NOT
FOR
RELEASE,
PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND OR ANY OTHER STATE OR
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE
AT THE END OF THIS ANNOUNCEMENT
27
January 2025
Intention to dispose of
approximately 5% of AIB Group plc by the Irish
State
The Minister for Finance, Paschal
Donohoe TD, today announces his intention to sell part
of the Irish
State's shareholding in AIB
Group plc
(the "Company"). The
disposal of these shares (the
"Placing Shares")
will
be by way of a placing to
institutional investors (the "Placing").
The price at which
the Placing
Shares are sold
(the "Placing Price") will be
determined by way
of an accelerated
book building process. The books will open with immediate effect following this announcement.
The
Placing is expected
to comprise approximately 116 million of
the Company's ordinary shares,
representing
approximately 5% of
the issued ordinary capital
of the Company. As a result of the Placing,
the overall size of the Irish State's shareholding in the Company
will be reduced from approximately 17.5% to approximately
12.5%.
The Minister has also undertaken to the Joint Bookrunners
not to sell further shares in the Company
for the period of 90 calendar days
following the completion of the Placing
without the prior written consent of the
Joint Bookrunners. While this undertaking also applies to any sales
through the Minister's trading plan announced by way of Regulatory
News Service on 21 December 2021, extended on 23 June 2022, 5
January 2023, 27 June 2023, 8 January 2024, 28 June 2024 and
further extended with effect from 24 January 2025, it will only do
so for the period of 30 calendar days following the completion of
the Placing.
BNP Paribas, BofA Securities Europe
SA, Goldman Sachs International and Goodbody Stockbrokers UC have
been appointed to act as Joint Bookrunners in connection with the
Placing.
N.M. Rothschild & Sons Limited
("Rothschild & Co") is acting as independent financial adviser
and William Fry LLP and Allen Overy Shearman Sterling LLP are
acting as legal counsel to the Department of Finance in connection
with the Placing.
Details of the Placing Price and the
exact number of Placing Shares will be announced in due
course.
As referenced above, the Minister
also announces that he has extended the AIB share trading plan for
a further six-month term. The share trading plan will become
operational again following the expiration of the applicable
lock-up and will now terminate no later than 23 July 2025 (unless
further extended). The trading plan will continue to be managed by
Merrill Lynch International. The trading plan will continue to
include provisions that (a) the Minister's intention is to target
that up to, but no more than, 15% of the expected aggregate total
trading volume in the Company is to be sold over the duration of
the trading plan, and (b) shares may not be sold under the trading
plan below a price per share that the Department of Finance
determines represents fair value and delivers best value for the
taxpayer throughout the term of the trading plan. The actual number
of shares sold will depend on market conditions, among other
factors. Proceeds generated from the latest phase of the AIB
trading plan amount to approximately €628.2 million. In total,
approximately €2.1 billion has been raised from the AIB trading
plan since it became operational in January 2022.
Enquiries:
Brian Meenan, Press Officer,
Department of Finance, +353 1 6045875 or +353 87 2198857
pressoffice@finance.gov.ie
Disclaimer
The distribution of this announcement
and the offer and sale of the Placing Shares in certain
jurisdictions may be restricted by law. The Placing Shares may not
be offered to the public in any jurisdiction in circumstances which
would require the preparation or registration of any prospectus or
offering document relating to the Placing Shares in such
jurisdiction. No action has been taken by the Minister for Finance
or any of his affiliates that would permit an offering of the
Placing Shares or possession or distribution of this announcement
or any other offering or publicity material relating to such
securities in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such
restrictions.
This press release is for information
purposes only and does not constitute or form a part of an offer to
sell or a solicitation of an offer to purchase any security of the
Company in the United States or in any other jurisdiction where
such offer or solicitation is unlawful. The securities of the
Company described in this press release have not been and will not
be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or any applicable state or foreign
securities laws and may not be offered or sold in the United States
absent registration or an exemption from the registration
requirements of the Securities Act. There shall be no public
offering of securities in the United States.
In member states of the European
Economic Area (each, a "Relevant Member State"), this announcement
and any offer if made subsequently is directed exclusively at
persons who are 'qualified investors' within the meaning of
Regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Qualified
Investors"). In the United Kingdom this announcement is directed
exclusively at persons who are 'qualified investors' within the
meaning of the Prospectus Regulation (as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal)
Act 2018) (i) who have professional experience in matters relating
to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or (ii) who fall within Article 49(2)(a) to
(d) of the Order, and (iii) to whom it may otherwise lawfully be
communicated.
BofA Securities Europe SA, which is
authorized as an investment firm by the Autorité de Contrôle
Prudentiel et de Résolution ("ACPR"), is regulated by the ACPR and
the Autorité des Marchés Financiers, and is not a credit
institution, Goldman Sachs International which is authorised by the
Prudential Regulation Authority (the "PRA") and regulated by the
Financial Conduct Authority (the "FCA") and the PRA in the United
Kingdom, Goodbody Stockbrokers UC which is authorised and regulated
in Ireland by the Central Bank of Ireland and in the United Kingdom
is authorised and regulated by the FCA, BNP Paribas which is
authorised and regulated by the European Central Bank and the
Autorité de contrôle prudentiel et de résolution and authorised by
the Prudential Regulation Authority and is subject to regulation by
the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority (together the "Joint Bookrunners")
and N.M. Rothschild & Sons Limited (the "Adviser") which is
authorised and regulated by the FCA in the United Kingdom, are
acting on behalf of the Minister for Finance and no one else in
connection with any offering of the Placing
Shares and will not be responsible to any other person for
providing the protections afforded to any of their respective
clients or for providing advice to any other person in relation to
any offering of the Placing Shares. None of the Joint Bookrunners
nor the Adviser will regard any other person as its client in
relation to the offering of the Placing Shares. No representation
or warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by any of the Joint Bookrunners, the Adviser or by any of
their respective affiliates or agents as to or in relation to, the
accuracy, completeness or sufficiency of this announcement or any
other written or oral information made available to or publicly
available to any interested party or its advisers in connection
with the Minister for Finance, the Company, the Placing Shares, the
Placing or any of the arrangements described herein, and any
liability therefore is expressly disclaimed.
No Placing Shares will be available
to any investor whose purchase of such Placing Shares, whether on
its own account or as a fiduciary or agent for one or more investor
accounts, would require regulatory consent in any jurisdiction
(including, without limitation, under the UK Financial Services and
Markets Act 2000 or the United States Bank Holding Company Act of
1956).
