20 May 2010 08:56
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR THE REPUBLIC OF ITALY OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN THE REPUBLIC OF ITALY OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE EXCHANGE OFFER MEMORANDUM
20 May 2010
MINIMUM CONVERSION PRICE ANNOUNCEMENT
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND ANNOUNCES THE MINIMUM CONVERSION PRICE FOR THE ALLOTMENT INSTRUMENTS ISSUED PURSUANT TO ITS NON-U.S. EXCHANGE OFFERS IN RESPECT OF CERTAIN OF ITS OUTSTANDING EURO AND STERLING TIER 1 SECURITIES.
On 26 April 2010, The Governor and Company of the Bank of Ireland (the "Bank") announced an invitation to all holders ("Holders") (subject to certain offer restrictions) of the Tier 1 securities listed below (the "Existing Securities") to Offer to Exchange their Existing Securities for Option 1 Consideration or Option 2 Consideration (the "Non-U.S. Exchange Offers").
| Bank of Ireland UK Holdings plc €476,000,000 7.40 per cent. Guaranteed Step-up Callable Perpetual Preferred Securities (ISIN: XS0125611482) BOI Capital Funding (No.1) LP €350,316,000 Fixed Rate/Variable Rate Guaranteed Non-voting Non-Cumulative Perpetual Preferred Securities (ISIN: XS0213178295) Bank of Ireland UK Holdings plc £46,432,000 6.25 per cent. Guaranteed Callable Perpetual Preferred Securities (ISIN: XS0165122655) BOI Capital Funding (No.4) LP £37,290,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities (ISIN: XS0268599999) |
The Non-U.S. Exchange Offers were made on the terms of an Exchange Offer Memorandum dated 26 April 2010. Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Exchange Offer Memorandum.
This is the Minimum Conversion Price Announcement referred to in the Exchange Offer Memorandum.
Minimum Conversion Price
The Minimum Conversion Price is the minimum price at which the Allotment Instruments issued pursuant to the Option 2 Settlement will convert into Conversion Ordinary Stock on the Conversion Date. The Minimum Conversion Price is calculated by multiplying €1.35 by the Rights Issue Factor.
The Bank hereby announces that the Rights Issue Factor is 0.630447, and accordingly the Minimum Conversion Price is €0.851103. For the purposes of calculating the Rights Issue Factor, the Current Market Price of a unit of Ordinary Stock on 19 May 2010 was €1.432.
The price at which the Allotment Instruments will ultimately convert will be either the Minimum Conversion Price stated above or, if greater, the price calculated by the Lead Dealer Managers, in consultation with the Bank, as the arithmetic average of the daily Volume-Weighted Average Price per unit of Ordinary Stock for each of the five consecutive trading days ending on the second trading day before the Conversion Date (such five day period currently expected to commence on (and including) 2 September 2010 and conclude on (and including) 8 September 2010).
The expected Settlement Date for the Non-U.S. Exchange Offers is 14 June 2010. Settlement of the Non-U.S. Exchange Offers is conditional upon satisfaction of the Exchange Offer Conditions.
The expected Conversion Date for conversion of the Allotment Instruments into Conversion Ordinary Stock is 10 September 2010.
For further information, please contact:
Brian Kealy
Head of Capital Management
Tel. +353 76 623 4719
Colin Reddy
Capital Management
Tel. +353 76 623 4722
In addition, any questions or requests for assistance regarding settlement of the Non-U.S. Exchange Offers may be directed to the Lead Dealer Managers or the Exchange Agent:
| LEAD DEALER MANAGERS | |
| Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Tel: +44 20 7986 8969 Attention: Liability Management - Graham Bahan email: liabilitymanagement.europe@citi.com
| UBS Limited 1 Finsbury Avenue London EC2M 2PP United Kingdom Tel: +44 20 7567 0525 Fax: +44 20 7568 5332 Attention: Liability Management Group email: mark-t.watkins@ubs.com |
| CO-DEALER MANAGERS | |
| Credit Suisse Securities (Europe) Limited One Cabot Square London E14 4QJ United Kingdom
| Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom |
|
EXCHANGE AGENT | |
| Lucid Issuer Services Limited 436 Essex Road London N1 3QP United Kingdom Tel: +44 20 7704 0880 Fax: +44 20 7067 9098 Attention: Yves Theis, Lee Pellicci email: boi@lucid-is.com | |
|
| |
| FINANCIAL ADVISER TO THE BANK | |
| IBI Corporate Finance Limited 40 Mespil Road Dublin 4 Ireland | |
DISCLAIMER
This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy securities either in the United States or any other jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.