TIDMBWSA
RNS Number : 1390H
Bristol & West PLC
25 July 2023
Bank of Ireland Group plc (together with its subsidiaries the
"Group")
Tender offers for legacy perpetual instruments
25 July 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT, INCLUDING
THE UNITED STATES OR ANY U.S. PERSON.
On 21 June 2023, Bank of Ireland Group announced tender offers
and a consent solicitation exercise (the "Offers") in respect of
the following legacy perpetual instruments (the "Instruments").
Instrument Name ISIN Offeror
12% Euro Preference Stock IE0000730790 Bank of Ireland Nominee 3
Limited
------------ -------------------------------
12.625% Sterling Preference IE0000730808 Bank of Ireland Nominee 3
Stock ("Sterling Preference Limited
Stock")
------------ -------------------------------
8.125% Preference Shares GB0000510205 The Governor and Company
of the Bank of Ireland ("BOI")
------------ -------------------------------
13.375% Bonds GB0000510312 BOI, acting through its United
Kingdom branch
------------ -------------------------------
A deadline of 1:00 p.m. (UK time) on 29 June 2023 was set for
Institutional Investors to participate in the Offers, subject to
the Offerors' discretion to extend that deadline. Following a
request from an Institutional Investor in respect of the Sterling
Preference Stock, each of the Offerors has decided to consider for
acceptance tenders of the Instruments, or (where applicable) accept
voting instructions, validly submitted by Institutional Investors
prior to 1.00 p.m. (UK time) on 2 August 2023 (the "Deadline").
Each of the Offers is made on the terms of and subject to the
conditions contained in the offer memorandum for each relevant
Instrument, available at https://www.dfkingltd.com/boi/ (the "Offer
Memoranda"). Capitalised terms not otherwise defined in this
announcement have the same meaning as assigned to them in the Offer
Memoranda .
As detailed in the Offer Memoranda, each Offeror's decision on
whether to accept valid tenders of Instruments received pursuant to
the relevant Offers will not be confirmed or announced until the
relevant dates after the Deadline.
The following information is for the attention of holders of the
Sterling Preference Stock:
-- Bank of Ireland Nominee 3 Limited (the "Preference Stock
Offeror") has now received valid tenders in respect of more than
80% of the Sterling Preference Stock, 59.62% of which were accepted
on 30 June 2023, with the remainder received after 1pm on 29 June
2023. If these additional tenders are accepted by the Preference
Stock Offeror following the Deadline, the Preference Stock Offeror
will have the right, but not the obligation, to compulsorily
acquire (on the same terms) the remaining Sterling Preference Stock
that is not owned by the Preference Stock Offeror following the
completion of the relevant Offer.
Ends
For further information please contact:
Bank of Ireland
Mark Spain, Group Chief Financial Officer +353 1 2508900 ext
43291
Eamonn Hughes, Chief Sustainability & Investor Relations
Officer +353 (0)87 2026325
Darach O'Leary, Head of Group Investor Relations +353 (0)87
9480650
Damien Garvey, Head of Group External Communications and Public Affairs +353 (0)86 8314435
OFFER AND DISTRIBUTION RESTRICTIONS
Not for release, publication or distribution in or into or to
any person located or resident in the United States, its
territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands, any state of the United States and the District of
Columbia) or to any U.S. person (as defined in Regulation S under
the United States Securities Act of 1933 as amended). Not for
release, publication or distribution in or into, or to any person
located or resident in, any other jurisdiction where it is unlawful
to release, publish or distribute this document.
None of this announcement nor any of the Offer Memoranda
constitute an offer or an invitation to participate in the Offers
in the United States or in any jurisdiction in or from which, or to
any person to whom, it is unlawful to make the relevant offer or
invitation under applicable securities laws. The distribution or
communication of this announcement and the Offer Memoranda in
certain jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memoranda come
are required by each of the offerors, the Dealer Managers, the
Receiving Agent and the Retail Information Agent to inform
themselves about, and to observe, any such restrictions.
This announcement, the Offer Memoranda and any other documents
or materials relating to the Offers 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, and may only be acted
upon by, those persons in the United Kingdom falling within Article
43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion Order")
(which includes an existing member or creditor of the relevant
issuer and, therefore, includes the holders of the relevant
instruments) or within the definition of investment professionals
(as defined in Article 19(5) of the Financial Promotion Order) or
any other persons to whom it may otherwise lawfully be made under
the Financial Promotion Order.
DISCLAIMERS
This announcement contains certain forward-looking statements
that reflect the Bank of Ireland Group's and/or each of the
offeror's intent, beliefs or current expectations about the future
and can be recognised by the use of words such as "expects,"
"will,", "anticipate," or words of similar meaning. These
forward-looking statements are not guarantees of any future
performance and are necessarily estimates reflecting the best
judgment of the senior management of the Bank of Ireland Group
and/or the offeror in respect of each offer and involve a number of
risks and uncertainties that could cause actual results to differ
materially from those suggested by the forward-looking statements.
As a consequence, these forward-looking statements should be
considered in light of various important factors that could cause
actual results to differ materially from estimates or projections
contained in the forward-looking statements, which include, without
limitation, the risk factors set forth in the Offer Memoranda. The
offerors cannot guarantee that any forward-looking statement will
be realised, although they believe they have been prudent in their
respective plans and assumptions. Achievement of future results is
subject to risks, uncertainties and assumptions that may prove to
be inaccurate. Should known or unknown risks or uncertainties
materialise, or should underlying assumptions prove inaccurate,
actual results could vary materially from those anticipated,
estimated or projected. Neither the Bank of Ireland Group nor the
offeror in respect of each offer undertakes no obligation to update
publicly or release any revisions to these forward-looking
statements to reflect events or circumstances or to reflect the
occurrence of unanticipated events, except as required by
applicable law.
This information is provided by RNS, the news service of the
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Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
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END
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