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Bank of Ireland Group Plc - Tender Offer & Consent Solicitation - Interim Results

Updated: Jul 2, 2023

The Governor and Company of the Bank of Ireland(acting through its United Kingdom branch)announces interim results following the Institutional Investor Tender Deadline and Institutional Investor Consent Deadline with respect to the Offers relating to the £75,000,000 133/8 per cent. Unsecured Perpetual Subordinated Bonds (ISIN:GB0000510312)

30 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Euronext (Source: Bank of Ireland Group Plc)


"On 21 June 2023,The Governor and Company of the Bank of Ireland (acting through its United Kingdom branch)(the "Offeror" or "BOI") had launched an invitation to holders of its £75,000,000 133/8 per cent. Unsecured Perpetual Subordinated Bonds (ISIN:GB0000510312) (the"Bonds") to (a) tender any and all of their Bonds for purchase by Elgin Securities DAC (the"Purchaser") for cash (the"Tender Offer"); and (b) approve the modification of the terms and conditions of the Bonds to provide for BOI to redeem all, but not some only, of the outstanding Bonds on the Redemption Date (the"Consent Solicitation"and, together with the Tender Offer, the"Offers").


The Offers were made on the terms and subject to the conditions set out in the offer memorandum dated 21 June 2023 (the "Offer Memorandum") and are subject to the offer and distribution restrictions set out below.

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer Memorandum.


The Tender Offer forInstitutional Investors expired at 1:00 p.m. (UK time) on 29 June 2023 (the"Institutional Investor Tender Deadline").


The Consent Solicitation for Institutional Investors expired at 1:00 p.m. (UK time) on 29 June 2023 (the"Institutional Investor Consent Deadline").


As at the Institutional Investor Tender Deadline, the Offeror had received valid tenders for purchase by the Purchaser pursuant to the Tender Offer of £19,997,811 in aggregate principal amount of the Notes.


As at the Institutional Investor Consent Deadline, the Offeror had received Voting Only Instructions in respect of £147,000 in aggregate principal amount of the Notes, of which £12,000 in aggregate principal amount of the Notes were in favour of the Consent Solicitation.


The Offeror has received sufficient Tender Instructions and Voting Only Instructions for the quorum to be achieved at the adjourned Meeting, though not at the original Meeting. Based on the Tender Instructions and Voting Only Instructions received as at the above deadlines, the Extraordinary Resolution would be passed at the adjourned Meeting. If the Extraordinary Resolution is passed, in order for any Retail Investor to be eligible to receive the Voting Fee, it would need to have submitted either a Tender Instruction or a Voting Only Instruction specifying 'Option 2' by the Retail Investor Tender Deadline or the Retail Investor Consent Deadline, as the case may be.


The aggregate principal amount of the Notes in respect of which either Tender Instructions (which also constitutes a vote in favour of the Consent Solicitation) or Voting Only Instructions have been received as at the above deadlines is set out below:"



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"DEADLINES FOR RETAIL INVESTORS

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The Tender Offer for Retail Investorswill expire at 1:00 p.m. (UK time) on 2 August 2023 (the"Retail Investor Tender Deadline").


The Consent Solicitation for Retail Investors will expire at 1:00 p.m. (UK time) on 2 August 2023 (the"Retail Investor Consent Deadline")."


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Bank of Ireland Group plc (together with its subsidiaries the "Group") Launch of Tender Offers for Legacy Perpetual Instruments

21 JUNE 2023


Full announcement including disclaimers and offer restrictions available via PRN (Source: Bank of Ireland Group Plc)


"LONDON, June 21, 2023 /PRNewswire/ -- Bank of Ireland Group is today inviting holders of the following legacy perpetual instruments (the "instruments") to tender any and all of their holdings at a premium (the "Offers"):


(i) 12.625% Non-Cumulative Sterling Preference Stock of £1.00 each of the Governor and Company of the Bank of Ireland ("GovCo") pursuant to an invitation by Bank of Ireland Nominee 3 Limited, a subsidiary of Bank of Ireland Group plc;


(ii) 12% Non-Cumulative Euro Preference Stock of €1.27 each of GovCo, pursuant to an invitation by Bank of Ireland Nominee 3 Limited, a subsidiary of Bank of Ireland Group plc;


(iii) 8.125% Non-Cumulative Non-Redeemable Preference Shares issued by Bristol & West plc, pursuant to an invitation by GovCo; and


(iv) 13.375% Unsecured Perpetual Subordinated Bonds of GovCo (the "GovCo Bonds"), pursuant to an invitation by GovCo (acting through its United Kingdom branch).


As part of the Offers, the Group is also launching a consent solicitation asking holders of the GovCo Bonds to vote on a resolution to insert a call option into the terms and conditions of the GovCo Bonds which will allow GovCo to redeem the GovCo Bonds. Holders who tender their GovCo Bonds or vote as part of the consent solicitation will receive a voting fee in the event the resolution is passed.


The Offers form part of the Group's ongoing review of its capital structure to achieve, among other things, a retirement of inefficient legacy perpetual instruments.


The instruments, issued between 1991 and 1997, no longer qualify as regulatory capital, and instruments of this nature are no longer issued by the Group. The instruments are complex from both an operational and regulatory point of view and do not benefit from a liquid trading market.


The Group will be engaging comprehensively with holders of the instruments on the Offers and has appointed D.F. King Ltd to operate a dedicated phone line which will be available to answer all queries. The terms of the Offers and contact details for D.F. King Ltd are set out in further detail in the offer memoranda published today and available at the link below (the "Offer Memoranda"):"



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