AIB - Capital Update
(Thomson Reuters ONE) -
DUBLIN, Ireland (23 December 2010) ("AIB") [NYSE:AIB] - Allied Irish Banks,
p.l.c. ("AIB" or the "Company") has today received notice that the High Court
issued a Direction Order (the "Order") under the Credit Institutions
(Stabilisation) Act 2010 (the "Act") directing AIB to issue immediately
approximately ?3.7 billion (net of expenses) of new equity capital ("Capital
Increase") to the National Pensions Reserve Fund Commission ("NPRFC"). The new
shares to be issued to the NPRFC will comprise ordinary shares and convertible
non-voting shares ("CNV shares"), to be issued at a price of ?0.3793 per new
ordinary share and ?0.3396 per new CNV share.
This additional equity will ensure that AIB meets the year-end regulatory
capital requirements of the Central Bank of Ireland. It is expected that the
Capital Increase will be completed shortly. To facilitate completion before
year-end, AIB's shareholders will not be entitled to subscribe for the new
equity and pre-emption rights will be disapplied. The Order also includes a
direction that AIB increases its authorised share capital and adopts amended
articles of association in place of the existing articles of association of the
Company to give effect to the Capital Increase.
The NPRFC Holding Following the Capital Increase
Pursuant to the Capital Increase, AIB will issue 675,107,845 new ordinary shares
to the NPRFC. Upon closing of the Capital Increase, and in order to facilitate
the ongoing disposal of AIB's Polish interests, the NPRFC will hold 49.9% of the
ordinary shares of the Company, representing 876,220,621 ordinary shares.
Following the Capital Increase, AIB will have a total number of 1,755,953,148
ordinary shares in issue. In addition, AIB will issue to the NPRFC a further
10,489,899,564 CNV shares, which will rank pari passu with the ordinary shares
other than in respect of voting, and will be convertible into ordinary shares on
a one-for-one basis. The NPRFC intends to increase its holding in AIB's ordinary
shares by converting all of the CNV shares following completion of the sale of
AIB's Polish interests. This would increase the NPRFC's ownership of the
ordinary shares of the Company to 92.8%.
Further Capital Measures to be Undertaken by AIB
Pursuant to the Capital Increase, AIB will receive net proceeds of approximately
?3.7 billion and will be required to generate approximately ?6.1 billion of
additional equity capital in order to meet its revised PCAR equity capital
requirement of ?9.765 billion, as announced on 28 November 2010. AIB is
considering a number of options to fulfill this requirement prior to 28 February
2011, including the possibility of issuing further new shares to the State and
undertaking liability management exercises in relation to its subordinated
capital.
Preference Shares
It is also anticipated that prior to 28 February 2011, subject to receipt of
appropriate authorities, the NPRFC will convert up to ?3.5 billion of its
existing 2009 Preference Shares into ordinary or CNV shares at a price of ?0.342
per share.
Delisting from the Official List and Main Market of the London Stock Exchange
and Move to the Enterprise Securities Market of the Irish Stock Exchange
The High Court has directed AIB to apply to cancel its listing of ordinary
shares on the Main Securities Market of the Irish Stock Exchange ("ISE") ("Irish
Main Market Delisting") and to apply for admission to trading on the Enterprise
Securities Market ("ESM") of the ISE.
The High Court has also directed AIB to apply to cancel the admission of its
ordinary shares to the Official List maintained by the UK Financial Services
Authority and to cancel trading on the main market of the London Stock Exchange
("LSE") ("UK Delisting").
The Capital Increase by year-end is, in the opinion of AIB's Board of Directors,
critical for the continued activities of the Company and cannot be fully
completed while AIB remains listed on the main markets of the ISE and LSE. Given
the current financial position of AIB, the Capital Increase is required to
ensure that AIB complies with the minimum regulatory capital requirements of the
Central Bank of Ireland at 31 December 2010. Failure to complete the transaction
prior to year-end would likely prompt further action from the Irish State,
including the possibility of full nationalisation. As a result, the Company
believes that cancellation of the main market listings is in the best interests
of AIB and its stakeholders as a whole.
The Company and the State wish to ensure that shareholders retain access to a
public trading facility for their shares. Shareholders' ownership of the
existing ordinary shares will be unaffected by this move. The Company will
advise all shareholders of this move to the ESM in a letter to be sent to
shareholders by year-end. In the meantime, information in the form of questions
and answers will shortly be made available on the Company's investor relations
website.
The proposed admission to trading on the ESM will mean that AIB will continue to
have market oversight, disclosure and reporting obligations. It will also
facilitate AIB's intention to maintain investor relationships and market analyst
coverage.
The ordinary shares will continue to trade on the ISE up to and including 25
January 2011. It is expected that the Company will be delisted from the Main
Securities Market of the ISE following the close on 25 January 2011, being 20
business days from the date of this announcement and that the Company currently
expects to be admitted to trading on the ESM on 26 January 2011.
Given the timetable for the Capital Increase, the Company will not therefore
seek shareholder approval for the UK Delisting in reliance on UK Listing Rule
5.2.7. The Company's ordinary shares will continue to trade on the LSE up to and
including 25 January 2011. Following the UK Delisting, the Company's ordinary
shares will trade on the ESM.
The Sale of AIB's Polish Interests
In the Order, the High Court has directed AIB to complete the sale of its Polish
interests to Banco Santander S.A. pursuant to the Share Purchase Agreement dated
10 September 2010 when all the regulatory conditions other than the approval of
AIB's shareholders have been satisfied, but not before the admission to trading
on the ESM and the UK Delisting have occurred. As a result, there will not be a
requirement for shareholder approval, an associated circular or an extraordinary
general meeting in order to complete that sale.
Cancellation of NPRFC Warrants
In connection with the Capital Increase, the Company has agreed with the
Minister and the NPRFC that the 294,251,819 warrants to subscribe for ordinary
shares in AIB, granted to the NPRFC as part of the Government's 2009 ?3.5
billion recapitalisation, are to be cancelled in consideration of the payment of
approximately ?52.5 million by AIB to the NPRFC.
The AIB Board of Directors
AIB's Board of Directors acknowledges the continued support of the Minister for
Finance and the Irish State. It notes its new duty under the Act to have regard
to the public interest in the performance of their functions and, if that public
interest conflicts with the best interests of the Company, that the new
statutory requirement provides for the public interest to prevail.
- ENDS -
For further information, please contact:
Alan Kelly Catherine Burke
General Manager, Corporate Services Head of Corporate Relations and
Communications
AIB Group AIB Group
Dublin Dublin
Tel: +353-1-6412162 Tel: +353-1-6413894
email: alan.j.kelly(at)aib.ie email: catherine.e.burke(at)aib.ie
IMPORTANT INFORMATION
This is not a prospectus, circular or other equivalent document. You should not
rely on any information as set out in this announcement. This announcement does
not constitute an offer to purchase or a solicitation of an offer to sell
securities, nor shall there be any sales of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities law of such jurisdiction. No
ordinary shares or CNV shares have been marketed to, nor are any available for
purchase in whole or in part by, the public in Ireland, the United Kingdom or
elsewhere in connection with the Order, the Capital Increase, Irish Main Market
Delisting, UK Delisting or AIB's application for admission to the ESM (the
"Admission").
The contents of this announcement and the information incorporated herein by
reference should not be construed as legal, business investment, accounting, tax
or other professional advice. This announcement is for your information only and
nothing in this announcement is intended to endorse or recommend a particular
course of action.
It is anticipated that Morgan Stanley & Co. International plc will act as ESM
adviser to AIB and Morgan Stanley Securities Limited (together with Morgan
Stanley & Co. International plc, each of which is authorised and regulated in
the United Kingdom by the Financial Services Authority) ("Morgan Stanley") will
act as corporate broker to AIB in relation to the Admission. AIB Corporate
Finance Limited ("AIB Corporate Finance") (which is regulated in Ireland by the
Central Bank of Ireland) is acting as financial advisor to AIB in relation to
the Admission.
Morgan Stanley and AIB Corporate Finance anticipate acting in the aforementioned
capacities for AIB and no one else in connection with the Admission and will not
regard any other person (whether or not a recipient of this announcement) as
their respective client in relation to the Admission and will not be responsible
to anyone other than AIB for providing the protections afforded to their
respective clients or for providing advice in relation to the Admission or any
other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on
Morgan Stanley or AIB Corporate Finance by the ESM Rules or the Listing Rules,
neither Morgan Stanley nor AIB Corporate Finance accepts any responsibility
whatsoever and makes no representation or warranty, express or implied, for the
contents of this announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be made by AIB, or
on AIB's behalf, or by Morgan Stanley or AIB Corporate Finance, or on Morgan
Stanley's or AIB Corporate Finance's behalf, in connection with AIB, the Order,
the Capital Increase, Irish Main Market Delisting, UK Delisting or the
Admission, and nothing in this announcement is or shall be relied upon as a
promise or representation in this respect, whether as to the past or future.
Morgan Stanley and AIB Corporate Finance accordingly disclaim to the fullest
extent permitted by law and under the ESM Rules and the Listing Rules all and
any responsibility and liability, whether arising in tort, contract or
otherwise, which it might otherwise have in respect of this announcement and any
such statement.
None of the Minister for Finance, the Department of Finance, the Irish
Government, the National Treasury Management Agency, the National Pensions
Reserve Fund Commission or any person controlled by or controlling any such
person, or any entity or agency of or related to the Irish State, Morgan
Stanley, or any director, officer, official, employee or adviser of any such
person (each such person, a "Relevant Person") accepts any responsibility
whatsoever or makes any representation or warranty, express or implied, for the
contents of this announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be made by AIB, or
on AIB's behalf, or by Morgan Stanley, or AIB Corporate Finance, or on Morgan
Stanley's or AIB Corporate Finance's behalf, or by any Relevant Person or on any
Relevant Person's behalf in connection with AIB or the Admission, and nothing in
this announcement is or shall be relied upon as a promise or representation in
this respect, whether as to the past or future. Each Relevant Person accordingly
disclaims to the fullest extent permitted by law and under the ESM Rules and the
Listing Rules all and any responsibility and liability, whether arising in tort,
contract or otherwise, which it might otherwise have in respect of this document
and any such statement.
The release, publication or distribution, in whole or in part, directly or
indirectly, of this announcement in jurisdictions other than Ireland, the United
Kingdom and the United States may be restricted by law and therefore persons
into whose possession this announcement comes should inform themselves about,
and observe, such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities laws of any such jurisdiction.
This announcement is not and does not constitute an invitation or offer of
securities to any persons, including persons in the United States. The
securities discussed herein have not been and will not be registered under the
US Securities Act of 1933 (the "US Securities Act") or under any securities laws
of any state or other jurisdiction of the United States and may not be offered
or sold directly or indirectly, within the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the securities laws
of any state or other jurisdiction of the United States. There will be no
public offer in the United States.
This announcement contains "forward-looking statements", within the meaning of
Section 27A of the US Securities Act and Section 21E of the US Securities
Exchange Act of 1934, regarding the belief or current expectations of AIB, AIB's
Directors and other members of its senior management about AIB's business,
financial condition, results of operations, certain plans or objectives and
other details relating to the Admission and the transactions described in this
announcement. These forward-looking statements can be identified by the fact
that they do not relate only to historical or current facts. Forward-looking
statements sometimes use words such as "may", "could", "will", "aim", "expect",
"intend", "estimate", anticipate", "believe", "plan", "seek", "continue",
"target" or other words of similar meaning. All statements other than
statements of historical fact are, or may be deemed to be, forward-looking
statements.
These forward-looking statements are not guarantees of future performance.
Rather, they are based on current views and assumptions and involve known and
unknown risks, uncertainties and other factors, many of which are outside the
control of AIB and are difficult to predict, that may cause actual results to
differ materially from any future results or developments expressed or implied
from the forward-looking statements.
The forward-looking statements speak only as of the date of this announcement.
Except as required by applicable law, regulation or regulatory body, AIB does
not have any obligation to announcement or revise publicly any forward-looking
statement, whether as a result of new information, further events or otherwise.
AIB expressly disclaims any obligation or undertaking to publicly release any
announcements or revisions to any forward-looking statement contained in this
announcement or incorporated by reference to reflect any change in AIB's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
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#1475400]
Unternehmensinformation / Kurzprofil:
Datum: 23.12.2010 - 13:58 Uhr
Sprache: Deutsch
News-ID 50053
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contact information:
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