10 May 2010 11:55
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
10 May 2010
RESULTS ANNOUNCEMENT
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND ANNOUNCES THE RESULTS OF 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 Results Announcement referred to in the Exchange Offer Memorandum.
Results of the Non-U.S. Exchange Offers
Following expiration of the Exchange Offer Period at 5.00 p.m. (Dublin time) on 7 May 2010, the Bank announces the following results of the Non-U.S. Exchange Offers:
·; Valid Offers to Exchange approximately €357.1m and £38.5m in principal amount of the Existing Securities were received by the Exchange Agent, all of which will, subject to satisfaction of the Exchange Offer Conditions, be accepted by the Bank.
·; Accordingly, the Bank expects an aggregate amount of approximately €244.4m Cash Proceeds and approximately £22.5m Sterling Cash Proceeds (generated in the Rights Issue on behalf of the relevant Holders) will be paid to Holders pursuant to Exchange Option 1 and approximately €29.4m aggregate principal amount of Allotment Instruments will be issued pursuant to Exchange Option 2.
·; The FX Rate is £0.873925 per €1.00. Since the FX Rate is above the Threshold Rate of £0.7542 per €1.00, there will be no reduction in the sterling Option 1 Consideration Amounts set out in Part III (Summary Offering Table) of the Exchange Offer Memorandum.
·; The aggregate amount of Existing Securities validly Offered for Exchange pursuant to Exchange Option 2 did not exceed the Maximum Allotment Instrument Amount. Accordingly, there will be no pro-ration of Option 2 Offers.
The detailed results of the Non-U.S. Exchange Offers are set out below:
| Existing Securities | Nominal Amount validly Offered for Exchange for Option 1 Consideration | Nominal Amount validly Offered for Exchange for Option 2 Consideration | Total Nominal Amount validly Offered for Exchange for Option 1 and Option 2 Consideration | Euro- Equivalent Option 1 Consideration Amount per £1,000 nominal amount* | Euro- Equivalent Option 2 Consideration Amount per £1,000 nominal amount** | Aggregate amounts of Cash Proceeds in euro and in sterling to Holders in the Option 1 Settlement | Aggregate principal amount of Allotment Instruments pursuant to the Option 2 Settlement |
| 7.40 per cent. Guaranteed Step-up Callable Perpetual Preferred Securities | €195,672,000 | €26,993,000 | €222,665,000 | Not applicable | Not applicable | €168,277,920 | €24,293,700 |
| € Fixed Rate/Variable Rate Guaranteed Non-voting Non-Cumulative Perpetual Preferred Securities | €126,850,000 | €7,600,000 | €134,450,000 | Not applicable | Not applicable | €76,110,000 | €4,940,000 |
| 6.25 per cent. Guaranteed Callable Perpetual Preferred Securities | £6,286,000 | - | £6,286,000 | €720.89 | - | £3,960,180 | - |
| £ Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities | £31,936,000 | £284,000 | £32,220,000 | €663.67 | €709.44 | £18,522,880 | €201,481 |
* Euro-Equivalent Option 1 Consideration Amounts will be used to determine (amongst other things) the number of units of New Ordinary Stock to be allotted pursuant to the Rights Issue on each Holder's behalf. Due to the operation of the Option 1 Settlement Mechanism and the FX Swap, a Holder whose sterling-denominated Existing Securities are accepted in the Option 1 Settlement will be eligible to receive Sterling Cash Proceeds equal to the applicable sterling-denominated Option 1 Consideration Amount set out in Part III (Summary Offering Table) of the Exchange Offer Memorandum.
** Euro-Equivalent Option 2 Consideration Amounts represent the principal amount of Allotment Instruments to be delivered to a Holder per £1,000 in principal amount of such Holder's Existing Securities accepted in the Option 2 Settlement.
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.
Separate U.S. Exchange Offer - results as at the Early Tender Date
The Bank also announced on 26 April 2010 a separate exchange offer to holders of certain series of outstanding capital securities in certain countries outside the United States and to certain sophisticated holders in the United States who are "qualified institutional buyers" as defined in Rule 144A of the Securities Act (the "U.S. Exchange Offer"). The Bank has today published in a separate announcement the early tender results of the U.S. Exchange Offer (being the results as at the Early Tender Date of 5.00 p.m. (New York City time) on 7 May 2010).
For further information, please contact at the Bank either:
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 | |
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| 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.