REG - Bank of Ireland(Gov) - Perpetual Bonds – Results of Consent Solicitation

Beacon Rise HoldingsAnnouncement

04/08/2023 16:00

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RNS Number : 4077I  Bank of Ireland(Governor&Co)  04 August 2023

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The Governor and Company of the Bank of Ireland (acting through its United
Kingdom branch) announces final results of the tender offer and consent
solicitation relating to the £75,000,000 13(3/8) per cent. Unsecured
Perpetual Subordinated Bonds (ISIN: GB0000510312)

4 August 2023

On 21 June 2023, The Governor and Company of the Bank of Ireland (acting
through its United Kingdom branch) (the "Offeror" or "BOI") launched an
invitation to holders of its £75,000,000 13(3/8) per cent. Unsecured
Perpetual Subordinated Bonds (ISIN: GB0000510312) (the "Bonds") to (a) tender
any and all of their Bonds for purchase by Elgin Securities DAC (the
"Purchaser") for cash (the "Tender Offer"); and (b) approve the modification
of the terms and conditions of the Bonds to provide for BOI to redeem all, but
not some only, of the outstanding Bonds on the Redemption Date (the "Consent
Solicitation" and, together with the Tender Offer, the "Offers").

The Offers were made on the terms and subject to the conditions set out in the
offer memorandum dated 21 June 2023 (the "Offer Memorandum") and were subject
to the offer and distribution restrictions set out in the Offer Memorandum.

Capitalised terms not otherwise defined in this announcement have the same
meaning as assigned to them in the Offer Memorandum.

Results of the Consent Solicitation

The Meeting of the holders of the Bonds (the "Bondholders") was held today as
scheduled. The Meeting was quorate and the Extraordinary Resolution was duly
passed by the Bondholders, with 88.65 per cent. of the votes cast being in
favour. Accordingly, the Third Supplemental Trust Deed relating to the Bonds
was executed today, and the modifications referred to in the Extraordinary
Resolution will be effective from today.

BOI also announces that it will redeem the outstanding Bonds pursuant to the
Issuer Call on the Redemption Date. The Redemption Date in respect of the
Bonds is expected to be 25 August 2023.

A summary of the total amount payable to Bondholders upon the exercise of the
Issuer Call appears below:

 DID YOU VOTE?                                             REDEMPTION AMOUNT                                                                          PAYMENT IN LIEU OF ACCRUED INTEREST*                                                    REDEMPTION CONSIDERATION                                                                    VOTING FEE**                                                                               REDEMPTION CONSIDERATION + VOTING FEE

 (including by tendering your Bonds in the Tender Offer)
                                                           (expressed as a percentage)  (expressed as an amount)                                      (expressed as a percentage)  (expressed as an amount)                                   (expressed as a percentage)  (expressed as an amount)                                       (expressed as a percentage)  (expressed as an amount)                                      (expressed as a percentage)  (expressed as an amount)
 YES                                                       188.00%                      £1,880.00 for each £1,000 in principal amount of the Bonds    4.031%                       £40.31 for each £1,000 in principal amount of the Bonds    192.031%                     £ 1,920.31 for each £1,000 in principal amount of the Bonds    2.00%                        £20.00 for each £1,000 in principal amount of the Bonds       194.031%                     £1,940.31 for each £1,000 in principal amount of the Bonds

 NO                                                                                     0%                                                                                         £0 for each £1,000 in principal amount of the Bonds                                     192.031%                                                                                    £1,920.31 for each £1,000 in principal amount of the Bonds

 

*   The amount of the payment in lieu of accrued interest is the accrued but
unpaid interest up to (but excluding) the Redemption Date

** The Voting Fee is only payable to those Bondholders who had submitted valid
Tender Instructions ('Option 1') or Voting Only Instructions specifying
'Option 2' by the applicable Tender Deadline or Consent Deadline, as the case
may be.

Tender Offer

As the Extraordinary Resolution was passed at the Meeting, the Purchaser will
not purchase any Bonds pursuant to the Tender Offer.

FURTHER INFORMATION

BOI and the Purchaser have retained Jefferies International Limited, J&E
Davy Unlimited Company, Lloyds Bank Corporate Markets plc and UBS AG London
Branch to act as dealer managers with respect to Institutional Investors only
for the Offers (the "Dealer Managers"), Link Market Services Limited to act as
receiving agent and tabulation agent for the Offers (the "Receiving Agent" and
the "Registrar") and D.F. King Ltd to act as retail information agent (the
"Retail Information Agent").

 

A "Retail Investor" means 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" means a Bondholder that is:

(i)         an "eligible counterparty" or a "professional client",
each as defined in Directive 2014/65/EU (as amended, "MiFID II"); 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 ("UK MiFIR").

 

Retail Investors

(1)        Retail Investors who have questions or require technical
assistance in connection with the Offers should contact the Receiving Agent
using the following contact details:

 Link Market Services Limited

 Telephone:     0800 029
 4524                           (if calling from the
 UK) 1 

 Telephone:    +44 800 029 4524                     (if
 calling from outside the UK)(1)

(2)          Retail Investors who have any other questions regarding the
Offers should contact the Retail Information Agent using the following contact
details:

 D.F. King Ltd

 Telephone:     0800 029
 4528                           (if calling from the
 UK) 2 

 Telephone:   +44 800 029 4528                    (if
 calling from outside the UK)(2)

Institutional Investors

Institutional Investors who have questions or require technical assistance in
connection with the Offers should contact the Receiving Agent using the above
contact details. Institutional Investors who have any other questions
regarding the Offers should contact the Dealer Managers using the contact
details set out below.

 

 DEALER MANAGERS AND SOLICITATION AGENTS
 J&E Davy Unlimited Company                         Jefferies International Limited

 Tel: +3531 6797788                                 Tel: +44 75 2516 8520

 Email: dcf@davy.ie                                 Email: Liabilitymanagement@jefferies.com

                                                    Attn: Liability Management
 Lloyds Bank Corporate Markets plc                  UBS AG London Branch

 Tel: +44 20 7158 1726 / 1719                       Tel: +44 20 7568 1121

 Email: lbcmliabilitymanagement@lloydsbanking.com   Email: ol-liabilitymanagement-eu@ubs.com

 Attn: Liability Management                         Attn: Liability Management

Nominees, Banks, Brokers, Custodians and Institutional Investors who have
procedural questions please contact:

D.F. King Ltd

+44 207 920 9700 3 

Email: BOI@dfkingltd.co.uk

DISCLAIMER This announcement must be read in conjunction with the announcement
relating to the Offers published by the Offeror on 21 June 2023 (the "Launch
Announcement"), the announcement relating to the interim results following the
Institutional Investor Tender Deadline and Institutional Investor Consent
Deadline on 30 June 2023 (the "Interim Institutional Investors Results
Announcement"), the announcement extending the Offers for Institutional
Investors on 25 July 2023 (the "Extension Announcement"), the announcement
relating to the interim results following the Retail Investor Tender Deadline
and Retail Investor Consent Deadline on 3 August 2023 (the "Interim Retail
Investors Results Announcement"), the Offer Memorandum and any other
announcements published in connection with the Offers.  This announcement,
the Launch Announcement, the Interim Institutional Investors Results
Announcement, the Extension Announcement, the Interim Retail Investors Results
Announcement and the Offer Memorandum contain important information which
should be read carefully before any decision is made with respect to the
Offers.  If you are in any doubt as to the contents of this announcement, the
Launch Announcement, the Interim Institutional Investors Results Announcement,
the Extension Announcement, the Interim Retail Investors Results Announcement
or the 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.

This announcement and the Offer Memorandum contain certain forward-looking
statements that reflect BOI's intent, beliefs or current expectations about
the future and can be recognized 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 judgement of the management of BOI 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
Memorandum. BOI 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. BOI 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  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 within the
UK, please call the Freephone number 0800 029 4524. 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. 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  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. If calling from within the UK, please call the
Freephone number 0800 029 4528. If calling from outside the UK, please call
+44 800 029 4528 (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. 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  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 from within the UK are
charged at the standard geographic rate and 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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