TIDMBKIC
RNS Number : 4077I
Bank of Ireland(Governor&Co)
04 August 2023
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) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED
IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933 AS
AMED) (THE "SECURITIES ACT") AND FOR DISTRIBUTION ONLY OUTSIDE THE
REPUBLIC OF ITALY . 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.
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 GBP75,000,000
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 GBP75,000,000 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. T he 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 REDEMPTION PAYMENT IN REDEMPTION VOTING FEE** REDEMPTION
YOU AMOUNT LIEU OF ACCRUED CONSIDERATION CONSIDERATION
VOTE? INTEREST* + VOTING FEE
(including
by
tendering
your
Bonds
in the
Tender
Offer)
(expressed (expressed (expressed (expressed (expressed (expressed (expressed (expressed (expressed (expressed
as a as an as a as an as a as an as a as an as a as an
percentage) amount) percentage) amount) percentage) amount) percentage) amount) percentage) amount)
------------ ------------ ------------ ----------- ------------ -------------- ------------ ----------- ------------ --------------
GBP40.31 GBP20.00
GBP1,880.00 for for
for each each GBP 1,920.31 each GBP1,940.31
GBP1,000 GBP1,000 for each GBP1,000 for each
in in GBP1,000 in GBP1,000
principal principal in principal principal in principal
amount amount amount amount amount
of the of the of the of the of the
YES 188.00% Bonds 4.031% Bonds 192.031% Bonds 2.00% Bonds 194.031% Bonds
------------ ------------ ------------ ----------- ------------ -------------- ------------ ----------- ------------ --------------
GBP0
for
each GBP1,920.31
GBP1,000 for each
in GBP1,000
principal in principal
amount amount
of the of the
NO 0% Bonds 192.031% 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 UBS AG London Branch
plc
Tel: +44 20 7568 1121
Tel: +44 20 7158 1726 / 1719 Email: ol-liabilitymanagement-eu@ubs.com
Email: lbcmliabilitymanagement@lloydsbanking.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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END
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