TIDMALBT
RNS Number : 9871I
Allied Irish Banks PLC
23 June 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND OR ANY
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
This announcement is an advertisement and not a prospectus (or
prospectus equivalent document) and is not an offer to sell, or a
solicitation of an offer to subscribe for or to acquire securities
in any jurisdiction, including in or into the United States,
Australia, Canada, Japan, the Republic of South Africa or
Switzerland. Investors should not purchase any shares referred to
in this announcement except on the basis of information in the
prospectus published by the Company on 12 June 2017 (the
"Prospectus") in connection with the proposed Offer and Admission.
Terms defined in the Prospectus have the same meaning when used in
this announcement. Nothing in this announcement is to be
interpreted as a term or condition of the Offer. Neither this
announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever in any jurisdiction.
Allied Irish Banks, p.l.c.
23 June 2017
Publication of Pricing Statement
Following the announcement earlier today by the Minister for
Finance that the Offer Price has been set at EUR4.40 per Ordinary
Share in respect of the offer by the Minister for Finance of
678,595,310 Ordinary Shares (excluding Over-allotment Shares) of
Allied Irish Banks, p.l.c. (the "Company" or "AIB") (the "IPO" or
the "Offer"), the Company announces that the pricing statement
containing the Offer Price and the Offer Size (the "Pricing
Statement") has been published in relation to the Offer.
The Pricing Statement is available in electronic form on the
Company's website, www.aib.ie/investorrelations. The Pricing
Statement is also available, free of charge in printed form, during
normal business hours on each business day up until Admission, from
the Company's registered office at Bankcentre, Ballsbridge, Dublin
4, Ireland, from AIB's UK office at St. Helen's, 1 Undershaft,
London EC3A 8AB and at the offices of the following intermediaries:
Campbell O'Connor & Company UC, Cantor Fitzgerald Ireland
Limited, J&E Davy, Goodbody Stockbrokers UC, Investec Capital
& Investments (Ireland) Limited, Merrion Stockbrokers Limited,
Redmayne-Bentley LLP and Quilter Cheviot Limited.
The Pricing Statement has been submitted to the Central Bank of
Ireland, as competent authority under the Prospectus Directive
2003/71/EC, and to the UK Financial Conduct Authority.
Copies of the Pricing Statement have also been submitted to: (i)
the Irish Stock Exchange and will shortly be available for
inspection at the Company Announcements Office, Irish Stock
Exchange, 28 Anglesea Street, Dublin 2, Ireland (Tel: + 353 1
6174200) and (ii) the UK National Storage Mechanism and will be
available to the public for viewing online at the following web
site address: http://www.morningstar.co.uk/uk/.
Suspension and cancellation of trading on ESM
The Company's Ordinary Shares are currently admitted to trading
on the Enterprise Securities Market of the Irish Stock Exchange
(the "ESM"). As part of the admission to trading on the main
markets of the Irish Stock Exchange and the London Stock Exchange,
the Company will cancel admission of the Ordinary Shares to trading
on the ESM, such cancellation to be effective immediately before
Admission. Trading in the Ordinary Shares on the ESM will be
suspended at 8:00 a.m. today and conditional dealings on the Irish
Stock Exchange and the London Stock Exchange will commence at 8:00
a.m. today. It is expected that Admission will become effective and
that unconditional dealings in the Ordinary Shares will commence on
the Irish Stock Exchange and the London Stock Exchange at 8:00 a.m.
on 27 June 2017. The earliest date for settlement of such dealings
will be 27 June 2017. All dealings in Ordinary Shares following
suspension of trading on the ESM prior to the commencement of
unconditional dealings on the Irish Stock Exchange and the London
Stock Exchange will be on a conditional basis, will be of no effect
if Admission does not take place and will be at the sole risk of
the parties concerned. Immediately before Admission, the admission
of the Ordinary Shares to trading on the ESM will be cancelled.
Commenting on today's announcement, Bernard Byrne, CEO of AIB,
said:
"I am delighted that the Government has been successful in
selling down their first material stake in AIB and raising c. EUR3
bn in the process. This is a landmark day for the Bank and puts the
total cash paid to the State since its bailout to almost EUR10
bn.
The level of investor interest and support for AIB and Ireland
is a great vote of confidence in the strength of the turnaround in
the Bank and the wider economy. It paves the way for the full
recovery of the investment in AIB, over time, as we return to full
private ownership."
For further information, please contact:
Rose O'Donovan / Niamh Hore Orla Bird
Investor Relations Head of Communications & Engagement
AIB Bankcentre AIB Bankcentre
Dublin Dublin
Tel: +353-1-6414191 / 6411817 Tel: +353-1-6415375
email: rose.m.o'donovan@aib.ie email: orla.c.bird@aib.ie
niamh.a.hore@aib.ie
IMPORTANT NOTICE
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 on its accuracy, fairness or completeness.
This announcement does not purport to identify or suggest the risks
(direct or indirect) which may be associated with an investment in
AIB or the Ordinary Shares.
This announcement, is not for publication or distribution, in
whole or in part, directly or indirectly, in, into or from the
United States of America (including its territories or possessions,
any state of the United States of America and the District of
Columbia) (the "United States"), Australia, Canada, Japan, the
Republic of South Africa, Switzerland or any other jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy, the securities referred to
herein to any person in any jurisdiction, including the United
States, Australia, Canada, Japan, the Republic of South Africa,
Switzerland or in any jurisdiction to whom or in which such offer
or solicitation is unlawful. The Ordinary Shares have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") and may not be offered or
sold within the United States, except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities
laws of any state or other jurisdiction of the United States. The
offer and sale of Ordinary Shares referred to herein has not been
and will not be registered under the Securities Act or under the
applicable securities laws of Australia, Canada, Japan, the
Republic of South Africa or Switzerland. Subject to certain
exceptions, the Ordinary Shares referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan, the
Republic of South Africa or Switzerland or to, or for the account
or benefit of, any national, resident or citizen of the United
States, Australia, Canada, Japan, the Republic of South Africa, or
Switzerland. The Company does not intend to register any Ordinary
Shares under the applicable securities laws of the United States or
to conduct a public offering of any securities in the United
States, Australia, Canada, Japan, the Republic of South Africa, or
Switzerland.
This announcement is only addressed to and directed at, in
member states of the European Economic Area ("EEA") other than
Ireland and the UK, persons who are qualified investors ("Qualified
Investors") within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC and amendments thereto, including
Directive 2010/73/EU, to the extent implemented in the relevant
member state of the EEA) and any implementing measure in each
relevant member state of the EEA (the "Prospectus Directive"). Any
investment or investment activity to which this announcement
relates is available only to and will only be engaged in such
member states with such persons and should not be relied on by
anyone other than such persons.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "target", "believes", "estimates",
"aims", "plans", "predicts", "projects", "continues", "assumes",
"positioned", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements reflect the Group's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Group's business, concerning, amongst other things,
the results of operations, financial position, liquidity,
prospects, growth and strategies of the Group and the industry in
which it operates. These forward-looking statements include all
matters that are not historical facts. Forward-looking statements
and other statements contained in this announcement regarding
matters that are not historical facts involve predictions. No
assurance can be given that such future results will be achieved;
actual events or results may differ materially as a result of risks
and uncertainties facing the Group. Such risks and uncertainties
could cause actual results to vary materially from the future
results indicated, expressed or implied in such forward-looking
statements. Forward-looking statements speak only as of the date
they are made and cannot be relied upon as a guide to future
performance. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be
interpreted to mean that the Company or the Group will generate a
particular rate of return.
Each of Merrill Lynch International, J&E Davy, Deutsche Bank
AG, London Branch, Morgan Stanley & Co. International plc,
Goodbody Stockbrokers UC, Citigroup Global Markets Limited, Goldman
Sachs International, J.P. Morgan Securities plc (which conducts its
UK investment banking business as J.P. Morgan Cazenove), UBS
Limited, Investec Bank plc (Irish Branch) and their respective
affiliates (together, the "Banks"), Rothschild, the Minister for
Finance, the Company and each Group company expressly disclaims any
obligation or undertaking to update, review or revise any
forward-looking statement contained in this announcement whether as
a result of new information, future developments or otherwise.
Any purchase of Ordinary Shares in the proposed Offer must be
made solely on the basis of the information contained in the
Prospectus and before purchasing any Ordinary Shares, persons
viewing this announcement should ensure that they fully understand
and accept the risks that will be set out in the Prospectus. No
reliance may or should be placed by any person for any purposes
whatsoever on the information contained in this announcement or on
its completeness, accuracy or fairness. The information in this
announcement is given at the date of its publication (unless
otherwise highlighted) and subject to change. In particular, the
proposals referred to herein are tentative and are subject to
material updating, revision and amendment. This announcement has
not been approved by the Central Bank of Ireland, the Irish Stock
Exchange, the UK Financial Conduct Authority ("FCA") or any other
competent regulatory authority.
The IPO timetable, including the date of Admission, is subject
to change and may be influenced by a range of circumstances such as
market conditions. There is no guarantee that admission of the
Ordinary Shares to (i) the primary listing segment of the Official
List of the Irish Stock Exchange and to trading on the main market
for listed securities of the Irish Stock Exchange and (ii) the
premium listing segment of the Official List of the FCA and to
trading on the main market for listed securities of the London
Stock Exchange will occur and you should not base your financial
decisions on the Company's intentions in relation to any such
admission at this stage. Acquiring investments to which this
announcement relates may expose an investor to a significant risk
of losing all or part of the amount invested. Persons considering
making such an investment should consult an authorised person
specialising in advising on such investments. This announcement
does not constitute a recommendation concerning the IPO. The value
of Ordinary Shares can decrease as well as increase. When
considering what further action you should take you are recommended
to immediately consult, if you are resident in Ireland, an
organisation or firm authorised or exempted pursuant to the
European Communities (Markets in Financial Instruments) Regulations
2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as
amended) and, if you are resident in the United Kingdom, a person
authorised under the Financial Services and Markets Act 2000, as
amended, of the United Kingdom, or another appropriately authorised
professional adviser if you are in a territory outside Ireland or
the United Kingdom. Potential investors should consult a
professional adviser as to the suitability of Ordinary Shares for
the person concerned. Past performance cannot be relied upon as a
guide to future performance.
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.
Deutsche Bank AG, London Branch, is authorised under German
Banking Law (competent authority: European Central Bank) and, in
the UK, by the Prudential Regulation Authority (the "PRA"), is
subject to supervision by the European Central Bank and by BaFin,
Germany's Financial Supervisory Authority, and is subject to
limited regulation in the UK by the FCA and PRA. J&E Davy and
Goodbody Stockbrokers UC are authorised and regulated in Ireland by
the Central Bank. Goodbody Stockbrokers UC is authorised and
subject to limited regulation in the UK by the FCA. Merrill Lynch
International, Citigroup Global Markets Limited, Goldman Sachs
International, J.P. Morgan Securities plc, Morgan Stanley & Co.
International plc and UBS Limited are authorised in the United
Kingdom by the PRA and regulated in the United Kingdom by the PRA
and FCA. Investec Bank plc (Irish Branch) is authorised by the PRA
in the United Kingdom and regulated by the Central Bank for conduct
of business rules. Rothschild is authorised and regulated by the
FCA in the United Kingdom. Other than as stated below, each of the
Banks is acting exclusively for the Company and the Minister for
Finance and no one else in connection with the Offer. Rothschild is
acting exclusively for the Minister for Finance and no one else in
connection with the Offer. Each of the Banks and Rothschild will
not regard any other person (whether or not a recipient of the
Prospectus) as their respective clients in relation to the Offer
and will not owe or accept any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person other than the
Company and the Minister for Finance for providing the protections
afforded to their respective clients, nor for providing advice in
relation to the Offer, the contents of this announcement or any
transaction, arrangement or other matter referred to herein. Morgan
Stanley & Co. International plc (in its capacity as UK Sponsor)
and Goodbody Stockbrokers UC (in its capacity as Irish Sponsor) are
each acting exclusively for the Company and no one else in
connection with the Offer. They will not regard any other person
(whether or not a recipient of the Prospectus) as a client in
relation to the Offer and will not be responsible to anyone other
than the Company for providing the protections afforded to their
respective clients, nor for giving advice in relation to the Offer
or any transaction or arrangement referred to herein.
In connection with the Offer, each of the Banks and any of their
respective affiliates, acting as investors for their own accounts,
may purchase Ordinary Shares and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own
accounts in such Ordinary Shares and other securities of the
Company or related investments in connection with the Offer or
otherwise. In addition, each of the Banks or their respective
affiliates may enter into financing arrangements (including swaps
and contracts for difference) with investors in connection with
which the Banks or their affiliates may from time to time acquire,
hold or dispose of Ordinary Shares. Accordingly, references in the
Prospectus to the Ordinary Shares being offered acquired, placed or
otherwise dealt in should be read as including any offer to
acquisition, placing or dealing by any of the Banks and any of
their respective affiliates acting as investors for their own
accounts. None of the Banks intends to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
None of the Banks, Rothschild or any of their respective
directors, officers, employees, advisers agents, affiliates or any
other person acting on their behalf accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to the truth, accuracy, completeness or
fairness of, the information in this announcement (or whether any
information has been omitted from the announcement) or any other
information relating to the Company or the Group, 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.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
to the total figure given.
In connection with the Offer, Deutsche Bank AG, London Branch,
as stabilisation manager, or any of its agents, may (but will be
under no obligation to), to the extent permitted by applicable law,
over-allot Ordinary Shares or effect other transactions with a view
to supporting the market price of the Ordinary Shares at a higher
level than that which might otherwise prevail in the open market.
Deutsche Bank AG, London Branch is not required to enter into such
transactions and such transactions may be effected on any stock
market, over-the-counter market, stock exchange or otherwise and
may be undertaken at any time during the period commencing on the
date of the commencement of conditional dealings of the Ordinary
Shares on the Irish Stock Exchange and the London Stock Exchange
and ending no later than 30 calendar days thereafter. However,
there will be no obligation on Deutsche Bank AG, London Branch or
any of its agents to effect stabilising transactions and there is
no assurance that stabilising transactions will be undertaken. Such
stabilising measures, if commenced, may be discontinued at any time
without prior notice. In no event will measures be taken to
stabilise the market price of the Ordinary Shares above the offer
price. Save as required by law or regulation, neither Deutsche Bank
AG, London Branch nor any of its agents intends to disclose the
extent of any over-allotments made and/or stabilisation
transactions conducted in relation to the Offer.
In connection with the Offer, Deutsche Bank AG, London Branch as
stabilisation manager, may, for stabilisation purposes, over-allot
Ordinary Shares up to a maximum of 15 per cent. of the total number
of Ordinary Shares comprised in the Offer. For the purposes of
allowing it to cover short positions resulting from any such
over-allotments and/or from sales of Ordinary Shares effected by it
during the stabilisation period, Deutsche Bank AG, London Branch
will enter into over-allotment arrangements pursuant to which
Deutsche Bank AG, London Branch may purchase or procure purchasers
for additional Ordinary Shares up to a maximum of 15 per cent. of
the total number of Ordinary Shares comprised in the Offer (the
"Over Allotment Shares") at the offer price. The over-allotment
arrangements will be exercisable in whole or in part, upon notice
by Deutsche Bank AG, London Branch, at any time on or before the
30th calendar day after the commencement of conditional trading of
the Ordinary Shares on the Irish Stock Exchange and the London
Stock Exchange. Any Over-allotment Shares made available pursuant
to the over-allotment arrangements, including for all dividends and
other distributions declared, made or paid on the Ordinary Shares,
will be purchased on the same terms and conditions as the Ordinary
Shares being issued or sold in the Offer and will form a single
class for all purposes with the other Ordinary Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFJMFTMBMTMRR
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June 23, 2017 02:13 ET (06:13 GMT)
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