ALLIED IRISH BANKS, P.L.C. (THE "BANK") ANNOUNCES OFFER TO PURCHASE FOR CASH
(Thomson Reuters ONE) -
Allied Irish Banks, p.l.c. ("AIB") [NYSE:AIB]
13 May 2011
ALLIED IRISH BANKS, P.L.C. (THE "BANK")
ANNOUNCES OFFER TO PURCHASE FOR CASH
any and all of its outstanding
£350,000,000 Subordinated Callable Fixed/Floating Rate Notes due 2030 (ISIN:
XS0180778507)
(the "2030 Sterling Notes")
U.S.$400,000,000 Dated Callable Step-Up Subordinated Notes due 2015 (ISIN:
XS0197993875)
(the "2015 Dollar Notes")
?400,000,000 Subordinated Callable Step-Up Floating Rate Notes due 2015 (ISIN:
XS0208845924)
(the "2015 Euro Notes")
£500,000,000 Subordinated Callable Fixed/Floating Rate Notes due 2025 (ISIN:
XS0214107053)
(the "2025 Sterling Notes")
?500,000,000 Callable Subordinated Step-Up Floating Rate Notes due 2017 (ISIN:
XS0232498393)
(the "2017 Euro Floating Rate Notes")
£700,000,000 Callable Dated Subordinated Fixed to Floating Rate Notes due July
2023 (ISIN: XS0368068937)
(the "2023 Sterling Notes")
£368,253,000 12.5 per cent. Subordinated Notes due 25 June 2019 (ISIN:
XS0435957682)
(the "2019 Sterling Notes")
?868,518,000 12.5 per cent. Subordinated Notes due 25 June 2019 (ISIN:
XS0435953186)
(the "2019 Euro Notes")
?419,070,000 10.75 per cent. Subordinated Notes due 2017 (ISIN: XS0498532117)
(the "2017 Euro Notes")
U.S.$177,096,000 10.75 per cent. Subordinated Notes due 2017 (ISIN:
XS0498530178)
(the "2017 Dollar Notes")
£1,096,645,000 11.50 per cent. Subordinated Notes due 2022 (ISIN: XS0498531069)
(the "2022 Sterling Notes")
?200,000,000 Perpetual Subordinated Callable Step-Up Notes (ISIN: XS0100325983)
(the "Perpetual Euro Notes")
£400,000,000 Perpetual Callable Step-Up Subordinated Notes (ISIN: XS0227409629)
(the "Perpetual Sterling Notes")
?500,000,000 7.50 per cent. Step-Up Callable Perpetual Reserve Capital
Instruments (ISIN: XS0120950158)
(the "Perpetual RCIs")
U.S.$100,000,000 Subordinated Primary Capital Perpetual Floating Rate Notes
(ISIN: IE0000189625)
(the "Perpetual Dollar Notes" and, together with the 2030 Sterling Notes, the
2015 Dollar Notes,
the 2015 Euro Notes, the 2025 Sterling Notes, the 2017 Euro Floating Rate Notes,
the 2023 Sterling Notes, the 2019 Sterling Notes, the 2019 Euro Notes, the 2017
Euro Notes, the 2017 Dollar Notes, the 2022 Sterling Notes, the Perpetual Euro
Notes, the Perpetual Sterling Notes and the Perpetual RCIs, the "Notes")
and
any and all of the outstanding
AIB UK I LP ?1,000,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-
cumulative
Perpetual Preferred Securities having the benefit of a subordinated guarantee
of Allied Irish Banks, p.l.c. (ISIN: XS0208105055)
(the "AIB UK I PPS")
AIB UK 2 LP ?500,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-
cumulative
Perpetual Preferred Securities having the benefit of a subordinated guarantee
of Allied Irish Banks, p.l.c. (ISIN: XS0257734037)
(the "AIB UK 2 PPS")
AIB UK 3 LP £350,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-
cumulative
Perpetual Preferred Securities having the benefit of a subordinated guarantee
of Allied Irish Banks, p.l.c. (ISIN: XS0257571066)
(the "AIB UK 3 PPS" and, together with the AIB UK I PPS and the AIB UK 2 PPS,
the "PPS")
and Solicitation by (i) the Bank of certain Consents in relation to the Notes
and (ii) AIB G.P. No. 1 Limited of certain Consents in relation to the PPS
The Bank is inviting Holders (subject to the invitation restrictions set out in
the Tender and Consent Memorandum (as defined below) to (i) tender any and all
of the Notes for purchase by the Bank for cash, and (ii) consent (the "AIB
Consent Invitation") to certain modifications of the terms of the Notes
(together, the "AIB Offer").
The Bank is also inviting Holders (subject to the invitation restrictions set
out in the Tender and Consent Memorandum) to tender any and all of the PPS for
purchase by the Bank for cash. AIB G.P. No. 1 Limited ("AIB GP") invites Holders
(subject to the invitation restrictions set out in the Tender and Consent
Memorandum) 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 are being made upon the terms and subject to the conditions contained
in the tender and consent memorandum dated 13 May 2011 (the "Tender and Consent
Memorandum"), copies of which may be obtained free of charge from Lucid Issuer
Services Limited (the "Tender and Tabulation Agent"). Capitalised terms used and
not otherwise defined in this announcement have the meaning given to them in the
Tender and Consent Memorandum.
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 Notes and PPS. On 14 April 2011 the High
Court of Ireland (the "High Court") made a subordinated liabilities order in
respect of the Notes and PPS (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 Notes and PPS (and the guarantees in respect thereof), further
details of which are set out in the announcement made by the Bank on 14 April
2011.
Two of the Holders of certain Series of the Notes 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, although no assurance can be given
as to when the hearing will conclude or when judgment will be delivered. Any
judgment delivered by the High Court may be appealed to the Supreme Court, only
with the leave of the High Court, which may be granted, in respect of any
judgment delivered in relation to challenges made under the Stabilisation Act,
only in the limited circumstances specified in the Stabilisation Act.
Pursuant to the Offers, the Bank will pay the relative amount set out below
against each Series of Notes, or PPS, as applicable (in each case the "Purchase
Price") accepted by the Bank for purchase pursuant to the relevant Offer.
In conjunction with the invitation to tender any and all of the Notes or PPS, as
applicable, each of the Bank (in respect of the Notes) and AIB GP (in respect of
the PPS) invites Holders of each Series of Notes and PPS (subject to the
invitation restrictions set out in the Tender and Consent Memorandum) to
consider, and, if thought fit, pass, the relevant Extraordinary Resolution (each
an "Extraordinary Resolution") in relation to certain modifications of the terms
of each Series of the Notes and/or PPS (and the guarantees in respect of the
PPS) to:
(i) provide for the issuer of each Series of Notes or PPS to have the
option to redeem or purchase all, but not some only, of the relevant Notes or
PPS (as applicable) remaining (if any) following completion of the Offer in
respect of such Series 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
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
(each a "Dividend Stopper").
The submission of a valid instruction to tender Notes 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 Notes or PPS. Any
amounts in respect thereof which would otherwise have been payable will be
cancelled and each Holder, by submitting (or arranging to have submitted on its
behalf) an Electronic Instruction, waives any entitlement it would otherwise
have in respect thereof.
The Offers consist of separate offers for each Series of Notes and each Series
of PPS and the purchase of any Notes or PPS is not directly conditional on the
purchase of any other Notes or PPS or on a minimum principal amount of any Notes
and/or PPS being acquired (subject, where applicable, to the passing of the
relevant Extraordinary Resolution to permit the relevant purchase). However, the
purchase by the Bank of any PPS and/or any Perpetual RCIs is conditional upon
the removal of the Dividend Stoppers in respect of all Series of PPS. The
Dividend Stoppers will be removed in the event that either (i) the Extraordinary
Resolution in respect of each Series of PPS is passed and implemented or (ii)
the provisions of the SLO removing such Dividend Stoppers become effective.
Description of the Common Outstanding nominal Amount Purchase
Notes code/ISIN amount subject to Price
the AIB
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. XS0498532117 all each ?1,000
Subordinated Notes 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. XS0498530178 all each
Subordinated Notes 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. XS0498531069 all each £1,000
Subordinated Notes 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
?500,000,000 7.50 0120950515/ ?240,435,000 Any and ?100 for
per cent. Step-Up XS0120950158 all each ?1,000
Callable Perpetual in nominal
Reserve Capital amount
Instruments
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 the Common code/ISIN Outstanding Amount Purchase
PPS nominal amount subject to Price
the LP
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. All times are London time, unless otherwise specified.
Number of Business Days
Date and time from and including Event
Launch Date
Friday, 13 May 2011 Day 1 Launch Date
Offers announced and Tender
and Consent Memorandum
available from the Tender
and Tabulation Agent
Notices of Meetings
Notices of Meetings
expected to be given by
publication through
Clearing Systems with any
publication required in
newspapers and other
publications to follow
Monday, 13 June 2011 at Day 21 Expiration Deadline (other
midnight New York time than in respect of the
2015 Euro Notes, the 2017
Euro Notes and the 2023
Sterling Notes (together,
the "Delayed Settlement
Notes"))
Deadline for receipt by the
Tender and Tabulation Agent
of Electronic Instructions
in order for Holders (other
than Holders of the Delayed
Settlement Notes) to
participate in each Offer
Tuesday, 14 June 2011 Day 22 Preliminary results
announcement (other than in
respect of the Delayed
Settlement Notes)
Announcement by the Bank of
the aggregate nominal
amount of each Series of
Notes (other than the
Delayed Settlement Notes)
and PPS validly tendered
pursuant to the relevant
Offer prior to the relevant
Expiration Deadline
Thursday, 16 June 2011 Day 24 Meetings (other than in
respect of the Delayed
Settlement Notes)
Meetings to be held at the
offices of Linklaters LLP,
One Silk Street, London
EC2Y 8HQ, at the following
times:
AIB UK I PPS - 10.00 a.m.
AIB UK 2 PPS - 10.15 a.m.
AIB UK 3 PPS - 10.30 a.m.
Perpetual RCIs - 10.45
a.m.
Perpetual Sterling Notes -
11.00 a.m.
Perpetual Euro Notes -
11.15 a.m.
Perpetual Dollar Notes -
11.30 a.m.
2030 Sterling Notes -
11.45 a.m.
2015 Dollar Notes - 1.00
p.m.
2025 Sterling Notes - 1.15
p.m.
2017 Euro Floating Rate
Notes - 1.30 p.m.
2019 Sterling Notes - 1.45
p.m.
2019 Euro Notes - 2.00 p.m.
2017 Dollar Notes - 2.15
p.m.
2022 Sterling Notes - 2.30
p.m.
As soon as reasonably Day 24 Announcement of results of
practicable after Meetings and Offers (other
conclusion of the Meetings than in respect of the
Delayed Settlement Notes)
Announcement by the Bank as
to whether (i) it accepts
for purchase Notes or PPS
validly tendered in the
relevant Offer and the
aggregate nominal amount
(if any) of Notes or PPS of
each Series accepted for
purchase, and (ii) the
Extraordinary Resolutions
(in relation to the Notes
other than the Delayed
Settlement Notes) have been
passed.
Announcement by AIB GP as
to whether the
Extraordinary Resolutions
(in relation to the PPS)
have been passed
Friday, 17June 2011 Day 25 Expected Settlement Date
(other than in respect of
the Delayed Settlement
Notes)
Payment of Purchase Price
in respect of Notes or PPS
validly tendered in the
relevant Offer prior to the
relevant Expiration
Deadline and accepted for
purchase
Wednesday, 20 July 2011 at Day 48 Expiration Deadline (in
5.00 p.m. respect of the Delayed
Settlement Notes)
Deadline for receipt by the
Tender and Tabulation Agent
of Electronic Instructions
in order for Holders of the
Delayed Settlement Notes to
participate in the AIB
Offer
Thursday, 21 July 2011 Day 49 Preliminary results
announcement in respect of
the Delayed Settlement
Notes
Announcement by the Bank of
the aggregate nominal
amount of each Series of
Delayed Settlement Notes
validly tendered pursuant
to the AIB Offer prior to
the relevant Expiration
Deadline
Friday, 22 July 2011 Day 50 Meetings in respect of the
Delayed Settlement Notes
Meetings to be held at the
offices of Linklaters LLP,
One Silk Street, London
EC2Y 8HQ, at the following
times:
2015 Euro Notes - 5.00
p.m.
2017 Euro Notes - 5.15
p.m.
2023 Sterling Notes - 5.30
p.m.
As soon as reasonably Day 50 Announcement of results of
practicable after Meetings and Offers in
conclusion of the Meetings respect of the Delayed
Settlement Notes
Announcement by the Bank as
to whether (i) it accepts
for purchase Delayed
Settlement Notes validly
tendered in the AIB Offer
and the aggregate nominal
amount of each Series of
Delayed Settlement Notes
accepted for purchase, and
(ii) the Extraordinary
Resolutions (in relation to
each Series of the Delayed
Settlement Notes) has been
passed.
Monday, 25 July Day 51 Expected Settlement Date in
2011 respect of the Delayed
Settlement Notes
Payment of Purchase Price
in respect of the Delayed
Settlement Notes validly
tendered in the AIB Offer
prior to the relevant
Expiration Deadline and
accepted for purchase.
The above dates and times are subject, where applicable, to the right of the
Bank or AIB GP, as the case may be, to extend, re-open, amend, and/or terminate
the relevant Offer (including with respect to any or all Series of Notes or PPS,
as the case may be). Holders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes or PPS whether such
intermediary would require to receive instructions to participate in the
relevant Offer before the deadlines specified above. The deadlines set by each
Clearing System for the submission of Electronic Instructions may be earlier
than the relevant deadlines above.
Requests for information in relation to the pricing of the Offers should be
directed to the Dealer Manager:
THE DEALER MANAGER
J.P. Morgan Securities Ltd.
125 London Wall
London EC2Y 5AJ
United Kingdom
For information by telephone:
+44 (0) 20 7779 2468
Attention: Ryan O'Grady - FIG Syndicate
Email:ryan.ogrady(at)jpmorgan.com
For information by telephone:
+44 (0) 20 7777 1333
Attention: Sebastien Bamsey - Liability Management
Email:sebastien.m.bamsey(at)jpmorgan.com
Requests for information in relation to the procedures for tendering Notes or
PPS in, and for any documents or materials relating to, the Offers should be
directed to:
THE TENDER AND TABULATION AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
For information by telephone: +44 20 7704 0880
For information by facsimile: +44 20 7067 9098
Attention: Yves Theis / David Shilson
Email: aib(at)lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Tender and Consent
Memorandum. This announcement and the Tender and Consent Memorandum contain
important information which must be read carefully before any decision is made
with respect to the Offers. If any Holder is in any doubt as to the action it
should take, it is recommended to seek its own financial advice, including as to
any tax consequences, from its stockbroker, bank manager, solicitor, accountant
or other independent financial adviser. Any individual or company whose Notes or
PPS are held on its behalf by a broker, dealer, bank, custodian, trust company
or other nominee must contact such entity if it wishes to tender such Notes in
the AIB Offer or PPS in the LP Offer, as applicable. None of the Bank, the
Dealer Managers, the Tender and Tabulation Agent, or any person who controls, or
is a director, officer, employee or agent of such persons, or any affiliate of
such persons, makes any recommendation as to whether Holders should tender Notes
in the AIB Offer or PPS in the LP Offer, as applicable.
No offer or invitation to acquire or exchange any securities is being made
pursuant to this announcement. Nothing in this announcement or the Tender and
Consent Memorandum constitutes an invitation to participate in any Offer (an
"Invitation") in any jurisdiction in which, or to or from any person to or from
whom, it is unlawful to make such an invitation under applicable securities
laws. Tenders of Notes or PPS in the relevant Offer will not be accepted from
Holders, in any jurisdiction in which such offer or solicitation is unlawful.
The distribution of this announcement and the Tender and Consent Memorandum in
certain jurisdictions may be restricted by law. Persons into whose possession
this announcement and the Tender and Consent Memorandum comes are required by
the Bank, AIB UK I LP, AIB UK 2 LP, AIB UK 3 LP, AIB GP and the Dealer Manager
to inform themselves about and to observe any such restrictions.
OFFER RESTRICTIONS
Neither this announcement nor the Tender and Consent Memorandum constitutes an
offer to buy or a solicitation of an offer to sell Notes or PPS, and tenders of
Notes or PPS in the relevant Offer will not be accepted from Holders, in any
jurisdiction in which such offer or solicitation is unlawful. In any
jurisdiction where the securities, blue sky or other laws require the relevant
Invitation to be made by a licensed broker or dealer and the Dealer Manager or
any of its affiliates is such a licensed broker or dealer in such jurisdiction,
the relevant Invitation shall be deemed to be made on behalf of the Bank by the
Dealer Manager or the relevant affiliates (where it is so licensed).
United Kingdom
The communication of this announcement, the Tender and Consent Memorandum and
any other documents or materials relating to the Invitations is not being made
and such documents and/or materials have not been approved by an authorised
person for the purposes of section 21 of the Financial Services and Markets Act
2000. Accordingly, such documents and/or materials are not being distributed to,
and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials 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
None of the Invitations, this announcement, the Tender and Consent Memorandum or
any other documents or materials relating to the Invitations have 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
therefore the Invitations 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 (the "Financial
Services Act").
In addition, the Invitations (in respect of the 2015 Euro Notes, the Perpetual
Euro Notes, the Perpetual RCIs, the AIB UK I PPS, the 2015 Dollar Notes, the
2030 Sterling Notes and the 2025 Sterling Notes only) are not addressed to, and
neither this announcement, the Tender and Consent Memorandum nor any other
documents, materials or information relating, directly or indirectly, to the
Invitations (in respect of the 2015 Euro Notes, the Perpetual Euro Notes, the
Perpetual RCIs, the AIB UK I PPS, the 2015 Dollar Notes, the 2030 Sterling Notes
and the 2025 Sterling Notes only) can be distributed or otherwise made available
(either directly or indirectly) to any person in Italy other than:
(i) to qualified investors (investitori qualificati) pursuant to article
34-ter, paragraph 1, letter (b), of CONSOB Regulation No. 11971 of 14 May 1999,
as amended from time to time (the "Consob Regulation") acting on their own
account; or
(ii) in any other circumstances where an express exemption from
compliance with the restrictions on public purchases or exchange offers applies
pursuant to the Financial Services Act or the Consob Regulation.
Belgium
Neither this announcement, the Tender and Consent Memorandum nor any other
documents or materials relating to the Invitations have 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) and,
accordingly, the Invitations may not be made in Belgium by way of a public
offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public
takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on
the public offer of placement instruments and the admission to trading of
placement instruments on regulated markets (the "Belgian Public Offer Law"),
each as amended or replaced from time to time. Accordingly, the Invitations may
not be advertised and the Invitations will not be extended, and neither this
announcement, the Tender and Consent Memorandum nor any other documents or
materials relating to the Invitations (including any memorandum, information
circular, brochure or any similar documents) 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 and the Tender and Consent Memorandum have been issued only for the
personal use of the above qualified investors and exclusively for the purpose of
the Invitations. Accordingly, the information contained in this announcement and
the Tender and Consent Memorandum may not be used for any other purpose or
disclosed to any other person in Belgium.
France
The Invitations are not being made, directly or indirectly, to the public in the
Republic of France ("France"). Neither this announcement, the Tender and Consent
Memorandum nor any other documents or materials relating to the Invitations have
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
participate in the Invitations. This announcement and the Tender and Consent
Memorandum have not been and will not be submitted to nor approved by the
Autorité des Marchés Financiers.
Ireland
This announcement, the Tender and Consent Memorandum and any other documents or
materials relating to the Invitations must not be distributed and no tender,
offer, sale, repurchase or placement of any Notes or PPS under or in connection
with the Invitations may be effected 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#1515784]
Unternehmensinformation / Kurzprofil:
Datum: 13.05.2011 - 14:00 Uhr
Sprache: Deutsch
News-ID 54653
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contact information:
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"ALLIED IRISH BANKS, P.L.C. (THE "BANK") ANNOUNCES OFFER TO PURCHASE FOR CASH"
steht unter der journalistisch-redaktionellen Verantwortung von
Allied Irish Banks, p.l.c. (Nachricht senden)
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