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Ulster Bank Ireland DAC - Tender Offer & Consent Solicitation (IE) - Results

Announcement by Ulster Bank Ireland DAC - RESULTS OF MEETINGS OF BONDHOLDERS - IE0004325282


15 NOVEMBER 2023


Full announcement including disclaimers and offer restrictions available via Lonse


"

NOTICE OF RESULTS OF TENDER OFFER AND MEETING

 

in relation to the Meeting of the holders of its outstanding

STG £5,000,000 (of which £1,148,000 is outstanding) Floating Rate Subordinated Bonds (ISIN: IE0004325282) (the "Bonds")


Background


On 13 September 2023, Ulster Bank Ireland DAC (the "Issuer") announced invitations to holders of the outstanding Bonds to tender any or all of the Bonds for purchase by the Issuer for cash subject to the conditions described in the tender offer and consent solicitation memorandum dated 13 September 2023 (the "Memorandum") (such invitation, the "Offer"), including in the case of the Offer, the offer and distribution restrictions described and set out in the Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Memorandum.


Pursuant to an announcement dated 25 October 2023 (the "Extension Announcement") the Expiration Deadline of the Offer was extended to 1.00 p.m. (London time) on 13 November 2023.


In conjunction with the Offer, pursuant to a Notice of Meeting in respect of the Bonds dated 13 September 2023 and a Notice of Adjourned Meeting (as defined below), the Bondholders were invited to consent to certain modifications to the terms and conditions of the Bonds to provide for the redemption of any Bonds that are not purchased pursuant to the Offer at the Redemption Price (which is equivalent to the Purchase Price offered by the Issuer pursuant to the Offer) plus the Accrued Interest Payment, all as proposed by the Issuer for approval in the form of the Resolution at a meeting of the Bondholders (the "Adjourned Meeting" and such invitation the "Proposal").


Results of the Offer and the Proposal


The Offer in respect of the Bonds expired at 1.00 p.m. (London time) on 13 November 2023. As of the Expiration Deadline valid tenders in respect of £301,000 in principal amount of the Bonds have been received.

The Issuer has decided to accept for purchase all Bonds validly tendered pursuant to the Offer in respect of the Bonds.


The Settlement Date for the Offer in respect of the Bonds is expected to be 22 November 2023.


NOTICE IS HEREBY GIVEN to the holders of the Bonds that, at the Adjourned Meeting of such holders held at the offices of A&L Goodbody LLP at 3 Dublin Landings, North Wall Quay, International Financial Services Centre, Dublin 1, D01 C4E0, Ireland on 15 November 2023, the Resolution set out in the Notice of Adjourned Meeting in respect of the Bonds dated 25 October 2023 (the "Notice of Adjourned Meeting"), previously notified to Bondholders in accordance with the terms and conditions of the Bonds (the "Conditions"), was duly passed as the quorum and voting thresholds were met and the Amendment Deed to implement the Resolution was subsequently executed.


Pursuant to Condition 4(f) of the Conditions of the Bonds, the Issuer shall on 22 November 2023 redeem all, but not some only, of the Bonds not purchased pursuant to the Offer."


...


 

Announcement by Ulster Bank Ireland DAC - Extension of Tender Offer and Consent Solicitation (IE0004325282) & Results of Meetings of Bondholders (IE0004325399 & IE0004325514)

25 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Lonse Results & Lonse


...


Ulster Bank Ireland DAC

(incorporated in Ireland as a designated activity company limited by shares, company number 25766)

(the "Issuer")

NOTICE OF RESULTS OF TENDER OFFERS AND MEETINGS

in relation to the Meetings of the holders of its outstanding

IEP £30,000,000 11.375% Subordinated Bonds (ISIN: IE0004325399) (the "11.375% Bonds") STG £20,000,000 11.75% Subordinated Bonds (ISIN: IE0004325514) (the "11.75% Bonds")

(together, the "Bonds" and each a "Series")

...


"Holders of the STG £5,000,000 Floating Rate Subordinated Bonds (ISIN: IE0004325282) should refer to the separate Notice of Adjourned Meeting and Extension of Tender Offer and Consent Solicitation Announcement in respect of such bonds issued today by the Issuer via post, and published on the websites of Euronext Dublin and the regulatory news service of the London Stock Exchange.


Results of the Offers and the Proposals


The Offers in respect of the Bonds expired at 1.00 p.m. (London time) on 23 October 2023. As of the Expiration Deadline valid tenders in respect of EUR 24,346,432.49 in principal amount of the 11.375% Bonds and £6,486,500 in principal amount of the 11.75% Bonds have been received.


The Issuer has decided to accept for purchase all Bonds validly tendered pursuant to the Offers in respect of the Bonds. The Settlement Date for the Offers in respect of the Bonds is expected to be 1 November 2023.


NOTICE IS HEREBY GIVEN to holders of the Bonds that, at the Meetings of such holders held at the offices of A&L Goodbody LLP at 3 Dublin Landings, North Wall Quay, International Financial Services Centre, Dublin 1, D01 C4E0, Ireland earlier today, each of the Resolutions set out in the relevant Notices of Meetings in respect of the Bonds dated 13 September 2023 (each a "Notice of Meeting"), previously notified to Bondholders in accordance with the terms and conditions of the relevant Bonds (each, the "Conditions"), were duly passed and each Amendment Deed to implement the relevant Resolution was subsequently executed.


Pursuant to Condition 4(f) of the Conditions of each Series, the Issuer shall on 1 November 2023 redeem all, but not some only, of the Bonds of such Series not purchased pursuant to the relevant Offer."


...


EXTENSION...


...


"The Meeting was held at 10.00 a.m. (London time) on 25 October 2023 but was adjourned for want of quorum. For further information in respect of the adjourned Meeting, please see the Notice of Adjourned Meeting to be given to Bondholders by the Issuer today in accordance with the Conditions (by delivery by post to the Bondholders shown on the Register on the Record Date). Such notice has also been published on the website of Euronext Dublin and via RNS. If the Proposal is successful, the expected settlement date for the Bonds that are not purchased pursuant to the Offer is expected to be 22 November 2023. As of 1.00 p.m. (London time) on 23 October 2023, the Tender Instructions and Voting Only Instructions received were all in favour of the Resolution.


Extension of Expiration Deadline


The Issuer has determined that the Expiration Deadline will be extended to 1.00 p.m. (London time) on 13 November 2023, unless (in respect of the Offer only) extended, withdrawn or terminated at the sole discretion of the Issuer. The Settlement Date is expected to be 22 November 2023.


All references to the "Expiration Deadline" and the "Settlement Date" in this announcement and the Memorandum shall be to the relevant date set out in this announcement.


Bondholders who have already validly submitted a Tender Instruction or Voting Only Instruction do not need to take any further action."


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Announcement by Ulster Bank Ireland DAC launching a Tender Offer and Consent Solicitation

13 SEPTEMBER 2023


Full announcement including disclaimers and offer restrictions available via Euronext


"Ulster Bank Ireland DAC (the "Issuer") today announces its invitations to holders of its outstanding STG £5,000,000 Floating Rate Subordinated Bonds (the "Floating Rate Bonds"), IEP £30,000,000 11.375% Subordinated Bonds (the "11.375% Bonds") and STG £20,000,000 11.75% Subordinated Bonds (the "11.75% Bonds" and, together with the Floating Rate Bonds and the 11.375% Bonds, the "Bonds" and each a "Series") to tender any or all of the Bonds for purchase by the Issuer for cash subject to the conditions described in the tender offer and consent solicitation memorandum dated 13 September 2023 (the "Memorandum") (in respect of each Series, such invitation an "Offer" and, together, the "Offers"), including in the case of the Offers, the offer and distribution restrictions described below and set out more fully in the Memorandum.


In conjunction with the Offers, the Bondholders are being invited to consent to certain modifications to the terms and conditions of the relevant Series to provide for the redemption of any Bonds of such Series that are not purchased pursuant to the relevant Offer at the relevant Redemption Price (which is equivalent to the corresponding Purchase Price offered by the Issuer pursuant to such Offer) plus the Accrued Interest Payment, all as proposed by the Issuer for approval in the form of the relevant Resolution at separate meetings of the Bondholders of each Series (each a "Meeting" and, in respect of each Series, such invitation a "Proposal" and, together, the "Proposals")."


...

Notes:

(1) Expressed as a percentage applicable to such Series (not including accrued interest). For further details on the amounts payable to Bondholders see "Total amount payable to Bondholders" below.


...


"Rationale


The Issuer is currently undergoing the process of a phased withdrawal from the Republic of Ireland (see the Memorandum for further information) and, in light of this phased withdrawal, the Issuer is seeking to implement the Offers and the Proposals to retire its legacy subordinated liabilities. The Bonds are no longer required for the Issuer to meet its capital requirements and, in any event, have ceased to be eligible for inclusion in the Issuer's Tier 2 capital and own funds.


The Offers and Proposals are not related to any other transaction, activity or communications which the Issuer is undertaking as part of the phased withdrawal.


For further information on future plans for the Issuer as an entity and how this could impact Bondholders see the Memorandum."


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