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

Bank of IrelandAnnouncement

25/07/2023 13:00

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RNS Number : 1386H  Bank of Ireland Group PLC  25 July 2023

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

Tender offers for legacy perpetual instruments

25 July 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.

On 21 June 2023, Bank of Ireland Group announced tender offers and a consent
solicitation exercise (the "Offers") in respect of the following legacy
perpetual instruments (the "Instruments").

 Instrument Name                                                  ISIN          Offeror
 12% Euro Preference Stock                                        IE0000730790  Bank of Ireland Nominee 3 Limited
 12.625% Sterling Preference Stock ("Sterling Preference Stock")  IE0000730808  Bank of Ireland Nominee 3 Limited
 8.125% Preference Shares                                         GB0000510205  The Governor and Company of the Bank of Ireland ("BOI")
 13.375% Bonds                                                    GB0000510312  BOI, acting through its United Kingdom branch

 

A deadline of 1:00 p.m. (UK time) on 29 June 2023 was set for Institutional
Investors to participate in the Offers, subject to the Offerors' discretion to
extend that deadline.  Following a request from an Institutional Investor in
respect of the Sterling Preference Stock, each of the Offerors has decided to
consider for acceptance tenders of the Instruments, or (where applicable)
accept voting instructions, validly submitted by Institutional Investors prior
to 1.00 p.m. (UK time) on 2 August 2023 (the "Deadline").

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.

As detailed in the Offer Memoranda, each Offeror's decision on whether to
accept valid tenders of Instruments received pursuant to the relevant Offers
will not be confirmed or announced until the relevant dates after the
Deadline.

The following information is for the attention of holders of the Sterling
Preference Stock:

·    Bank of Ireland Nominee 3 Limited (the "Preference Stock Offeror")
has now received valid tenders in respect of more than 80% of the Sterling
Preference Stock, 59.62% of which were accepted on 30 June 2023, with the
remainder received after 1pm on 29 June 2023.  If these additional tenders
are accepted by the Preference Stock Offeror following the Deadline, the
Preference Stock Offeror will have the right, but not the obligation, to
compulsorily acquire (on the same terms) the remaining Sterling Preference
Stock that is not owned by the Preference Stock Offeror following the
completion of the relevant Offer.

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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