AIB - ANNOUNCES INTENTION TO LAUNCH AN OFFER TO PURCHASE FOR CASH AND A SOLICITATION OF CONSENTS IN RELATION TO ITS OUTSTANDING TIER 1 AND TIER 2 SECURITIES
(Thomson Reuters ONE) -
Dublin, Ireland, Allied Irish Banks, p.l.c. ("AIB") [NYSE:AIB]
ALLIED IRISH BANKS, P.L.C. (THE "BANK")
ANNOUNCES INTENTION TO LAUNCH AN OFFER TO PURCHASE FOR CASH AND A SOLICITATION
OF CONSENTS IN RELATION TO ITS OUTSTANDING TIER 1 AND TIER 2 SECURITIES
The Bank hereby announces that:
(i) it intends to invite holders ("Holders") who are eligible to (a) tender any
and all of the Notes (as set out below under the heading Description of the
Notes, the "Notes"), the RCIs (as set out below under the heading Description of
the RCIs, the "RCIs") and the PPS (as set out below under the heading
Description of the PPS, the "PPS" and together with the Notes and the RCIs, the
"Securities" and each series thereof, a "Series") for purchase by the Bank for
cash and (b) consent (the "AIB Consent Invitation") to certain modifications of
the terms of the Notes and the RCIs (together, the "AIB Offer); and
(ii) AIB G.P. No. 1 Limited ("AIB GP") intends to invite Holders of the PPS to
consent (the "LP Consent Invitation" and together with the AIB Consent
Invitation, the "Consent Invitations" and each a "Consent Invitation") to
certain modifications of the terms of the PPS (together with the Bank's
invitation to such Holders, the "LP Offer" and together with the AIB Offer, the
"Offers" and each an "Offer").
The Offers will be made upon the terms and subject to the conditions contained
in a tender and consent memorandum expected to be dated 13 May 2011 (the "Tender
and Consent Memorandum").The Offers will be made available to all Holders
(including Holders who are U.S. persons and/or located in the United States),
subject to compliance with all relevant securities laws, including United States
securities laws.
On 13 April 2011 the Minister made a proposed subordinated liabilities order
under Section 28 of the Credit Institutions (Stabilisation) Act 2010 (the
"Stabilisation Act") in respect of the Securities. On 14 April 2011 the High
Court of Ireland (the "High Court") made a subordinated liabilities order in
respect of the Securities (the "SLO") pursuant to Section 29 of the
Stabilisation Act. The purpose of the SLO is to make certain amendments to the
terms of the Securities, further details of which are set out in the
announcement made by AIB on 14 April 2011.
Two of the Holders of certain Series of the Securities have since challenged the
making of the SLO in proceedings before the High Court. The High Court has set a
date of 2 June 2011 to hear the challenges. No assurance can be given as to when
the hearing of the challenges will conclude or as to when any judgment will be
delivered following such hearing or the timing in relation to any appeal process
that may be pursued following any such judgment.
Pursuant to the Offers, the Bank expects that it will pay the relative amount
set out below against each Series of Notes, RCIs or PPS, as applicable (in each
case the "Purchase Price") accepted by the Bank for purchase pursuant to the
relevant Offer.
The Consent Invitations will invite Holders to consider an extraordinary
resolution (each an "Extraordinary Resolution") to amend the terms and
conditions of their Notes, RCIs or PPS, as the case may be, to:
(i) provide for the issuer of each Series of Notes, RCIs or PPS to have the
option to redeem or purchase all, but not some only, of the relevant Notes, RCIs
or PPS (as applicable) remaining (if any) on completion of the Offers at a price
equal to ?0.01 per ?1,000, £0.01 per £1,000 or U.S.$0.01 per U.S.$1,000, in each
case in nominal amount of the relevant Notes, RCIs or PPS; and
(ii) in relation to the PPS, to provide for the terms of the PPS (or the
guarantees in respect thereof) to be amended to remove any restriction on any
repurchase or redemption by the Bank of junior or parity securities in the event
that the Bank elects not to pay any scheduled distributions on the relevant PPS.
The submission of a valid instruction to tender Notes, RCIs or PPS, as the case
may be, in the Offers will automatically act as such Holder's consent to the
relevant Extraordinary Resolution.
No amount will be paid by the Bank or any other person pursuant to the Offers in
respect of any accrued interest or arrears of interest on the Securities.
The Offers will consist of separate offers for each Series of Notes, the RCIs
and each Series of PPS and the purchase of any Notes, RCIs or PPS will not be
conditional on the purchase of any other Notes, RCIs or PPS or on a minimum
principal amount of any Notes, RCIs and/or PPS being acquired (subject, where
applicable, to the passing of the relevant Extraordinary Resolution to permit
the relevant purchase).
Description of the Common Outstanding nominal Amount Tender
Notes code/ISIN amount subject to Purchase
the AIB Price
Offer
£350,000,000 018077850/ £145,000 Any and £250 for
Subordinated XS0180778507 all each £1,000
Callable in nominal
Fixed/Floating Rate amount
Notes due 2030
U.S.$400,000,000 019799387/ U.S.$39,316,000 Any and U.S.$250 for
Dated Callable all each
Step-Up XS0197993875 U.S.$1,000
Subordinated Notes in nominal
due 2015 amount
?400,000,000 020884592/ ?48,534,000 Any and ?250 for
Subordinated all each ?1,000
Callable Step-Up XS0208845924 in nominal
Floating Rate Notes amount
due 2015
£500,000,000 021410705/ £1,261,000 Any and £250 for
Subordinated XS0214107053 all each £1,000
Callable in nominal
Fixed/Floating Rate amount
Notes due 2025
?500,000,000 023249839/ ?75,215,000 Any and ?250 for
Callable XS0232498393 all each ?1,000
Subordinated Step- in nominal
Up Floating Rate amount
Notes due 2017
£700,000,000 036806893/ £35,357,000 Any and £250 for
Callable Dated XS0368068937 all each £1,000
Subordinated Fixed in nominal
to Floating Rate amount
Notes due July 2023
£368,253,000 12.5 043595768/ £215,963,000 Any and £250 for
per cent. XS0435957682 all each £1,000
Subordinated Notes in nominal
due 25 June 2019 amount
?868,518,000 12.5 043595318/ ?628,448,000 Any and ?250 for
per cent. XS0435953186 all each ?1,000
Subordinated Notes in nominal
due 25 June 2019 amount
?419,070,000 10.75 049853211/ ?217,920,000 Any and ?225 for
per cent. all each ?1,000
Subordinated Notes XS0498532117 in nominal
due 2017 amount
U.S.$177,096,000 049853017/ U.S.$108,104,999 Any and U.S.$225 for
10.75 per cent. all each
Subordinated Notes XS0498530178 U.S.$1,000
due 2017 in nominal
amount
£1,096,645,000 049853106/ £385,344,000 Any and £225 for
11.50 per cent. all each £1,000
Subordinated Notes XS0498531069 in nominal
due 2022 amount
?200,000,000 010032598/ ?53,793,000 Any and ?100 for
Perpetual XS0100325983 all each ?1,000
Subordinated in nominal
Callable Step-Up amount
Notes
£400,000,000 022740962/ £58,608,000 Any and £100 for
Perpetual Callable XS0227409629 all each £1,000
Step-Up in nominal
Subordinated Notes amount
U.S.$100,000,000 IE0000189625 U.S.$100,000,000 Any and U.S.$100 for
Subordinated all each
Primary Capital U.S.$1,000
Perpetual Floating in nominal
Rate Notes amount
Description of Common code/ISIN Outstanding Amount Tender
the RCIs nominal amount subject to Purchase
the AIB Price
Offer
?500,000,000 0120950515/ ?240,435,000 Any and all ?100 for
7.50 per cent. each ?1,000
Step-Up Callable XS0120950158 in nominal
Perpetual Reserve amount
Capital
Instruments
Description of the Common code/ISIN Outstanding Amount Tender
PPS nominal amount subject to Purchase
the AIB Price
Offer
AIB UK I LP 020810505/ ?191,398,000 Any and all ?100 for
?1,000,000,000 XS0208105055 each ?1,000
Fixed Rate/Floating in nominal
Rate Guaranteed amount
Non-voting Non-
cumulative
Perpetual Preferred
Securities
AIB UK 2 LP 025773403/ ?95,041,000 Any and all ?100 for
?500,000,000 Fixed each ?1,000
Rate/Floating Rate XS0257734037 in nominal
Guaranteed Non- amount
voting Non-
cumulative
Perpetual Preferred
Securities
AIB UK 3 LP 025757106/ £36,728,000 Any and all £100 for
£350,000,000 Fixed each £1,000
Rate/Floating Rate XS0257571066 in nominal
Guaranteed Non- amount
voting Non-
cumulative
Perpetual Preferred
Securities
The following table sets out the expected dates and times of the key events
relating to the Offers. This is an indicative timetable and is subject to change
and confirmation in the Tender and Consent Memorandum.
Date and time Event
Friday, 13 May 2011 Expected launch date of the Offers
Monday, 13 June 2011 at midnight (New Earliest expected expiration deadline
York time)
Tuesday,14 June 2011 Earliest expected preliminary results
announcement
Thursday, 16 June 2011 Earliest expected meeting dates in
relation to the applicable Consent
Invitation
As soon as reasonably practicable after Earliest expected announcement of
conclusion of the Meetings results of meetings and Offers
Friday, 17 June 2011 Earliest expected settlement date
The Bank intends, so far as it is able and to the extent that it is consistent
with the Bank's broader objectives, to accommodate an orderly unwind of credit
default swap positions in respect of the Securities within the structure of, and
timetable for, the Offers. Accordingly, in order to facilitate this process, the
Bank may provide for a settlement date in respect of one of the Series of Notes
to be later than the settlement date for all other Series of Securities.
Requests for information in relation to this announcement and the proposed
Offers should be directed to the Dealer Manager appointed for the purpose of the
Offers:
THE DEALER MANAGER
J.P. Morgan Securities Ltd.
125 London Wall
London EC2Y 5AJ
United Kingdom
For information by telephone:
+44 (0) 20 7777 1333
Attention: Ryan O'Grady - FIG Syndicate
Email:ryan.ogrady(at)jpmorgan.com
For information by telephone:
+44 (0) 20 7779 2468
Attention: Sebastien Bamsey - Liability Management
Email: sebastien.m.bamsey(at)jpmorgan.com
DISCLAIMER
No offer or invitation to acquire or exchange any securities is being made
pursuant to this announcement. Nothing in this announcement constitutes an
invitation to participate in the Offers which will only be made through the
Tender and Consent Memorandum once published. The terms and conditions of the
Offers will be as set out in the Tender and Consent Memorandum.
The distribution of this announcement in certain jurisdictions may be restricted
by law. Persons into whose possession this announcement comes are required by
the Bank and the Dealer Manager to inform themselves about and to observe any
such restrictions.
OFFER RESTRICTIONS
This announcement does not constitute an offer to buy or a solicitation of an
offer to sell Notes, RCIs or PPS, and tenders of Notes, RCIs or PPS pursuant to
this announcement will not be accepted from Holders.
United Kingdom
The communication of this announcement is not being made and has not been
approved by an authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000. Accordingly this announcement is not being
distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of this announcement as a financial promotion is only
being made to persons within the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within
Article 43(2) of the Order, or to other persons to whom it may lawfully be
communicated.
Italy
This announcement has not been or will be submitted to the clearance procedure
of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to
Italian laws and regulations, and may only be made or promoted, directly or
indirectly, in or into the Republic of Italy ("Italy") pursuant to an exemption
from the rules governing public purchases or exchange offers (offerte pubbliche
di acquisto o scambio) as defined in article 1, paragraph 1, letter v of Italian
Legislative Decree no. 58 of February 24, 1998, as amended.
Belgium
This announcement has not been submitted to or will be submitted for approval or
recognition to the Belgian Banking, Finance and Insurance Commission (Commission
bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en
Assurantiewezen). Accordingly, this announcement has been or shall be
distributed or made available, directly or indirectly, to any person in Belgium
other than "qualified investors" in the sense of Article 10 of the Belgian
Public Offer Law, acting on their own account. Insofar as Belgium is concerned,
this announcement has been issued only for the personal use of the above
qualified investors. Accordingly, the information contained in this announcement
may not be used for any other purpose or disclosed to any other person in
Belgium.
France
This announcement has not been or will be distributed to the public in France
and only (i) providers of investment services relating to portfolio management
for the account of third parties and/or (ii) qualified investors (investisseurs
qualifiés) other than individuals, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier,
are eligible to receive it. This announcement has not been and will not be
submitted to nor approved by the Autorité des Marchés Financiers.
Ireland
This announcement must not be distributed except in conformity with the
provisions of Irish laws and regulations including (i) the Irish Companies Acts
1963 to 2009, (ii) the Prospectus (Directive 2003/71/EC) Regulations 2005 of
Ireland (iii) the European Communities (Markets in Financial Instruments)
Regulations 2007 (as amended) of Ireland and (iv) the Market Abuse (Directive
2003/6/EC) Regulations 2005 of Ireland.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Allied Irish Banks, p.l.c. via Thomson Reuters ONE
[HUG#1514537]
Unternehmensinformation / Kurzprofil:
Datum: 11.05.2011 - 11:08 Uhr
Sprache: Deutsch
News-ID 54520
Anzahl Zeichen: 20967
contact information:
Town:
Dublin 4
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 135 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"AIB - ANNOUNCES INTENTION TO LAUNCH AN OFFER TO PURCHASE FOR CASH AND A SOLICITATION OF CONSENTS IN RELATION TO ITS OUTSTANDING TIER 1 AND TIER 2 SECURITIES"
steht unter der journalistisch-redaktionellen Verantwortung von
Allied Irish Banks, p.l.c. (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
