REG - Bank of Ireland(Gov) - Notice of Meeting - 13 3/8 % Subordinated Bonds

Beacon Rise HoldingsAnnouncement

22/06/2023 18:00

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RNS Number : 6536D  Bank of Ireland(Governor&Co)  22 June 2023

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE

ATTENTION OF BONDHOLDERS.

If any Bondholder is in any doubt as to the action it should take, it is
recommended that such Bondholder seeks its own financial and/or legal advice,
including in respect of any tax consequences, immediately from its broker,
solicitor, accountant or other independent financial, tax or legal adviser.

FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS NOTICE IS
AVAILABLE IN THE OFFER MEMORANDUM REFERRED TO BELOW. BONDHOLDERS ARE
ENCOURAGED TO REQUEST A COPY OF THAT DOCUMENT (IF THEY HAVE NOT ALREADY
RECEIVED ONE) AS PROVIDED IN THIS NOTICE AND TO READ THIS NOTICE TOGETHER WITH
THE OFFER MEMORANDUM.

BONDHOLDERS MAY ALSO CONTACT D.F. KING LTD USING THE CONTACT DETAILS PROVIDED
IN THIS NOTICE FOR FURTHER INFORMATION REGARDING THE EXTRAORDINARY RESOLUTION
PROPOSED IN THIS NOTICE

The Governor and Company of the Bank of Ireland

(established in Ireland by Charter in 1783 and having limited liability,
registered in Ireland No. C-1)

(acting through its United Kingdom branch)

("BOI")

NOTICE OF MEETING

to all holders of its outstanding

£75,000,000 13(3/8) per cent. Unsecured Perpetual Subordinated Bonds

(ISIN: GB0000510312)

(the "Bonds")

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders of the
Bonds (the "Bondholders") is being convened by BOI at One Bishops Square,
London E1 6AD, United Kingdom at 1:00 p.m. (UK time) on 4 August 2023 for the
purpose of considering and, if thought fit, passing the resolution set out
below to approve the modification of the terms and conditions of the Bonds
(the "Conditions" and references to a numbered "Condition" should be read
accordingly) to provide for BOI to redeem all, but not some only, of the
outstanding Bonds on 25 August 2023 (subject to the right of BOI to extend,
re-open, amend and/or terminate the Consent Solicitation (as defined below),
the "Redemption Date") by payment of redemption consideration of £1,920.31
for each £1,000 in principal amount of the Bonds (the "Redemption
Consideration"), being a payment in respect of the principal amount of the
Bonds and a payment in lieu of accrued but unpaid interest up to the
Redemption Date of £40.31 for each £1,000 in principal amount of the Bonds
(the "Proposal").

This resolution will be proposed as an Extraordinary Resolution in accordance
with the provisions of the trust deed dated 25 July 1997 made between Reading
Mortgages plc (subsequently renamed Bristol & West plc) ("B&W") and
The Law Debenture Trust Corporation p.l.c. (the "Trustee"), as supplemented by
the first supplemental trust deed dated 28 September 2007 made between BOI,
B&W and the Trustee and the second supplemental trust deed dated 2 October
2007 made between BOI and the Trustee (as further amended from time to time,
the "Trust Deed"). The implementation of the Extraordinary Resolution (if
passed) will be at the discretion of BOI.

Unless the context otherwise requires, capitalised terms used but not defined
in this Notice shall have the meaning given in the Trust Deed, the
Extraordinary Resolution and (if applicable) the Offer Memorandum.

BOI is also arranging for Bondholders to be able to attend the Meeting by way
of a video conference. Further information is provided below under "Voting and
Quorum".

TENDER OFFER AND CONSENT SOLICITATION

In connection with the Proposal being put to the Bondholders at the Meeting,
BOI is inviting Bondholders to (i) tender any and all of their Bonds for
purchase by Elgin Securities DAC (the "Purchaser") for cash (the "Tender
Offer") ('Option 1') (full details of which are set out in an Offer Memorandum
dated 21 June 2023 (the "Offer Memorandum") which (if it has not already been
received) is available to eligible Bondholders as further provided below) or
(ii) submit a Voting Only Instruction (as defined below) specifying 'Option 2'
(i.e. appointing the Chairperson of the Meeting as proxy to vote on the
Extraordinary Resolution in accordance with their instructions) by the
applicable Consent Deadline (as defined below) to be eligible to receive the
voting fee (the "Voting Fee") of 2.000 per cent., or £20.00 for each £1,000,
of the principal amount of the Bonds in respect of which such Voting Only
Instructions are submitted (the invitation made by the BOI for such approval
of the Proposal, the "Consent Solicitation").

The Voting Fee will be paid in addition to the Redemption Consideration (as
defined below). While other options are available to Bondholders (as explained
further below), Bondholders should note that only Bondholders that deliver a
valid Tender Instruction ('Option 1') or Voting Only Instruction specifying
'Option 2' by the applicable Tender Deadline or Consent Deadline, as the case
may be, will to be eligible for the Voting Fee. Payment of the Voting Fee is
conditional on the passing of the Extraordinary Resolution and the execution
by BOI and the Trustee of the Third Supplemental Trust Deed for the
implementation of the Extraordinary Resolution.

The Consent Deadline is:

(i)   1:00 p.m. (UK time) on 29 June 2023, in the case of Institutional
Investors (the "Institutional Investor Consent Deadline"); and

(ii)   1:00 p.m. (UK time) on 2 August 2023, in the case of Retail Investors
(the "Retail Investor Consent Deadline" and, together with the Institutional
Investor Consent Deadline, each a "Consent Deadline"),

in each case unless extended, re-opened or terminated, as provided in the
Offer Memorandum. Any Bondholder who wishes to be eligible to receive the
Voting Fee must validly submit a Voting Only Instruction specifying 'Option 2'
by the applicable Consent Deadline.

A "Retail Investor" is 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" is a Bondholder 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 United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018.

The Tender Offer is open to all Bondholders (subject to offer restrictions
under applicable laws, including in the United States, the United Kingdom,
Italy and France). Further details of the Tender Offer and the Consent
Solicitation are set out in the Offer Memorandum.

Bondholders may have received a copy of the Offer Memorandum by mail. In
addition, Bondholders may obtain an electronic copy of the Offer Memorandum as
provided in the section headed "Further Information" below.

Bondholders who elect to tender their Bonds in the Tender Offer will also
automatically appoint the Chairperson of the Meeting as proxy to vote in
favour of the Extraordinary Resolution in respect of their tendered Bonds.
Such Bondholders should take no other action in connection with the Meeting or
the Extraordinary Resolution.

None of BOI, the Purchaser, D.F. King Ltd as retail information agent (the
"Retail Information Agent"), Link Market Services Limited (the "Registrar" and
"Receiving Agent", respectively) or Jefferies International Limited, J&E
Davy Unlimited Company, Lloyds Bank Corporate Markets plc and UBS AG London
Branch as dealer managers and solicitation agents with respect to the Tender
Offer and Consent Solicitation to Institutional Investors only (the "Dealer
Managers") or any of their respective Affiliates expresses any opinion on, nor
do they make any recommendation or representations as to the merits of, the
Tender Offer, the Consent Solicitation, the Proposal or the Extraordinary
Resolution.

BACKGROUND

Pursuant to the provisions of Schedule 4 to the Trust Deed (as summarised in
Condition 10(a)), Bondholders may consent to the modifications of the
Conditions or the Trust Deed by a resolution passed at a meeting of
Bondholders as an Extraordinary Resolution. BOI is proposing the Extraordinary
Resolution which seeks the consent of Bondholders to amend the Conditions to
provide for BOI to redeem all, but not some only, of the outstanding Bonds on
the Redemption Date by payment of the Redemption Consideration.

As more fully described in the Offer Memorandum, the reason for seeking the
consent of Bondholders to the redemption of the Bonds is part of the process
of Bank of Ireland Group plc together with its subsidiaries (the "Group") to
optimise the Group's capital structure, to achieve among other things, a
removal of perpetual instruments which no longer qualify as regulatory capital
while also providing liquidity to Bondholders.

For reference, the quoted mid-market prices for the Bonds on the London Stock
Exchange plc (sourced from Bloomberg) as at close of business on 20 June 2023
(the latest practicable date before finalisation of this Offer Memorandum) and
on the first dealing day on each of the prior six months were as follows:

3 January 2023               168.250% (£1,682.50 for each £1,000 in
principal amount of the Bonds)

1 February 2023               174.625% (£1,746.25 for each £1,000 in
principal amount of the Bonds)

1 March 2023                   176.500% (£1,765.00 for each £1,000
in principal amount of the Bonds)

3 April 2023                     173.500% (£1,735.00 for each
£1,000 in principal amount of the Bonds)

2 May 2023                      173.250% (£1,732.50 for each
£1,000 in principal amount of the Bonds)

1 June 2023                      172.625% (£1,726.25 for
each £1,000 in principal amount of the Bonds)

20 June 2023                    169.000% (£1,690.00 for
each £1,000 in principal amount of the Bonds)

 

This reflects the quoted mid-price of the bid and offered prices on the London
Stock Exchange on such date. It should be noted that, given limited trading
volumes in the Bonds, this mid-market price may not be a reliable indicator of
the price at which a Bondholder would have been able to sell their Bonds in
the market on such date, and should not be taken as an indication of the price
at which a Bondholder may be able to sell their Bonds in the market on any
future date.

Further information (including risk factors and other considerations) in
relation to the Extraordinary Resolution and the matters contemplated in the
Extraordinary Resolution, including additional information on why BOI is
proposing the Extraordinary Resolution, can be found in the Offer Memorandum.
Bondholders who are Retail Investors may contact the Retail Information Agent
at the contact details provided below if they have questions about the
Extraordinary Resolution, the Tender Offer and/or the Consent Solicitation.
Bondholders who are Institutional Investors may contact the Dealer Managers at
the contact details provided below if they have questions about the
Extraordinary Resolution, the Tender Offer and/or the Consent Solicitation.

In accordance with customary practice, the Trustee expresses no opinion as to
the merits of the Tender Offer, the Consent Solicitation, the Proposal or the
Extraordinary Resolution (which it was not involved in negotiating). The
Trustee recommends that Bondholders read this Notice and the Offer Memorandum
carefully. The Trustee has not been involved in formulating the Consent
Solicitation or the Proposal and it makes no representation that all relevant
information has been disclosed to Bondholders in this Notice and/or the Offer
Memorandum.  The Trustee has also not been involved in, and is not in any way
responsible for, the formulation and calculation of the Voting Fee, any
redemption amount, the Redemption Consideration or the Tender Consideration.
The Trustee has not independently verified the information provided in this
Notice and/or the Offer Memorandum and nothing in this Notice and/or the Offer
Memorandum should be construed as a recommendation to Bondholders to vote in
favour of, or against, the Extraordinary Resolution. Accordingly, the Trustee
urges Bondholders who are in any doubt as to the impact of the implementation
of the proposal for which the Consent Solicitation is sought to seek their own
independent financial and legal advice.

However, on the basis of the information contained in this Notice and the
Offer Memorandum, the Trustee has authorised it to be stated that it has no
objection to the Proposal being submitted to the Bondholders for their
consideration.

PROPOSAL

Pursuant to this Notice, BOI is convening the Meeting to request that the
Bondholders consider and agree to the matters contained in the Extraordinary
Resolution below.

If the Extraordinary Resolution is passed by the Bondholders in accordance
with the provisions of Schedule 4 to the Trust Deed and implemented by BOI,
the Extraordinary Resolution and the related modification of the Conditions to
provide for the redemption of the Bonds on the Redemption Date will be binding
on all Bondholders, whether or not attending or represented at the Meeting and
whether or not voting in favour.

The terms of the Extraordinary Resolution are set out below.

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders (the "Bondholders") of the outstanding
£75,000,000 13(3/8) per cent. Unsecured Perpetual Subordinated Bonds (the
"Bonds") of The Governor and Company of the Bank of Ireland ("BOI"),
constituted by the trust deed dated 25 July 1997 made between Reading
Mortgages plc (subsequently renamed Bristol & West plc) ("B&W") and
The Law Debenture Trust Corporation p.l.c. (the "Trustee"), as supplemented by
the first supplemental trust deed dated 28 September 2007 made between BOI,
B&W and the Trustee and the second supplemental trust deed dated 2 October
2007 made between BOI and the Trustee (as further amended from time to time,
the Trust Deed):

1.           assents to the modification of Condition 4 of the terms and
conditions of the Bonds (the "Conditions" and references to a numbered
"Condition" should be read accordingly), as set out in Schedule 2 to the Trust
Deed, by the insertion of a new Condition 4.2 as follows (and the renumbering
of the remaining Conditions in Condition 4 accordingly):

"4.2         Redemption at the option of the Issuer (Issuer Call)

The Issuer shall, having given not less than 3 business days' notice to the
Bondholders (which notice shall be irrevocable), redeem all, but not some
only, of the Bonds on the Redemption Date (as defined in the Offer Memorandum)
by payment of an amount equal to £1,920.31 for each £1,000 in principal
amount of the Bonds, being a payment in respect of the principal amount of the
Bonds and a payment in lieu of accrued but unpaid interest on the Bonds up to
(but excluding) the Redemption Date (which, if the Redemption Date is the
originally scheduled Redemption Date of 25 August 2023, shall be the amount of
£40.31 for each £1,000 in principal amount of the Bonds and if the
Redemption Date is a later date such amount shall be increased by the amount
of the accrued but unpaid interest on the Bonds in respect of such extended
period up to (but excluding) such later Redemption Date).

In this Condition 4.2:

"Consent Solicitation" means the invitation by BOI to Bondholders to consent
to the approval of the Extraordinary Resolution proposed for the inclusion of
this Condition 4.2 in these Terms and Conditions, as described in the Offer
Memorandum; and

"Offer Memorandum" means the Offer Memorandum dated 21 June 2023 prepared by
BOI and relating to, among other things, the Bonds and the Consent
Solicitation.";

2.    assents to any further variations of the Conditions which are
incidental to, or reasonably necessary to implement and/or give effect to,
the variations assented to under paragraph 1 above;

3.         authorises, directs, requests and empowers:

(a)       the Issuer and the Trustee to execute a deed supplemental to the
Trust Deed to effect the modifications referred to in paragraphs 1 and 2 of
this Extraordinary Resolution (the "Third Supplemental Trust Deed"), in the
form or substantially in the form of the draft produced to this Meeting, with
such amendments thereto (if any) as the Trustee shall require or agree to; and

(b)        the Issuer and the Trustee to execute and to do all such other
deeds, instruments, acts and things as may be necessary, desirable or
expedient in the Trustee's sole opinion to carry out and to give effect to
this Extraordinary Resolution and the implementation of the modifications
referred to in paragraphs 1 and 2 of this Extraordinary Resolution;

4.     declares that the implementation of this Extraordinary Resolution
shall be conditional on the passing of this Extraordinary Resolution in
accordance with the provisions of Schedule 4 to the Trust Deed and execution
of the Third Supplemental Trust Deed by BOI and the Trustee; and

5.         approves the Consent Solicitation as described in the Offer
Memorandum (each as defined in paragraph 2 above) to which this Extraordinary
Resolution relates, and its implementation;

6.        discharges and exonerates the Trustee from all liability for
which it may have become or may become responsible under the Trust Deed or the
Conditions or any document related thereto in respect of any act or omission
in connection with the passing of this Extraordinary Resolution or the
execution of any deeds, agreements, documents or instructions (including,
without limitation, the Third Supplemental Trust Deed), the performance of any
acts, matters or things to be done to carry out and give effect to the matters
contemplated in the notice of this Meeting dated 21 June 2023 given by BOI to
Bondholders or this Extraordinary Resolution;

7.        irrevocably waives any claim that the Bondholders may have
against the Trustee arising as a result of any loss or damage which they may
suffer or incur as a result of the Trustee acting upon this Extraordinary
Resolution (including but not limited to circumstances where it is
subsequently found that this Extraordinary Resolution is not valid or binding
on the holders) and the Bondholders further confirm that the Bondholders will
not seek to hold the Trustee liable for any such loss or damage;

8.        expressly agrees and undertakes to indemnify and hold harmless
the Trustee from and against all losses, liabilities, damages, costs, charges
and expenses which may be suffered or incurred by it as a result of any claims
(whether or not successful, compromised or settled), actions, demands or
proceedings brought against the Trustee and against all losses, costs, charges
or expenses (including legal fees) which the Trustee may suffer or incur which
in any case arise as a result of the Trustee acting in accordance with this
Extraordinary Resolution and the Trust Deed; and

9.         sanctions and consents to every variation, modification,
abrogation or compromise of, or arrangement in respect of, the rights of the
Bondholders appertaining to the Bonds against BOI, whether or not such rights
arise under the Trust Deed, the Conditions or otherwise, involved in or
resulting from or to be effected by the variations referred to in paragraphs 1
and 2 of this Extraordinary Resolution and the implementation thereof.

It shall not be possible to make any amendments to the terms of the
Extraordinary Resolution.

GENERAL

A copy of the Trust Deed, the current draft of the Third Supplemental Trust
Deed and the current Conditions of the Bonds are available at
www.linkgroup.eu/bank-of-ireland

The attention of Bondholders is particularly drawn to the procedures for
voting, quorum and other requirements for the passing of the Extraordinary
Resolution at the Meeting (including at any adjourned Meeting), which are set
out under "Voting and Quorum" below.

VOTING AND QUORUM

A Bondholder who, by no later than  1:00 p.m. (UK time) on 29 June 2023, in
the case of Institutional Investors (the "Institutional Investor Tender
Deadline") and 1:00 p.m. (UK time) on 2 August 2023, in the case of Retail
Investors (the "Retail Investor Tender Deadline" and, together with the
Institutional Investor Tender Deadline, each a "Tender Deadline"), submits (or
arranges to have submitted on its behalf) a valid Tender Instruction in the
Tender Offer (and does not revoke that Tender Instruction in the limited
circumstances in which revocation is permitted) will, as part of such Tender
Instruction, have given instructions for the appointment of the Chairperson of
the Meeting (or their nominee) as such Bondholder's proxy to vote in respect
of the Bonds which are the subject of such Bondholder's Tender Instruction in
favour of the Extraordinary Resolution. Such Bondholder will not be entitled
to attend or vote in respect of the Bonds to which its Tender Instruction
relates at the Meeting itself, and accordingly should not take any further
action in relation to those Bonds with respect to the Meeting or the
Extraordinary Resolution.

1.          A Bondholder who would like to attend the Meeting or appoint
a proxy to do so on their behalf must be the Registered Holder (as defined
below) of, in the case of Bonds held in certificated form (outside CREST) or
the relevant CREST participant for, in the case of Bonds held in CREST, the
relevant Bonds, with full authority to exercise the votes attaching to its
Bonds, at 6:30 p.m. (UK time) on 2 August 2023 (the "Voting Deadline" and
"Bonds Record Time") and at the time of the Meeting.

As used in this Notice, an "Instruction" shall mean either:

(i)      a valid Tender Instruction which is validly submitted (and not
revoked) in the Tender Offer (as further described in the Offer Memorandum);
or

(ii)         a Voting Only Instruction which is validly submitted (and not
revoked).

A "Voting Only Instruction" is an instruction delivered by or on behalf of a
Bondholder:

(a)       appointing the Chairperson of the Meeting (or their nominee) as a
proxy to attend the Meeting (including any adjourned such Meeting) on such
Bondholder's behalf and to cast the votes attaching to the Bonds which are the
subject of such Voting Only Instruction in the manner directed by the
Bondholder in such Voting Only Instruction; or

(b)        confirming their intention to attend the Meeting in person, or
to appoint a person other than the Chairperson of the Meeting as a proxy to
attend the Meeting on their behalf, and to cast the votes attaching to the
Bonds at the Meeting.

A Bondholder who wishes to tender their Bonds in the Tender Offer ('Option 1'
on the Paper Instruction Form (as defined below)) should follow the procedures
for tendering Bonds set out in the Offer Memorandum.

A Bondholder who does not wish to tender their Bonds but who wishes to vote on
the Extraordinary Resolution should submit a Voting Only Instruction.
Bondholders wishing to submit a Voting Only Instruction should contact the
Receiving Agent to obtain (if they have not already received one) a copy of
the relevant form (the "Paper Instruction Form") for completion. The
Bondholder should (a) complete 'Option 2' on the Paper Instruction Form if
they would like to appoint the Chairperson of the Meeting (or their nominee)
as their proxy to vote in accordance with such Bondholder's instructions on
the Paper Instruction Form, or (b) complete 'Option 3' on the Paper
Instruction Form if they would like to attend and vote at the Meeting
themselves or appoint a different person as their proxy to do so on their
behalf. A Bondholder specifying 'Option 3' (or their proxy) will attend the
Meeting virtually and will not attend the physical location unless they
specify otherwise in their Paper Instruction Form.

In each case, the Bondholder should send their completed Paper Instruction
Form to the Receiving Agent, which must be received by no later than the
Voting Deadline.

In order to be eligible for the Voting Fee, Bondholders must deliver a valid
Tender Instruction ('Option 1') or Voting Only Instruction specifying 'Option
2' by the applicable Tender Deadline or Consent Deadline, as the case may be,
and must not attend, or seek to attend, the Meeting (or, if applicable, the
adjourned Meeting) in person (including by way of video conference) or make
any other arrangements to be represented at the Meeting (or, if applicable,
the adjourned Meeting) (other than by way of the relevant Tender Instructions
('Option 1') or Voting Only Instructions specifying 'Option 2'). Bondholders
are entitled to, and so may choose to, attend and vote at the Meeting (or, if
applicable, the adjourned Meeting) in person (including by way of video
conference), or make other arrangements to be represented and vote at the
Meeting (or, if applicable, the adjourned Meeting) (other than by way of the
relevant Tender Instructions ('Option 1') or Voting Only Instructions
specifying 'Option 2'), in accordance with the provisions described in this
Notice. However, any Bondholder that separately seeks to appoint a proxy to
vote at the Meeting (or, if applicable, the adjourned Meeting) on its behalf
or attends the Meeting (or, if applicable, the adjourned Meeting) in person
(including by way of video conference) or makes other arrangements to be
represented and vote at the Meeting (or, if applicable, the adjourned Meeting)
(other than by way of the relevant Tender Instructions ('Option 1') or Voting
Only Instructions specifying 'Option 2') will not be eligible to receive the
Voting Fee, irrespective of whether such Bondholder has delivered a Tender
Instruction ('Option 1') or Voting Only Instruction specifying 'Option 2' or
such other arrangements are made by the applicable Tender Deadline or Consent
Deadline.

Only Registered Holders of Bonds or CREST Participants are able to submit
Instructions. If a Bondholder is a beneficial owner holding its Bonds through
a broker, dealer, bank, custodian, trust company or other nominee or
intermediary (each an "Intermediary"), the Bondholder should contact such
Intermediary as a matter of priority to determine what instructions such
Intermediary will require from such Bondholder, and by when, in order for an
Instruction to be validly submitted on behalf of such Bondholder not later
than the deadlines specified above. Such Intermediary will need instructions
from such Bondholder before those deadlines.

Bonds held in certificated form

With respect to Bonds held in certificated form (outside CREST), only a
Registered Holder of the relevant Bonds is able to submit Instructions. A
"Registered Holder" means a holder recorded on the register maintained by the
Registrar on behalf of BOI as being a holder of legal title to Bonds. A
Bondholder who is a beneficial owner (i.e. holding beneficial interests in
Bonds) but who is not itself a Registered Holder should contact the Registered
Holder or other Intermediary through which it holds its Bonds so that the
Registered Holder or other Intermediary can arrange for an Instruction to be
submitted on behalf of such beneficial owner.

Bonds held in CREST

With respect to Bonds held in CREST, only a CREST Participant is able to
submit Instructions. A Bondholder who is a beneficial owner but not a CREST
Participant should contact the relevant CREST Participant or other
Intermediary through which it holds its Bonds so that the CREST Participant or
other Intermediary can arrange for an Instruction to be submitted on behalf of
such beneficial owner.

General

A Bondholder who makes arrangements to attend, or to appoint a proxy to
attend, the Meeting ('Option 2' and 'Option 3' on the Paper Instruction Form)
will be required to undertake not to transfer or dispose of its Bonds prior to
conclusion of the Meeting (including any adjourned such Meeting) (and the
Redemption Date in the case of 'Option 2'), unless the Instruction is validly
revoked.

Bondholders should note that all Instructions shall (unless validly revoked)
remain valid for any adjourned Meeting.

Video-conference

BOI is arranging for Bondholders to be able to attend the Meeting by way of a
video conference. Bondholders who wish to vote without tendering their Bonds
are urged to consider selecting 'Option 2' for their Bonds on the Paper
Instruction Form, appointing the Chairperson of the Meeting (or their nominee)
as proxy to cast their votes. Bondholders must select 'Option 2' and submit
their Voting Only Instruction by the applicable Consent Deadline to be
eligible for the Voting Fee. If, however, Bondholders select 'Option 3' on the
Paper Instruction Form and wish to attend the Meeting, they are urged to do so
via the video conference facility. Bondholders that select 'Option 3' on the
Paper Instruction Form will not be eligible to receive the Voting Fee even if
their Voting Only Instructions are received by the Receiving Agent by the
applicable Consent Deadline.

Bondholders who wish to attend the Meeting, or appoint a proxy other than the
Chairperson of the Meeting to attend the Meeting on their behalf, will attend
the Meeting virtually and will not attend the physical location unless they
specify otherwise in their Paper Instruction Form.

Bondholders who select 'Option 3' for their Bonds, and thus elect to attend
the Meeting (or to appoint a proxy other than the Chairperson of the Meeting
(or their nominee) to attend the Meeting on their behalf) will be required to
specify, on their Paper Instruction Form, an email address to which log-in
details for the video conference can be sent (unless they specify in their
Paper Instruction Form that they do wish to attend the meeting in person).

Log-in details will be emailed to the relevant participants on the day before
the Meeting (or, if applicable, the adjourned Meeting). Participants who are
expecting to receive log-in details and have not received them by 2.00 p.m.
(UK time) on the day before the Meeting should contact the Receiving Agent,
whose contact details are set out under 'Further Information' below.

The video conference facility will be hosted by Lumi. The log-in details will
include a weblink to the electronic platform, the Meeting ID, a Bondholder
Reference Number (BRN) and PIN.

Bondholders or proxies attending the Meeting via the video conference facility
will be able to vote electronically during the Meeting, once instructed by the
Chairperson.

All references in this Notice to persons being "present" at the Meeting or to
attendance or voting "in person" shall include the presence, attendance and
voting at the Meeting by way of the video conference facility.

Bondholders should note that they are entitled to attend the physical meeting
(or appoint a proxy to do so on their behalf) provided that they have
specified that they will do so in their Paper Instruction Form, but attendance
at the Meeting (whether virtually or physically) will mean that a Bondholder
will no longer be eligible to receive the Voting Fee.'

Any Bondholders who do not submit a Tender Instruction ('Option 1) or Voting
Only Instruction specifying 'Option 2' by the applicable Tender Deadline
and/or Consent Deadline (as applicable) or a Paper Instruction Form specifying
'Option 3' by the Voting Deadline (including for any adjourned Meeting) will
not be able to tender their Bonds for purchase or be eligible to receive the
Consent Fee or be able to vote on the Extraordinary Resolution whether at the
Meeting or any adjourned Meeting.

2.        The quorum required for the Meeting to consider the
Extraordinary Resolution is one or more persons present in person or by proxy
and holding or representing in aggregate not less than two-thirds of the
principal amount of the Bonds for the time being outstanding.  If a quorum is
not present within 30 minutes after the time appointed for the Meeting, the
Meeting will be adjourned for a period being not less than 14 days nor more
than 24 days and to a place determined by the Chairperson of the Meeting.
 The quorum at such an adjourned Meeting will be one or more persons present
in person or by proxy and holding or representing in aggregate not less than
one-third of the principal amount of the Bonds for the time being outstanding.
The holding of any adjourned Meeting will be subject to BOI giving at least 10
days' (exclusive of the day on which the notice is given and of the day on
which the Meeting is to be resumed) notice to the Bondholders of such
adjourned Meeting.

3.          Every question submitted to the Meeting shall be decided by
poll of one or more persons present and holding Bonds or being proxies and
representing in aggregate not less than three-quarters of the principal amount
of the Bonds represented at such Meeting voting in favour of such question. On
such a poll, every person who is present shall have one vote in respect of
each £1.00 in principal amount of the Bonds which they are representing at
the Meeting.

4.           If passed, the Extraordinary Resolution shall be binding on
all Bondholders, whether or not present or represented at the Meeting and
whether or not voting in favour of the Extraordinary Resolution.

5.            The Trustee will nominate the Chairperson for the Meeting.

 

 

FURTHER INFORMATION

Retail Investors

Bondholders who are Retail Investors* who have questions or require technical
assistance in connection with the delivery of Instructions should contact the
Receiving Agent. Retail Investors who have any other questions regarding the
proposals referred to in this Notice, or who wish to request an electronic
copy of the Offer Memorandum, should contact the Retail Information Agent.
Their contact details are set out below.

* You will be a "Retail Investor" if you are 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.

Link Market Services Limited

Telephone:        0800 0294524 (if calling from within the UK).

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 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.

D.F. King

Telephone:        0800 029 4528 (if calling from within the UK).

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 outside the
UK, please call +44 800 029 452824 (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.

Email:                BOI@dfkingltd.co.uk

----

(**) Please note that calls may be monitored for security and training
purposes. The helplines cannot provide advice on the merits of the proposals
nor give any financial, legal or tax advice.

 

 

Institutional Investors

Institutional Investors** who have questions or require technical assistance
in connection with the delivery of Instructions should contact the Receiving
Agent. Institutional Investors who have any other questions regarding the
proposals referred to in this Notice, or who wish to request an electronic
copy of the Offer Memorandum, should contact Jefferies International Limited,
J&E Davy Unlimited Company, Lloyds Bank Corporate Markets plc and UBS AG
London Branch, who have been appointed as BOI's dealer managers and
solicitation agents with respect to tender offer and consent solicitation to
Institutional Investors. Their contact details are set out 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); 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.

J&E Davy Unlimited Company

Tel: +3531 6797788

Email: dcf@davy.ie

Jefferies International Limited

Tel: +44 75 2516 8520

Email: Liabilitymanagement@jefferies.com

Attn: Liability Management

Lloyds Bank Corporate Markets plc

Tel: +44 20 7158 1726 / 1719

Email: lbcmliabilitymanagement@lloydsbanking.com

Attn: Liability Management

 

UBS AG London Branch

Tel: +44 20 7568 1121

Email: ol-liabilitymanagement-eu@ubs.com

Attn: Liability Management

Please note: None of BOI, the Dealer Managers, the Registrar, the Trustee, the
Receiving Agent, the Retail Information Agent is able to provide any
financial, legal, tax, accounting or any other advice in connection with the
proposals referred to in this Notice, or to express any opinion on the merits
of such proposals or otherwise to make any recommendations as to whether or
not Bondholders should participate in such proposals. If any Bondholder
requires any such advice or recommendation, it will need to contact its own
broker, solicitor, accountant or other independent financial, tax, legal or
accounting adviser.

This Notice dated 21 June 2023 is given to Bondholders by BOI.

---

Disclaimers

The Directors of BOI have confirmed that they have no interests in the Bonds.

In accordance with normal practice, neither the Trustee, the Registrar, the
Receiving Agent, the Retail Information Agent nor any of their respective
Affiliates have been involved in the formulation of the Extraordinary
Resolution. None of BOI, the Trustee, the Registrar, the Receiving Agent, the
Retail Information Agent or the Dealer Managers expresses any opinion on, nor
do they make any representations as to the merits of, the Extraordinary
Resolution or the Proposal.

None of the Trustee, the Registrar, the Receiving Agent, the Retail
Information Agent or the Dealer Managers or any of their respective Affiliates
are responsible for the accuracy, completeness, validity or correctness of the
statements made in this Notice or any omissions.

This Notice does not constitute, and it should not be construed as, an offer
for sale, exchange or subscription of, or a solicitation of any offer to buy,
exchange or subscribe for, any securities of BOI or any other entity.

 

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