REG - Bank of Ireland Grp - Tender Offers for Legacy Perpetual Instruments

Bank of IrelandAnnouncement

30/06/2023 16:45

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RNS Number : 6172E  Bank of Ireland Group PLC  30 June 2023

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

 

Tender offers for legacy perpetual instruments

 

30 June 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.

Following the initial deadline for institutional holders, Bank of Ireland
Group is today announcing the results of the tender offers and consent
solicitation exercises (the "Offers"), which were announced on 21 June 2023 in
respect of certain legacy perpetual instruments. The Offers remain open to
retail holders until 1:00 pm (UK time) on 2 August 2023.

The table below summarises the results of the Offers as at the relevant
institutional investor deadlines of 1:00pm on 29 June 2023.

 Instrument Name                    ISIN          % tendered*  % voting only*                               % not tendered / not voted*
 12% Euro Preference Stock          IE0000730790  46.64%       N/A                                          53.36%
 12.625% Sterling Preference Stock  IE0000730808  59.62%       N/A                                          40.38%
 8.125% Preference Shares           GB0000510205  15.90%       N/A                                          84.10%
 13.375% Bonds                      GB0000510312  43.56%**     0.03% in favour of the Consent Solicitation  56.12%

                                                               0.29% against the Consent Solicitation

 

* Percentages are based on the outstanding nominal amount/principal amount of
the relevant instrument

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

The following information is for the attention of holders of the 13.375%
Bonds.

·    If the total principal amount outstanding of the 13.375% Bonds
tendered or voted - prior to the deadline for retail holders to tender or
submit voting only instructions (1:00pm on 2 August 2023) - reaches two-thirds
of the principal amount outstanding, the proposed Bondholder meeting to
consider the Consent Solicitation will proceed on 4 August 2023 (the "Initial
Meeting"). As the amount already tendered or voted in respect of the 13.375%
Bonds exceeds one-third of the principal amount outstanding, there will be a
quorum for an adjourned meeting (if necessary) of Bondholders on 18 August
2023 (the "Adjourned Meeting"), irrespective of whether there is a quorum for
the Initial Meeting.  The Consent Solicitation requires 75% of the
Bondholders attending at the Initial Meeting or (if required) the Adjourned
Meeting to vote in favour of the resolution (to allow the Bonds to be redeemed
on 25 August 2023) in order to be passed.  Currently 99.33% of the votes
irrevocably cast (by 43.88% of the principal amount outstanding) are in favour
of the resolution.

·     Retail investors in the 13.375% Bonds are reminded that they
should Tender ("Option 1") or Vote in respect of the resolution ("Option 2")
before the Retail Expiration Deadline in order to receive a Voting Fee, which
will be payable if the Consent Solicitation is passed at the Initial Meeting
or, if necessary, at the Adjourned Meeting.

Each of the Offers is 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 meaning as assigned to them in the Offer Memoranda.

 

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

Mark Spain, Group Chief Financial Officer
                                   +353 1 2508900 ext 43291

Eamonn Hughes, Chief Sustainability & Investor Relations Officer
               +353 (0)87 2026325

Darach O'Leary, Head of Group Investor Relations
                         +353 (0)87 9480650

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

OFFER AND DISTRIBUTION RESTRICTIONS

 

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) or to any U.S. person (as defined in Regulation S
under the United States Securities Act of 1933 as amended). 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.

None of this announcement nor any of the Offer Memoranda constitute an offer
or an invitation to participate in the Offers in the United States or in any
jurisdiction in or from which, or to any person to whom, it is unlawful to
make the relevant offer or invitation under applicable securities laws. The
distribution or communication of this announcement and the Offer Memoranda in
certain jurisdictions may be restricted by law. Persons into whose possession
this announcement and/or the Tender Offer Memoranda come are required by each
of the offerors, the Dealer Managers, the Receiving Agent and the Retail
Information Agent to inform themselves about, and to observe, any such
restrictions.

 

This announcement, the Offer Memoranda and any other documents or materials
relating to the Offers 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 or creditor of the relevant issuer and, therefore,
includes the holders of the relevant instruments) 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.

 

DISCLAIMERS

 

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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