REG - Bank of Ireland Grp - Tender Offer Update - Preference Stock

Bank of IrelandAnnouncement

30/06/2023 16:45

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RNS Number : 6174E  Bank of Ireland Group PLC  30 June 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.

(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND ANNOUNCES THE TENDER
ACCEPTANCE AMOUNTS AND RESULTS FOLLOWING THE GENERAL 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

30 June 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") 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 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 29 June 2023 (the "General Expiration Deadline").

Stockholders should note that the Offers remain open to Retail Investors (and
such other Stockholders as the Offeror may determine at its sole and absolute
discretion) until the Retail Expiration Deadline, as further detailed in the
section entitled "Retail Expiration Deadline" below, and in the Tender Offer
Memorandum

 

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

 

The Offeror hereby announces that it accepts for purchase all Preference Stock
validly tendered pursuant to the Offers on or before the General Expiration
Deadline, as set out in the table below:

 

 Securities                          ISIN          Aggregate nominal amount validly tendered*                                       Payment in Lieu of Dividend Amount**                                         Total Payment

                                                                                               Offer Price**
 12.625%                             IE0000730808  £1,118,608                                  183.0000%                            4.9462% or £0.49462 for each £1 of Sterling Preference Stock for validly     187.9462% or £18.79462 for each £1 of Sterling Preference Stock (by

                                    submitted Tender Instructions received prior to the General Expiration       reference to the Payment in Lieu of Dividend Amount applicable to the expected
 Non-Cumulative Sterling                                                                                                            Deadline ***                                                                 Early Settlement Date) ***

 Preference Stock                                                                              £18.3000 for each £1 of Sterling

 (the "Sterling Preference Stock")                                                             Preference Stock
 12% Non-                            IE0000730790  €1,792,411                                  178.9764%                            4.7014% or €0.59707 for each €1.27 of Euro Preference Stock for validly      183.6777% €23.32707 for each  €1.27 of Euro Preference Stock (by

                                    submitted Tender Instructions received prior to the General Expiration       reference to the Payment in Lieu of Dividend Amount applicable to the expected
 Cumulative Euro                                                                                                                    Deadline ***                                                                 Early Settlement Date) ***

 Preference Stock                                                                              €22.7300 for each €1.27 of

 (the "Euro                                                                                    Euro Preference Stock

 Preference Stock")

 

* Prior to the General 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 Early Settlement Date of 13
July 2023

 

The Settlement Date for Institutional Investors and for Retail Investors whose
validly submitted Tender Instructions were received by the Receiving Agent
prior to the General Expiration Deadline is expected to be 13 July 2023 (the
"Early Settlement Date").

 

Following the Early Settlement Date, the Offeror will hold 46.64% of the
nominal amount currently outstanding of the Euro Preference Stock and 59.62%
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).

 

RETAIL EXPIRATION DEADLINE

 

Provided that any Retail Investors have not previously submitted Tender
Instructions in respect of their Preference Stock prior to the General
Expiration Deadline, the Offers have not expired for such Retail Investors.

 

The expiration deadline for Retail Investors (and such other Stockholders as
the Offeror may determine at its sole and absolute discretion) is the Retail
Expiration Deadline. The Offeror retains the discretion to accept Tender
Instructions received after the General Expiration Deadline or the Retail
Expiration Deadline, which in each case will be at the sole and absolute
discretion of the Offeror.

 

The Settlement Date for Retail Investors whose validly submitted Tender
Instructions are received by the Receiving Agent after the General Expiration
Deadline and prior to 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 any of the Offers, as applicable) (the "Retail Settlement Date").

Stockholders are advised to check with any custodian, broker, dealer,
commercial bank, trust company or other nominee or intermediary (each an
"Intermediary"), CREST Participant, and/or EB Participant through which they
hold any interest in Preference Stock as to when such Intermediary, CREST
Participant and/or EB Participant would need to receive instructions from a
Stockholder in order for that Stockholder to be able to participate in, or (in
the limited circumstances in which revocation is permitted) revoke their
instruction to participate in, the Offers by the Retail Expiration Deadline
specified in the Tender Offer Memorandum. The deadlines set by any such
Intermediary, CREST Participant, and/or EB Participant for the submission and
revocation of Tender Instructions will be earlier than the relevant Expiration
Deadlines set out in the Tender Offer Memorandum. Stockholders are also
advised to ensure that, where any documents are posted to the Receiving Agent,
that they allow sufficient time to ensure receipt of such documents by the
Receiving Agent by the relevant deadline. All documentation sent to or from a
Stockholder is sent at such Stockholder's own risk.

 

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

Any Stockholder 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 Stockholder 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 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.

 

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 General 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 applicable
Settlement Date, each as set out in the Tender Offer Memorandum.

 

INDICATIVE TIMETABLE

 

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
the Offeror to extend, reopen, amend and/or terminate the Offers (subject to
applicable law and as provided in the Tender Offer Memorandum).  Accordingly,
the actual timetable may differ from the timetable below.

 

  Events                                                                          Date and Time

                                                                                  (all times are UK time)
 Early Settlement Date                                                            13 July 2023

 Expected Early Settlement Date for Early Instructions to the Offers,
 including: (i) purchase of Preference Stock validly tendered and accepted
 pursuant to the Offers by the Offeror and (ii) payment of the relevant Offer
 Price and relevant Payment in Lieu of Dividend Amount to Stockholders in
 respect of the Offers.

 Receipt of Tender Instructions prior to the Retail Expiration Deadline            2 August 2023 at 12.00 p.m.

 Latest time and date for receipt of Tender Instructions from Stockholders who
 hold through EB Participants (but not through CDIs) prior to the Retail
 Expiration Deadline

 Latest time and date for receipt of Tender Instruction from Stockholders who     Please refer to the EUI Corporate Actions  Bulletin for cut-off deadline
 hold through CREST prior to the Retail Expiration Deadline
 Retail Expiration Deadline                                                       2 August 2023 at 1.00 p.m.

 Final deadline for receipt by the Receiving Agent of all Tender Instructions
 in order for Stockholders to be able to participate in the Offers. This later
 deadline has been made available to facilitate Retail Investors unable to
 issue Tender Instructions prior to the General Expiration Deadline.

 Record Date in respect of Later Instructions                                     2 August 2023 at 6.30 p.m.
 Announcement of Results following the Retail Expiration Deadline                 3 August 2023

 Announcement of the Offeror's decision whether to accept valid tenders of
 Preference Stock received prior to the Retail Expiration Deadline pursuant to
 the Offers.

 Details of:

 (i)           the number of Preference Stock of each Series validly
 tendered whose respective validly submitted Tender Instructions are received
 by the Receiving Agent after the General Expiration Deadline and prior to the
 Retail Expiration Deadline pursuant to the Offers that the Offeror determines,
 in its sole discretion, that it will accept for purchase;

 (ii)          the number of Preference Stock of each Series purchased
 pursuant to the Offers (being the amount purchased on the Early Settlement
 Date plus the amount purchased on the Retail Settlement Date);

 (iii)        the percentage of Preference Stock of each Series validly
 tendered pursuant to the Offers,

 distributed by way of announcement on the RNS.

 Retail Settlement Date                                                           16 August 2023

 Expected Retail Settlement Date for Later Instructions to the Offers,
 including: (i) purchase of Preference Stock validly tendered and accepted
 pursuant to the Offers by the Offeror; and (ii) payment of the relevant Offer
 Price and relevant Payment in Lieu of Dividend Amount to Stockholders in
 respect of the Offers.

 As detailed in the section "Terms and Conditions of the Offers - Payment" in
 the Tender Offer Memorandum, pursuant to the relevant Offer, payments in
 respect of Preference Stock held in certificated form may be made by
 electronic means in accordance with directions given by the relevant
 Stockholders, or by cheque if no such directions have been given, with any
 such cheque expected to be issued no later than ten Business Days after the
 relevant Settlement Date.

 

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 delivery of
Tender Instructions should contact the Receiving Agent using the following
contact details:

 

 Computershare                   (if calling from Ireland)(( 1  (#_ftn1) ))

 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  (#_ftn2) ))

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
delivery of Tender Instructions 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  (#_ftn3)
))  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
announcement relating to the Offers published by the Issuer on 21 June 2023,
the Tender Offer Memorandum and any other announcements published in
connection with the Offers. This announcement, the announcement relating to
the Offers published by the Issuer on 21 June 2023 and the Tender Offer
Memorandum (including the documents incorporated by reference therein) contain
important information which should be read carefully before any decision is
made with respect to the Offer. If you are in any doubt as to the contents of
this announcement 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. Any person whose
Preference Stock are held on its behalf by an Intermediary should contact such
Intermediary urgently if it wishes to participate in the relevant Offer. None
of the Offerors, the Dealer Managers, the Receiving Agent or the Retail
Information Agent makes any recommendation as to whether holders should tender
Preference Stock pursuant to the Offers and none of them has authorised any
person to make any such recommendation. Stockholders should consult their own
advisers as needed to assist them in making a decision in respect of the
Offers and to advise them whether they are legally permitted to tender their
Preference Stock

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer
or an invitation to participate in the Offers in any jurisdiction in which, or
to any person to or from whom, it is unlawful to make such invitation or for
there to be such participation under applicable securities laws. The
distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement and/or Tender Offer Memorandum come are required by each of the
Offeror, the Dealer Managers, the Receiving Agent and the Retail Information
Agent to inform themselves about and to observe any such restrictions.

Retail Investors who believe they are unable to participate in the Offers due
to the offer and distribution restrictions set out below are urged to contact
the Retail Information Agent as a matter of priority.

United States

The Offers are not being made and will not be made to (or for the account or
benefit of) U.S. persons (as defined in Regulation S under the Securities Act)
or directly or indirectly in or into, or by use of the mails of, or by any
means or instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States. This
includes, but is not limited to, facsimile transmission, electronic mail,
telex, telephone, the internet and other forms of electronic communication.
The Preference Stock may not be tendered in the Offers by any such use, means,
instrumentality or facility from or within the United States or by U.S.
persons or by persons located or resident in the United States as defined in
Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities
Act"). Accordingly, copies of the Tender Offer Memorandum and any other
documents or materials relating to the Offers are not being, and must not be,
directly or indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees or trustees)
in or into the United States or to any persons located or resident in the
United States or to U.S. persons. Any purported tender of Preference Stock in
the Offers resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Preference Stock made
by a U.S. person or by a person located in the United States or any agent,
fiduciary or other Intermediary acting on a non-discretionary basis for a
principal that is a U.S. person or that is giving instructions from within the
United States will be invalid and will not be accepted.

As used in this document, "United States" means the United States of America,
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 of America and the District of Columbia.

Each Stockholder participating in an Offer will represent that it is not a
U.S. Person, is not located in the United States and is not participating in
such Offer from the United States, or it is acting on a non-discretionary
basis for a principal located outside the United States that is not a U.S.
person and is not giving an order to participate in such Offer from the United
States.

In addition, nothing in this announcement and/or the Tender Offer Memorandum
or the transmission therefore constitutes or contemplates an offer of, or the
offer to purchase or the solicitation of an offer to sell securities in the
United States or any other jurisdiction. The Preference Stock has not been,
and will not be, registered under the Securities Act or the securities laws of
any state or other jurisdiction of the United States, and the Preference Stock
may not be offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state or local securities
laws. Accordingly, this announcement and the Tender Offer Memorandum must not
be distributed in or into the United States or to U.S. persons (as defined in
Regulation S under the Securities Act) in any circumstances.

United Kingdom

The communication of this announcement and the Tender Offer Memorandum by the
Offeror and any other documents or materials relating to the Offers are not
being made, and such documents and/or materials have not been approved, by an
authorised person for the purposes of section 21 of FSMA.

Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is
only being made to, and may only be acted upon by, those persons in the United
Kingdom falling within Article 43 of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion
Order") (which includes an existing member of the Issuer and, therefore,
includes the Stockholders) or within the definition of investment
professionals (as defined in Article 19(5) of the Financial Promotion Order)
or any other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.

Ireland

The Offers are not being made, directly or indirectly, to the public in
Ireland and no Offers of any Preference Stock under or in connection with such
Offers may be effected to persons in Ireland except in conformity with the
provisions of Irish laws and regulations (the "Applicable Irish Laws")
including: (i) the Companies Act; (ii) the Irish Central Bank Acts 1942 to
2023 (as amended) and any codes of practice made under Section 117(1) of the
Central Bank Act 1989 (as amended); (iii) the Regulation (EU) 2017/1129 (as
amended), the European Union (Prospectus) Regulations 2019 and any rules
issued under Section 1363 of the Companies Act by the Central Bank of Ireland
(the "Central Bank"); (iv) the European Union (Markets in Financial
Instruments) Regulations 2017 (as amended) and any codes or rules of conduct
applicable thereunder, Regulation (EU) No 600/2014 and any delegated or
implementing acts adopted thereunder and the provisions of the Investor
Compensation Act 1998 (as amended); and (v) the Market Abuse Regulation (EU
596/2014) (as amended), the European Union (Market Abuse) Regulations 2016 (as
amended) and any rules and guidelines issued under Section 1370 of the
Companies Act by the Central Bank.

The Offers and any other documents or materials relating to the Offers must
not be distributed to persons in Ireland otherwise than in conformity with the
provisions of the Applicable Irish Laws.

General

Neither this announcement nor the Tender Offer Memorandum constitute an offer
to buy or the solicitation of an offer to sell Preference Stock (and tenders
of Preference Stock in the Offers will not be accepted from Stockholders) in
any circumstances in which such offer or solicitation is unlawful.

In addition to the representations referred to above in respect of the United
States, the United Kingdom, and Ireland, each Stockholder participating in an
Offer will also be deemed to give certain representations, acknowledgements,
warranties and undertakings and make certain agreements in respect of the
jurisdictions referred to above and generally as described in the Annex
("Agreements, Acknowledgements, Representations, Warranties and Undertakings
of Stockholders") of the Tender Offer Memorandum.

Any tender of Preference Stock for purchase pursuant to the Offers from a
Stockholder that is unable to make these representations will not be accepted.
Each of the Offeror, the Issuer, the Dealer Managers, the Receiving Agent and
the Retail Information Agent reserves the right, in its absolute discretion to
investigate, in relation to any tender of Preference Stock for purchase
pursuant to an Offer, whether any such representation given by a Stockholder
is correct and, if such investigation is undertaken and as a result the
Offeror determines (for any reason) that such representation is not correct,
such tender shall not be accepted.

The Tender 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 Tender
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 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  (#_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 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 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.

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