TIDMALBK
RNS Number : 5568Y
Allied Irish Banks PLC
06 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.
6 December 2017
ALLIED IRISH BANKS, P.L.C. ("AIB BANK")
Resolution strategy for AIB Bank and its subsidiaries ("AIB" or
the "AIB Group"):
High Court approval of the Scheme and the related AIB Bank
reduction of capital
As announced on 2 October 2017, AIB Bank intends to implement a
corporate reorganisation pursuant to which a new company, AIB Group
plc ("AIB HoldCo") will be introduced as the holding company of the
AIB Group. This new corporate structure will be implemented by
means of a scheme of arrangement under Chapter 1 of Part 9 of the
Companies Act 2014 (and a related reduction of capital of AIB Bank)
(the "Scheme").
On 3 November 2017, at the High Court convened Court Meeting and
the EGM of AIB Bank, AIB Bank shareholders approved the resolutions
necessary to implement the Scheme.
High Court Approval
AIB Bank is pleased to announce that today, 6 December 2017, the
High Court sanctioned the Scheme (including the AIB Bank reduction
of capital) on the basis of the terms set out in the Circular
(without modification). A formal order confirming the decision of
the High Court is expected to be issued shortly (the "Court
Order").
Scheme Record Time and Effective Date
The Scheme will become effective immediately upon the filing of
the Court Order with the Companies Registration Office.
It is proposed that the High Court Order will be filed and the
Scheme will become effective no later than Friday, 8 December 2017,
within the 21 day time period required under the Companies Act
2014.
Application for admission of AIB HoldCo Shares
Applications have been made by AIB HoldCo for admission of the
entire issued ordinary share capital of AIB HoldCo 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
("Main Markets") (together "Admission").
It is expected that Admission will become effective and that
dealings in AIB HoldCo Shares on the Main Markets will commence at
8.a.m on Monday, 11 December 2017.
- 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
MSCTFBMTMBAMBRR
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