REG - Morgan Stanley & Co. - Issue of Equity

Morgan StanleyAnnouncement

06/11/2023 18:00

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RNS Number : 5397S  Morgan Stanley & Co. Int'l plc  06 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND
OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF
THIS ANNOUNCEMENT

 

06 November 2023

 

Intention to dispose of approximately 5% of AIB Group plc by the Irish State

 

The Minister for Finance, Michael McGrath TD, today announces his intention to
sell part of the Irish State's shareholding in AIB Group plc (the "Company").
The disposal of these shares (the "Placing Shares") will be by way of a
placing to institutional investors (the "Placing").

The price at which the Placing Shares are sold (the "Placing Price") will be
determined by way of an accelerated book building process. The book will open
with immediate effect following this announcement.

The Placing is expected to comprise approximately 131 million of the Company's
ordinary shares, representing approximately 5% of the issued ordinary capital
of the Company. As a result of the Placing, the overall size of the Irish
State's shareholding in the Company will be reduced from approximately 45.8%
to approximately 40.8%.

The Minister has also undertaken to the Joint Bookrunners not to sell further
shares in the Company for the period of 90 calendar days following the
completion of the Placing without the prior written consent of the Joint
Bookrunners. While this undertaking also applies to any sales through the
Minister's trading plan announced by way of Regulatory News Service on 21
December 2021, extended on 23 June 2022, 5 January 2023 and further extended
on 27 June 2023, it will only do so for the period of 45 calendar days
following completion of the Placing.

BNP Paribas, Goldman Sachs International ("Goldman Sachs") and Morgan Stanley
& Co. International plc ("Morgan Stanley") have been appointed to act as
Joint Bookrunners in connection with the Placing.

N.M. Rothschild & Sons Limited ("Rothschild & Co") is acting as
independent financial adviser and William Fry LLP and Allen & Overy LLP
are acting as legal counsel to the Department of Finance in connection with
the sale.

Details of the Placing Price and the exact number of Placing Shares will be
announced in due course.

 

Enquiries:

 

 

Brian Meenan, Press Officer, Department of Finance, +353 1 6045875 or +353 87
2198857

 

pressoffice@finance.gov.ie

 

 

 

Disclaimer

 

 

The distribution of this announcement and the offer and sale of the Placing
Shares in certain jurisdictions may be restricted by law. The Placing Shares
may not be offered to the public in any jurisdiction in circumstances which
would require the preparation or registration of any prospectus or offering
document relating to the Placing Shares in such jurisdiction. No action has
been taken by the Minister for Finance or any of their respective affiliates
that would permit an offering of the Placing Shares or possession or
distribution of this announcement or any other offering or publicity material
relating to such securities in any jurisdiction where action for that purpose
is required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such restrictions.

 

This press release is for information purposes only and does not constitute or
form a part of an offer to sell or a solicitation of an offer to purchase any
security of the Company in the United States or in any other jurisdiction
where such offer or solicitation is unlawful. The securities of the Company
described in this press release have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any
applicable state or foreign securities laws and may not be offered or sold in
the United States absent registration or an exemption from the registration
requirements of the Securities Act. There shall be no public offering of
securities in the United States.

 

In member states of the European Economic Area (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is directed
exclusively at persons who are 'qualified investors' within the meaning of
Regulation (EU) 2017/1129 (the "Prospectus Regulation"). In the United Kingdom
this announcement is directed exclusively at persons who are 'qualified
investors' within the meaning of the Prospectus Regulation (as it forms part
of United Kingdom domestic law by virtue of the European Union (Withdrawal)
Act 2018) (i) who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii)
who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may
otherwise lawfully be communicated.

 

Goldman Sachs and Morgan Stanley which are authorised by the Prudential
Regulation Authority (the "PRA") and regulated by the Financial Conduct
Authority (the "FCA") and the PRA in the United Kingdom and BNP Paribas which
is authorised and regulated by the European Central Bank and the Autorité de
contrôle prudentiel et de resolution and authorised by the Prudential
Regulation Authority and is subject to regulation by the Financial Conduct
Authority and limited regulation by the Prudential Regulation Authority
(together the "Joint Bookrunners"), and N.M. Rothschild & Sons Limited
(the "Adviser") which is authorised and regulated by the FCA in the United
Kingdom, are acting on behalf of the Minister for Finance and no one else in
connection with any offering of the Placing Shares and will not be responsible
to any other person for providing the protections afforded to any of their
respective clients or for providing advice to any other person in relation to
any offering of the Placing Shares. None of the Joint Bookrunners nor the
Adviser will regard any other person as its client in relation to the offering
of the Placing Shares. No representation or warranty, express or implied, is
or will be made as to, or in relation to, and no responsibility or liability
is or will be accepted by any of the Joint Bookrunners, the Adviser or by any
of their respective affiliates or agents as to or in relation to, the
accuracy, completeness or sufficiency of this announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers in connection with the Minister for Finance,
the Company, the Placing Shares, the Placing or any of the arrangements
described herein, and any liability therefor is expressly disclaimed.

 

 

No Placing Shares will be available to any investor whose purchase of such
Placing Shares, whether on its own account or as a fiduciary or agent for one
or more investor accounts, would require regulatory consent in any
jurisdiction (including, without limitation, under the UK Financial Services
and Markets Act 2000 or the United States Bank Holding Company Act of 1956).

 

Details about the extent of BNP Paribas' regulation by the Prudential
Regulation Authority are available from them on request.

 

BNP Paribas London Branch is registered in the UK under number FC13447. UK
establishment number: BR000170. UK establishment office address: 10 Harewood
Avenue, London NW1 6AA

 

 

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