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
27
June 2024
Disposal of approximately 5%
of AIB Group plc
Further to the announcement on 26
June 2024, the Minister for Finance, Jack Chambers TD announces the
successful completion of the disposal
of part of the
Irish State's shareholding
in AIB Group
plc (the "Company"). The disposal was effected
by way of a placing (the "Placing") of shares (the "Placing
Shares")
in an accelerated book building process to
institutional investors.
In
summary,
following settlement of the Placing which will take place
on or before 1 July
2024:
•
The shareholding of the Irish State will be reduced from 738.3
million ordinary shares, representing approximately 30.5% of the ordinary share capital of the
Company, to 617.3 million ordinary shares, representing approximately 25.5 % of the ordinary share
capital.
•
Accordingly, the overall
size of the State's shareholding will be reduced by approximately 5.0%.
•
The Placing price was €4.90 per share. As a result,
the gross proceeds from the sale of the Placing Shares will be
€592.9 million. Upon settlement, this sum
will be returned to the Ireland Strategic Investment Fund pending
further consideration by the Minister.
•
BofA Securities, Citi and Morgan Stanley acted as
Joint Bookrunners in connection with the
Placing.
•
The Minister for Finance has 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 27 June 2023, and further extended on 8
January 2024, it will only do so for the period of 30 calendar days
following the completion of the Placing.
•
The Minister also expects to extend the AIB share
trading plan managed by Merrill Lynch International ("MLI") for a
further six-month term in the coming days. Following the extension,
which would come into effect following the expiration of the 30-day
period referred to above, the trading plan would terminate no later
than 23 January 2025 (unless further extended). The trading plan
would continue to include provisions that (a) the Minister's
intention is to target that up to, but no more than, 15% of the
expected aggregate total trading volume in the Company's shares is
to be sold over the duration of the trading plan, and (b) shares
may not be sold under the trading plan below a certain price per
share, which the Department of Finance has determined represents
fair value and delivers best value for the taxpayer throughout the
term of the trading plan. The actual number of shares sold will
depend on market conditions, among other factors. Proceeds
generated from the latest phase of the AIB trading plan amount to
approximately €617 million. In total, approximately €1.45 billion
has been raised from the AIB trading plan since it became
operational in January 2022.
•
N.M. Rothschild & Sons Limited ("Rothschild
& Co") is acting as independent financial adviser and
William Fry LLP and Allen Overy Shearman Sterling LLP are acting as
legal counsel to the Department of Finance in connection with the
sale.
Enquiries:
Brian Meenan, Press Officer,
Department of Finance, +3531 6045875 or + 353 872198857
pressoffice@finance.gov.ie
Important Information
This announcement is for information
purposes only and does not constitute an offer or an invitation to
acquire or dispose of any securities of the Company in the United
States, Canada, Australia or Japan or in any other jurisdiction in
which such an offer of solicitation is unlawful. The shares
sold pursuant to the Placing have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended, or under any securities laws of any state or jurisdiction
of the United States and may not be offered or sold in the United
States absent registration or an exemption from registration.
There was no public offering of securities in the United
States.
Neither this announcement nor any
copy of it may be taken, transmitted or distributed,
directly
or indirectly in or into the United
States of America, Australia, Canada, Japan, The Republic of South
Africa, Switzerland or any other jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction. Any failure to comply with this restriction may
constitute a violation of the securities laws of any such
jurisdiction.
BofA Securities Europe SA ("BofA
Securities") is authorized as an investment firm by the Autorité de
Contrôle Prudentiel et de Résolution ("ACPR"), is regulated by the
ACPR and the Autorité des Marchés Financiers, and is not a credit
institution, Citigroup Global Markets Limited and Morgan Stanley
& Co. International plc 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
(together with BofA Securities, the "Joint Bookrunners") and N.M.
Rothschild & Sons Limited (the "Adviser") is authorised and
regulated by the FCA in the United Kingdom. Each of the Joint
Bookrunners and the Adviser 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).
