TIDMBWSA
RNS Number : 2801I
Bristol & West PLC
03 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"). 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
tender offer in respect of the GBP32,593,734 8.125 per cent.
non-cumulative, non-redeemable preference shares issued by
Bristol & West plc
(a subsidiary of the Offeror and a member of the Bank of Ireland
Group)
(ISIN: GB0000510205)
Final Results Announcement following the Retail Expiration
Deadline of the Tender Offer
3 August 2023
On 21 June 2023, The Governor and Company of the Bank of Ireland
(the "Offeror"), a subsidiary of Bank of Ireland Group plc
("BOIG"), had announced invitations to holders to tender any and
all of their GBP32,593,734 8.125 per cent. non-cumulative,
non-redeemable preference shares issued by Bristol & West plc
(itself a wholly owned subsidiary of the Bank of Ireland Group)
(the "Preference Shares") on the terms set out in the offer
memorandum dated 21 June 2023 (the "Offer Memorandum") (the "Tender
Offer").
Capitalised terms not otherwise defined in this announcement
have the same meaning as assigned to them in the Offer
Memorandum.
The Offeror today announces its acceptance of validly submitted
Tender Instructions received by the Receiving Agent prior to 1.00
p.m. (UK time) on 2 August 2023 (the "Retail Expiration
Deadline").
ACCEPTANCE OF VALID TER INSTRUCTIONS RECEIVED AFTER THE GENERAL
EXPIRATION DEADLINE BUT ON OR BEFORE THE RETAIL EXPIRATION
DEADLINE
The Offeror hereby announces that it accepts for purchase all
Preference Shares validly tendered pursuant to the Tender Offer
after the General Expiration Deadline but on or before the Retail
Expiration Deadline, as set out in the table below:
Aggregate Aggregate Payment in Total Payment Outstanding
nominal amount nominal amount Offer Price*** Lieu of Dividend nominal amount
(and percentage) (and percentage) Amount*** not held by
validly tendered validly tendered the Offeror
* after the post Retail
General Expiration Settlement
Deadline ** Date*****
GBP15,819,944 GBP10,638,891 117.500% 119.570% or GBP16,773,790
2.070% or GBP1.19570
48.54% 32.64% or GBP1.17500 GBP0.02070 for each Preference 51.46%
for each Preference for each Share (by
Share Preference reference
Share for to the Payment
validly submitted in Lieu of
Tender Dividend Amount
Instructions applicable
received after to the expected
the General Retail Settlement
Expiration Date) ****
Deadline but
on or before
the Retail
Expiration
Deadline***
------------------- ------------------- ------------------- ------------------- ---------------
* The aggregate amount tendered on or before the Retail
Expiration Deadline.
** The amount tendered after the General Expiration Deadline and
on or before the Retail Expiration Deadline.
*** For further detail on the Offer Price and Payment in Lieu of
Dividend Amount, please refer to the Offer Memorandum
**** Based on the Offer settling on the expected Retail
Settlement Date of 16 August 2023
***** After settlement on the expected Retail Settlement Date of
16 August 2023
The Settlement Date for Retail Investors and Institutional
Investors whose validly submitted Tender Instructions were received
by the Receiving Agent after the General Expiration Deadline and on
or before the Retail Expiration Deadline, is expected to be 16
August 2023 (subject to the right of the Offeror to extend, re-open
and/or terminate the Tender Offer, as applicable) (the "Retail
Settlement Date").
Following the Retail Settlement Date, the Offeror will hold
15,819,944 (or 48.54%) of the amount of the Preference Shares then
outstanding immediately prior to the launch of the Tender Offer.
Bank of Ireland UK Holdings plc also holds 100,000 Ordinary Shares
in Bristol & West. Therefore, following the Early Settlement
Date, the Bank of Ireland Group will hold, in aggregate, 48.62% of
the entire issued share capital of Bristol & West.
The Offeror and Bristol & West do not intend to cancel any
of the Preference Shares tendered pursuant to the Tender Offer. The
Offeror intends to retain the Preference Shares with the objective
of acquiring a sufficient number of Preference Shares to pass the
Articles Amendment and the Liquidation Resolution at a general
meeting required in connection with the anticipated future
liquidation of Bristol & West, as further described in the
Offer Memorandum.
Following the Retail Settlement Date, the Bank of Ireland Group
may, at its discretion, seek to acquire some or all of the
remaining Preference Shares, including by way of open market
purchases or launching another offer, with the intention of
acquiring sufficient representation to be able to pass the Articles
Amendment and Liquidation Resolution with at least 75 per cent. of
the votes cast at a future general meeting of Bristol & West on
behalf of the Bank of Ireland Group.
Any subsequent acquisitions, including through open market
purchases, privately negotiated transactions, tender offers,
exchange offers or otherwise will be subject to their own terms and
conditions, and at such prices as the Offeror, Bristol & West
and the Dealer Managers or the relevant affiliate may determine,
which may be more or less than the prices to be paid pursuant to
the Tender Offer and could be for cash or other consideration or
otherwise on terms more or less favourable than those contemplated
by the Tender Offer..
Please be aware that the Bank of Ireland Group is not obliged to
make further tender offers to purchase the Preference Shares in the
future.
Offer Price and Payment in Lieu of Dividend Amount
The total consideration payable to each Preference Share Holder
in respect of each Preference Share validly submitted for tender
and accepted for purchase by the Offeror on or before the Retail
Expiration Deadline will be an amount in cash equal to (i) the
Offer Price for the Preference Shares, plus (ii) the Payment in
Lieu of Dividend Amount for the Retail Settlement Date, each as set
out in the Offer Memorandum.
Further Information
D. F. King Ltd has been appointed by the Offeror as retail
information agent (the "Retail Information Agent"). Link Market
Services Limited has been appointed to act as receiving agent in
connection with the Tender Offer. J&E Davy Unlimited Company,
Jefferies International Limited, Lloyds Bank Corporate Markets plc
and UBS AG London Branch have been appointed as dealer managers for
the purposes of the Tender Offer, to provide further information to
Institutional Investors only. Their details are set out below.
A "Retail Investor" means a Preference Share Holder who is not
an Institutional Investor (as defined below). Any Shareholder who
is an individual (rather than a company or other organisation) will
be a Retail Investor. Any Shareholder 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 Preference Shareholder that
is:
(i) an "eligible counterparty" or a "professional client", each
as defined in Directive 2014/65/EU (as amended); or
(ii) an "eligible counterparty" as defined in the FCA Handbook
Conduct of Business Sourcebook; or
(iii) a "professional client" as defined in Regulation (EU) No
600/2014 as it forms part of English domestic law by virtue of the
European Union (Withdrawal) Act 2018.
Retail Investors
Retail Investors who have questions or require technical
assistance in connection with the Tender Offer 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])
Retail Investors who have any other questions regarding the
Tender Offer should contact the Retail Information Agent using the
following contact details:
D.F. King
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, nominees, banks, brokers, or custodians
who have procedural questions or require technical assistance in
connection with the Tender Offer should contact D.F. King using the
following contact details:
D.F. King
Telephone: 0207 920 9700 (if calling from the UK)
Telephone: +44 20 7058 0080 / 0090 (if calling from outside
the UK) ([3])
Email: BOI@dfkingltd.co.uk
Institutional Investors who have any other questions regarding
the Tender Offer should contact the Dealer Managers using the
following contact details:
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
------------------------------------------
DISCLAIMER: This announcement must be read in conjunction with
the announcement relating to the Tender Offer published by Bristol
& West on 21 June 2023 (the "Launch Announcement"), the early
results announcement published by Bristol & West on 30 June
2023 (the "Early Results Announcement"), the Offer Memorandum and
any other announcements published in connection with the Tender
Offer. This announcement, the Launch Announcement, the Early
Results Announcement and the Offer Memorandum contain important
information which should be read carefully before any decision is
made with respect to the Tender Offer. If you are in any doubt as
to the contents of this 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.
The Offer Memorandum contains certain forward-looking statements
that reflect the Offeror's intent, beliefs or current expectations
about the future and can be recognised 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
judgment of the senior management of the Offeror 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. The Offeror 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. The Offeror
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). Calls
from within the UK are charged at the standard geographic rate and
will vary by provider. Calls to the helpline 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 Tender Offer
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. 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
Tender Offer 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
to Freephone numbers 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
Tender Offer nor give any financial, legal or tax advice.
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END
RTEKZGGRVFMGFZM
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August 03, 2023 12:53 ET (16:53 GMT)
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