REG - Bank of Ireland(Gov) - Retirement of Legacy Perpetual Instruments

Beacon Rise HoldingsAnnouncement

24/11/2023 17:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231124:nRSX6502Ua&default-theme=true

RNS Number : 6502U  Bank of Ireland(Governor&Co)  24 November 2023

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

Retirement of legacy perpetual instruments

24 November 2023

The Group is today announcing further progress in respect of the retirement of
its legacy perpetual instruments.

At an Extraordinary General Court ("EGC") of The Governor and Company of the
Bank of Ireland ("GovCo") and class meetings for the holders of the GovCo 12%
Euro Preference Stock and the GovCo 12.625% Sterling Preference Stock (the
"Instruments") held earlier today, the conversion of the Instruments to
redeemable stock units (the "Conversion") was  approved and the Instruments
are scheduled to be redeemed by GovCo on 11 December 2023 (the
"Redemption").  Holders of the Instruments may object to the Conversion of
their individual holding of preference stock into redeemable stock on or
before 1.00 p.m. (Irish time) on 8 December 2023 (or, in respect of the
Instruments held in uncertificated form, an earlier deadline set by Euroclear
and/or CREST), and such holdings will not become redeemable or be redeemed on
11 December 2023.

In the event that any stockholder objects to the Conversion of its Euro
Preference Stock into redeemable stock units, the Group intends (1) to also
object to its 66% holding of Euro Preference Stock being converted into
redeemable stock units so that it can tender its holding of Euro Preference
Stock in a subsequent tender offer intended to be launched by a member of the
Group, and (2) to launch such a tender offer to acquire all of the remaining
Euro Preference Stock in issue. The price payable in respect of such tender
offer may be higher or lower than the price to be paid on the Redemption.
Depending on the number of objecting stockholders other than the Group, the
80% acceptance threshold required for triggering the compulsory acquisition
procedure under the Irish Companies Act 2014 may be satisfied in respect of a
subsequent tender offer, and in such circumstances there is a significant risk
that any remaining holders of Euro Preference Stock that object to the
Conversion could be subject to a compulsory acquisition, which may be at a
price lower than the redemption price being offered as part of the Redemption.

GovCo has today released further announcements as required by the listing
rules, comprising the results of the EGC and class meetings and a delisting
notice in respect of the Instruments. GovCo will separately issue a notice in
respect of the Redemption to all registered holders of the Instruments.

The Group has also announced the following proposals regarding Bristol &
West plc ("B&W"), a subsidiary within the Group:

a)   an invitation to holders of B&W Preference Shares to tender any and
all of their B&W Preference Shares to GovCo;

b)   the cancellation of the admission to trading of the B&W Preference
Shares on the Main Market of the London Stock Exchange;

c)   adoption of amended articles of association for B&W (the "Amended
Articles") to facilitate a members' voluntary liquidation;

d)   an intention to commence winding up of B&W through a members'
voluntary liquidation process if the Amended Articles are approved (the
"Liquidation").

The proposed Liquidation and adoption of the Amended Articles are conditional
upon the passing of special resolutions of the B&W Preference Share
Holders and of all B&W Shareholders at general meetings which will take
place on 18 December 2023.

Further details of today's announcements are available on the Group's website,
along with additional documentation relating to the GovCo EGC and class
meetings at
https://investorrelations.bankofireland.com/shareholder-information/extraordinary-general-meeting/
(https://investorrelations.bankofireland.com/shareholder-information/extraordinary-general-meeting/)
.

 

Details in respect of the Extraordinary General Meeting and Preference
Shareholder meeting of Bristol & West plc are available at
www.linkgroup.eu/bristolandwest (http://www.linkgroup.eu/bristolandwest) .

 

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

DISCLAIMERS

 

This announcement contains certain forward-looking statements that reflect the
GovCo's intent, beliefs or current expectations about the future and can be
recognised by the use of words such as "expects," "will,", "anticipate,"
"intends" 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 directors of GovCo 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 documentation
accompanying the notice of EGC sent to stockholders of GovCo on 1 November
2023. GovCo cannot guarantee that any forward-looking statement will be
realised, although it believes it has 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. GovCo 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCNKQBNABDDADB