TIDMALBK
RNS Number : 9264Y
Allied Irish Banks PLC
11 December 2017
This announcement and the information contained herein is
restricted and not for release, publication or distribution,
directly or indirectly, in whole or in part, into any jurisdiction
in which release, publication or distribution would be
unlawful.
This announcement does not constitute a prospectus or a
prospectus equivalent document. This announcement does not
constitute an offer, a solicitation of an offer or an invitation to
any person to subscribe for or to purchase (whether directly or
indirectly) any securities. No shares in Allied Irish Banks, p.l.c.
or AIB Group plc have been marketed to, nor are any such shares
available for purchase by, the public in Ireland, the United
Kingdom or elsewhere in connection with the matters described
herein.
Terms used and not otherwise defined in this announcement have
the meaning given to such terms in the circular published by Allied
Irish Banks, p.l.c. on 10 October 2017.
11 December 2017
ALLIED IRISH BANKS, P.L.C. ("AIB Bank")
AIB GROUP PLC ("AIB HoldCo")
Update on the resolution strategy for AIB Bank and its
subsidiaries ("AIB" or the "AIB Group") and admission to trading of
the AIB HoldCo Shares
The scheme of arrangement pursuant to which AIB HoldCo is
introduced as the holding company of the AIB Group became effective
at 6 p.m. on Friday, 8 December 2017 (the "Scheme Effective Date").
Trading in ordinary shares in AIB HoldCo ("AIB HoldCo Shares") will
commence at 8.00 a.m. today, Monday, 11 December 2017.
Settlement of AIB HoldCo Shares
In accordance with the terms of the Scheme, AIB Bank
Shareholders (other than AIB HoldCo) ("Scheme Shareholders") at
6.00 p.m. on Friday, 8 December 2017 have been issued with one AIB
HoldCo Share for every AIB Bank Share held at such time.
Scheme Shareholders who held their AIB Bank Shares in
uncertificated form will have their CREST accounts credited with
their entitlement to AIB HoldCo Shares today Monday, 11 December
2017. Scheme Shareholders who held their AIB Bank Shares in
certificated form will be issued with share certificates in respect
of their AIB HoldCo Shares in January 2018.
Shareholders are advised that all instructions, mandates,
elections, communication preferences and group requirements
relating to notices and other communications in respect of ordinary
shares in effect on the Scheme Effective Date will, unless and
until varied or revoked, be deemed from the Scheme Effective Date
to be valid and effective mandates or instructions to AIB HoldCo in
relation to the corresponding holding of AIB HoldCo Shares.
Cancellation of listing of AIB Bank Shares
Friday, 8 December 2017 was the last day of trading in AIB Bank
Shares and the AIB Bank Shares will therefore be delisted from the
primary listing segment of the Official List of the Irish Stock
Exchange and the premium listing segment of the Official List of
the FCA and from trading on the Irish Stock Exchange's main
securities market and the London Stock Exchange's main market for
listed securities with effect from 8.00 a.m. today. AIB Bank Shares
in uncertificated form have been disabled in CREST. In accordance
with the terms of the Scheme, the Cancellation Shares have been
cancelled and 2,714,381,237 AIB Bank Shares have been issued to AIB
HoldCo.
Admission to trading of AIB HoldCo Shares
With effect from 8.00 a.m. today, Monday 11 December 2017, the
entire issued ordinary share capital of AIB HoldCo will be admitted
to the primary listing segment of the Official List of the Irish
Stock Exchange and to the premium listing segment of the Official
List of the FCA and to trading on the Irish Stock Exchange's main
securities market and the London Stock Exchange's main market for
listed securities.
The AIB HoldCo Shares are registered under ISIN: IE00BF0L3536
for both the Irish Stock Exchange and the London Stock Exchange.
The SEDOL for the Irish Stock Exchange will be BF0L353. The SEDOL
for the London Stock Exchange will be BF4KR65. The TIDM for AIB
HoldCo Shares on the Irish Stock Exchange and the London Stock
Exchange will be AIBG.
Share capital/Voting rights
AIB HoldCo confirms that the total number of AIB HoldCo Shares
in issue at 11 December 2017 is 2,714,381,237 with a nominal value
of EUR2.47 each, with each AIB HoldCo Share carrying the right to
one vote. AIB HoldCo does not hold any AIB HoldCo Shares in
treasury. AIB HoldCo also confirms that it has 40,000 Subscriber
Shares in issue with a nominal value of EUR0.625 each, which shares
carry no voting or income rights and have only limited rights on a
return of capital. The 40,000 Subscriber Shares will be redeemed at
par and cancelled at an appropriate time. AIB HoldCo does not hold
any subscriber shares in treasury.
In accordance with the requirements of the Transparency
(Directive 2004/109/EC) Regulations 2007 (as amended) (the "Irish
Transparency Regulations"), each major shareholder in AIB Bank, who
following the Scheme becoming effective became a major shareholder
in AIB HoldCo, is required to file a Form TR-1 to reflect its
holding of shares in AIB HoldCo on the Scheme becoming effective.
The Form TR-1 should be sent to both AIB HoldCo and to the Central
Bank of Ireland as soon as possible but not later than 13 December
2017.
The figure which may be used by shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in AIB HoldCo under the Irish Transparency Regulations and the
Transparency Rules issued by the Central Bank of Ireland thereunder
(the "Irish Transparency Rules") is, therefore, 2,714,381,237.
AIB HoldCo Reduction of Capital
AIB HoldCo has sought the approval of the High Court for a
reduction of AIB HoldCo's share capital by reducing the nominal
value of the AIB HoldCo Shares from EUR2.47 to EUR0.625 (i.e.
thereby replicating the nominal value of AIB Bank Shares). The High
Court hearing for such purpose is scheduled to occur on Wednesday,
13 December 2017 and a further announcement will be made following
such hearing.
Transparency Directive
In conformity with Regulation 2A(4)(a) of the Irish Transparency
Regulations, AIB HoldCo notifies the public that its Home Member
State for the purposes of the Irish Transparency Regulations, the
Irish Transparency Rules and the Transparency Directive (Directive
2004/109/EC) is Ireland.
- Ends -
For further information, please contact:
Mark Bourke Niamh Hore Orla Bird
Chief Financial Investor Relations Head of Communications
Officer AIB Bankcentre AIB Bankcentre
AIB Bankcentre Dublin Dublin
Dublin Tel: +353-1-6411817 Tel: +353-1-6415375
Tel: +353-1-6412195 email: email:
email: niamh.a.hore@aib.ie orla.c.bird@aib.ie
mark.g.bourke@aib.ie
FORWARD-LOOKING STATEMENTS
This announcement may contain certain forward-looking statements
with respect to the financial condition, results of operations and
business of the AIB Group and certain plans and objectives of the
AIB Bank Board or the AIB HoldCo Board. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "will", "may",
"should", "would", "could", their negative or other variations or
other words of similar meaning. These statements are based on
assumptions and assessments made by the AIB Bank Board or (as the
case may be) the AIB HoldCo Board in light of their respective
experiences and its perceptions of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty and the factors described in the
context of such forward-looking statements in this announcement
could cause actual results or developments to differ materially
from those expressed in, reflected or contemplated in, or implied
by, such forward-looking statements. As a result, investors should
not rely on such forward-looking statements in making their
investment decisions. No representation or warranty is made as to
the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this announcement. None
of AIB Bank, the AIB Bank Board, AIB HoldCo or the AIB HoldCo Board
assume any obligation to update or correct the information
contained in this announcement, whether as a result of new
information, future events or otherwise, except to the extent
legally required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such date. Nothing
contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of the
AIB Group except where expressly stated.
IMPORTANT NOTICES
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness.
The contents of this announcement are not to be construed as
legal, financial or tax advice. Each prospective investor should
consult his own legal adviser, financial adviser or tax adviser for
legal, financial or tax advice, respectively.
Goodbody Stockbrokers UC ("Goodbody"), trading as Goodbody, is
authorised and regulated in Ireland by the Central Bank of Ireland
and in the UK is authorised and subject to limited regulation by
the Financial Conduct Authority ("FCA"), is acting exclusively for
AIB Bank and AIB HoldCo as joint Irish sponsor and joint UK
sponsor, and no one else in connection with the matters referred to
in this announcement. It will not regard any other person (whether
or not a recipient of the Prospectus) as a client in relation to
the matters referred to in this announcement and will not be
responsible to anyone other than AIB Bank and AIB HoldCo for
providing the protections afforded to its clients for the contents
of this announcement or for providing any advice in relation to
this announcement or the matters referred to in this announcement.
Neither Goodbody, nor any of its directors, officers, employees,
advisers, agents, affiliates nor any other person acting on its
behalf accepts any responsibility or liability whatsoever for, or
makes any representation or warranty, express or implied, in
respect of, either the contents of this announcement including its
truth, accuracy, fairness or completeness (or as to whether any
information has been omitted)or any other information relating to
AIB Bank or AIB HoldCo, or on behalf of either of them, in
connection with either AIB Bank or AIB HoldCo, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in
connection therewith.
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised in the UK by the Prudential Regulation
Authority ("PRA") and regulated in the UK by the PRA and FCA, is
acting exclusively for AIB Bank and AIB HoldCo as joint Irish
sponsor and joint UK sponsor, and no one else in connection with
the matters referred to in this announcement. It will not regard
any other person (whether or not a recipient of the Prospectus) as
a client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than AIB
Bank and AIB HoldCo for providing the protections afforded to its
clients for the contents of this announcement or for providing any
advice in relation to this announcement or the matters referred to
in this announcement. Neither Morgan Stanley, nor any of its
directors, officers, employees, advisers, agents, affiliates, nor
any other person acting on its behalf accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, in respect of, either the contents of this
announcement including its truth, accuracy, fairness or
completeness (or as to whether any information has been omitted),
or any other information relating to AIB Bank or AIB HoldCo,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of this announcement or its contents or
otherwise arising in connection therewith.
NOTICE TO OVERSEAS INVESTORS
The release, publication or distribution of this announcement
and the documents referred to herein in jurisdictions other than
Ireland and the United Kingdom may be restricted by law and
therefore persons into whose possession any of this announcement
and the documents referred to herein come should inform themselves
about, and observe, any applicable restrictions or requirements.
Any failure to comply with such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, AIB Bank and AIB HoldCo
disclaim any responsibility or liability for the violation of such
requirements by any person.
This announcement and the documents referred to herein do not
constitute an offer or form part of any offer or invitation to
purchase, subscribe for, sell or issue, or a solicitation of an
offer to purchase, subscribe for, sell or issue, any securities
pursuant to this announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful. This announcement
does not comprise a prospectus or a prospectus equivalent
document.
NOTICE TO INVESTORS IN THE UNITED STATES
The Scheme relates to the shares of an Irish company (a "foreign
private issuer" as defined under Rule 3b-4 under the U.S.
Securities Exchange Act of 1934 (the "Exchange Act")) and is
proposed to be made by means of a scheme of arrangement and related
reduction of capital of AIB Bank provided for under, and governed
by, Irish law. Neither the proxy solicitation rules nor the tender
offer rules under the Exchange Act will apply to the Scheme.
Accordingly, the AIB HoldCo Shares to be issued pursuant to the
Scheme have not been and will not be registered under the U.S.
Securities Act of 1933 (the "Securities Act") or under the relevant
securities laws of any State or territory or other jurisdiction of
the United States, and are expected to be offered in the United
States in reliance upon the exemption from the registration
requirements of the Securities Act provided by section 3(a)(10)
thereof and exemptions provided under the laws of the States of the
United States in which eligible Scheme Shareholders may reside.
The AIB HoldCo Shares to be issued under or in connection with
the Scheme to a Scheme Shareholder who is neither an affiliate, for
the purpose of the Securities Act, of AIB Bank or AIB HoldCo on or
prior to the time the Scheme becomes effective nor an affiliate of
AIB HoldCo at the Scheme Effective Time would not be "restricted
securities" under the Securities Act. Scheme Shareholders who are
affiliates of AIB Bank or AIB HoldCo on or prior to the Scheme
Effective Time or affiliates of AIB HoldCo after the Scheme
Effective Time may, under Rule 145(d) under the Securities Act, be
subject to timing, manner of sale and volume restrictions on the
sale of AIB HoldCo Shares received in connection with the
Scheme.
The Scheme is subject to the disclosure requirements and
practices applicable in Ireland to schemes of arrangement and
capital reductions, which differ from the disclosure and other
requirements of U.S. securities laws.
None of the securities referred to in this announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this announcement. Any representation to the contrary
is a criminal offence in the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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