Stock Offeror has announced today that it has accepted all
valid tenders of 12% Euro Preference Stock received pursuant to the Offer for
that instrument. The expected settlement date for such tendered stock (to the
extent not already acquired by the Preference Stock Offeror) is 16 August
2023.

 

As the amount tendered by holders pursuant to the relevant Offer is less than
80% of the outstanding 12% Euro Preference Stock, the Preference Stock Offeror
has not yet reached the threshold to compulsorily acquire the 12% Euro
Preference Stock which was not tendered to it.

 

However, the Group intends to continue its efforts to acquire the remainder of
the 12% Euro Preference Stock in order to retire that instrument entirely. The
Group may, at its discretion, seek to acquire some or all of the remaining 12%
Euro Preference Stock, including by way of open market purchases or launching
another offer, or take other steps in respect of the 12% Euro Preference
Stock. 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, including but not limited to, that the price payable in
respect of such subsequent acquisitions may differ from, be lower than or
higher than the relevant Offer Price and may differ as to whether or not a
payment in lieu of dividend amount is paid and on what terms. As a result of
any such subsequent acquisitions or actions, the 12% Euro Preference Stock
held by the Offeror or the Group could exceed 80% of the outstanding amount of
that instrument, in which case the Offeror or the Group may gain the right to
compulsorily acquire the remaining 12% Euro Preference Stock.

 

8.125% Preference Shares

The Governor and Company of the Bank of Ireland (the "Preference Shares
Offeror") has announced today that it has accepted all valid tenders of 8.125%
Preference Shares received pursuant to the Offer for that instrument. The
expected settlement date for such tendered shares (to the extent not already
acquired by the Preference Shares Offeror) is 16 August 2023.

 

As further described in the Tender Offer Memorandum relating to the 8.125%
Preference Shares published on 21 June 2023, the Group's ultimate intention is
to wind up Bristol & West plc through a members' voluntary liquidation
process. The Preference Shares Offeror intends to retain the 8.125% Preference
Shares acquired pursuant to the relevant Offer with the objective of acquiring
a sufficient number of 8.125% Preference Shares to ultimately pass a
Liquidation Resolution at a general meeting of Bristol & West plc. Any
Liquidation Resolution will require the approval of 75% of the shareholders of
Bristol & West plc in attendance at such a general meeting in order to be
passed.

 

The Group may, at its discretion, seek to acquire some or all of the remaining
8.125% Preference Shares, including by way of open market purchases or
launching another offer, or take other steps in respect of the 8.125%
Preference Shares. 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, including but not limited to, that the price
payable in respect of such subsequent acquisitions may differ from, be lower
than or higher than the relevant Offer Price and may differ as to whether or
not a payment in lieu of dividend amount is paid and on what terms.

 

13.375% Bonds

As the total principal amount outstanding of the 13.375% Bonds tendered or
voted pursuant to the relevant tender offer and consent solicitation exceeds
two-thirds of the principal amount outstanding of the 13.375% Bonds, the
proposed Bondholder meeting to consider the Extraordinary Resolution to insert
an issuer call option into the conditions of the 13.375% Bonds will have
sufficient quorum to proceed on 4 August 2023 (the "Meeting"). At least 75% of
the Bondholders attending at the Meeting must vote in favour of the
Extraordinary Resolution in order to be passed.  As votes in favour of the
resolution have been irrevocably cast by 88.65% (by principal amount
outstanding) of those registered to attend or vote at the Meeting, the Group
currently anticipates that the Extraordinary Resolution will be passed at the
Meeting and accordingly that all of the 13.375% Bonds will be redeemed on 25
August 2023. Further detail is provided in the offer results announcement in
respect of the 13.375% Bonds released today.

 

Further Information

Each of the Offers was made on the terms of and subject to the conditions
contained in the offer memorandum for each relevant instrument, available at
https://www.dfkingltd.com/boi/ (https://www.dfkingltd.com/boi/) (the "Offer
Memoranda").  Capitalised terms not otherwise defined in this announcement
have the same meanings as assigned to them in the respective Offer Memorandum.

 

Further information in relation to the results in respect of each of the
Offers can be found in the respective offer results announcements which have
also been released today.

Ends.

For further information please contact:

Bank of Ireland
 
        +353 1 2508900 ext 43291

Mark Spain, Group Chief Financial Officer
                                    +353 (0)87 2026325

Eamonn Hughes, Chief Sustainability & Investor Relations Officer
                +353 (0)87 9480650

Damien Garvey, Head of Group External Communications and Public
Affairs      +353 (0)86 8314435

 

DISCLAIMERS

This announcement must be read in conjunction with the announcements relating
to the Offers published on 21 June 2023 and 30 June 2023, the Offer Memoranda
and any other announcements published in connection with the Offers. This
announcement, the announcements relating to the Offers on 21 June 2023 and 30
June 2023 and the Offer Memoranda (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 Offer Memoranda
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 contains certain forward-looking statements that reflect the
Bank of Ireland Group's and/or each of 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 Bank of Ireland Group and/or the offeror in respect of each
offer 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 Memoranda.  The offerors 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.
Neither the Bank of Ireland Group nor the offeror in respect of each offer
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.

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