TIDMBWSA
RNS Number : 6563U
Bristol & West PLC
24 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
Bristol & West plc
(a member of the Bank of Ireland Group)
(Incorporated in England and Wales with registered number
02124201)
Exit Tender Offer in respect of the GBP32,593,734 8.125 per cent
non-cumulative, non-redeemable GBP1 preference shares (the
Preference Shares)
Proposed Voluntary Liquidation
Cancellation of the admission to trading of the Preference
Shares on the Main Market of the London Stock Exchange
Adoption of Amended Articles of Association
Publication of Circular to Shareholders
and
Notice of General Meetings
Overview
Further to the announcements made on 21 June 2023 and 3 August
2023, the Bank of Ireland Group (the Group) today announces the
following proposals regarding Bristol & West plc (Bristol &
West or the Company):
a) an invitation to holders of Preference Shares to tender any
and all of their Preference Shares to The Governor and Company of
the Bank of Ireland (GovCo) at a price of GBP1.141943 per
Preference Share, subject to the terms of the exit tender offer
memorandum dated 24 November 2023 (the Exit Tender Offer);
b) the cancellation of the admission to trading of the
Preference Shares on the Main Market of the London Stock Exchange
(the Cancellation);
c) adoption of amended articles of association (the Amended Articles); and
d) winding up of the Company through a members' voluntary liquidation process (the Liquidation).
The proposed Liquidation and adoption of the Amended Articles
are conditional upon the passing of special resolutions of the
Preference Share Holders and of all Shareholders of Bristol &
West (the Resolutions) at general meetings which will take place at
10.00 a.m. (the Preference Share Holder General Meeting) and 10.30
a.m. (the All Shareholder General Meeting) (London time) on 18
December 2023 (together, the General Meetings).
If the Resolutions are passed by the requisite 75% majorities of
the Preference Share Holders and of all the Shareholders present
and voting at the General Meetings, Bristol & West will adopt
the Amended Articles and, shortly after, take steps to commence the
Liquidation. Following completion of the Liquidation, Bristol &
West will cease to exist.
GovCo now holds 15,819,944 (or 48.54%) of the amount of the
outstanding Preference Shares. Bank of Ireland UK Holdings plc also
holds 100,000 Ordinary Shares in Bristol & West. As of the date
of this announcement, subsidiaries within the Bank of Ireland Group
hold, in aggregate, 48.69% of the entire issued share capital of
Bristol & West, and intends to vote the shares it holds in
favour of the Resolutions.
If the Amended Articles are not approved by Shareholders,
Bristol & West will not immediately propose a vote to initiate
the Liquidation, though a subsequent resolution to approve a
members' voluntary liquidation may also in due course be proposed
to the Shareholders.
The Cancellation will take place regardless of whether the
passing of the resolutions and adoption of the Amended Articles
occurs. It is intended that the last day of trading of the
Preference Shares on the London Stock Exchange will be 22 December
2023 and that the Cancellation will take effect at 8.00 a.m. on 27
December 2023.
Further details on the Company's rationale for proposing the
Amended Articles and the Liquidation are set out in the Appendix to
this Announcement. An explanatory shareholder circular with more
details of the proposed Amended Articles and the Liquidation and
containing notices of the General Meetings (the Circular), has been
issued by Bristol & West today.
A tender offer memorandum containing further details on the Exit
Tender Offer (the Offer Memorandum) has also been issued by GovCo.
The Circular, the proposed Amended Articles and the Offer
Memorandum are available at www.linkgroup.eu/bristolandwest and at
the Company's registered office address.
Exit Tender Offer
If you wish to sell your Preference Shares (for example, in
order to avoid participating in the Liquidation (if the Resolutions
are passed)), the Bank of Ireland Group is making the Exit Tender
Offer to Preference Share Holders to buy their Preference Shares
for a price of:
GBP1.141943 per Preference Share (the Exit Tender Offer
Price).
This is the same price per Preference Share as Preference Share
Holders are expected to receive as a Liquidation Distribution
(subject to passing of the Resolutions and the adoption of the
Amended Articles).
The Exit Tender Offer Price has been calculated by subtracting
the 15 November Dividend from the June 2023 Offer Price and
including a payment in lieu of dividends that would have accrued on
the Preference Shares from (and including) 15 November 2023 to (but
excluding) 19 December 2023.
Payments to Preference Share Holders who accept the Exit Tender
Offer are expected to be made on or before 22 December 2023.
The timing of payments of the Liquidation Distribution is
uncertain and is outside the Company's control, and such payments
will depend on the steps taken by the liquidator of the Company
once they are appointed to first settle the Company's outstanding
liabilities, though they are expected to be made in or before Q2
2024.
If you wish to accept the Exit Tender Offer and sell your
Preference Shares you should visit the Company's website
www.linkgroup.eu/bristolandwest and follow the links marked "Exit
Tender Offer".
For more information on the Exit Tender Offer, please refer to
the Exit Tender Offer Memorandum which is available at
www.linkgroup.eu/bristolandwest.
If you hold your Preference Shares in certificated form, you can
only accept the Exit Tender Offer online via the Company's website,
and you will only be able to tender your entire shareholding of
Preference Shares to the Bank of Ireland Group.
If you hold your Preference Shares in uncertificated form, you
should take action to accept the Exit Tender Offer via CREST.
If you hold your Preference Shares beneficially, via an
intermediary, broker or custodian, you should contact them for more
information on how to accept the Exit Tender Offer. Their processes
and deadlines may be different to those set out in this
announcement and the Exit Tender Offer Memorandum.
If you accept the Exit Tender Offer and sell your Preference
Shares you do not need to take any further action in connection
with the Resolutions. In particular, you do not need to complete
the Registration Process, and you should not return your Forms of
Proxy or attend the General Meetings. By accepting the Exit Tender
Offer, you authorise GovCo to vote in favour of the Resolutions at
the General Meetings. Acceptance of the Exit Tender Offer
supersedes any Forms of Proxy submitted previously or thereafter in
relation to any Preference Shares validly tendered pursuant to the
Exit Tender Offer.
Indicative summary timetable of principal events
Announcement of the proposed 24 November 2023
Liquidation, Cancellation and
adoption of the Amended Articles
Launch of Exit Tender Offer 24 November 2023
Publication and posting of the 24 November 2023
Circular and the Forms of Proxy
Record Date to determine holdings 6.00 p.m. on 13 December 2023
subject to valid Exit Tender
Elections
Latest time and date to accept 9.00 a.m. on 14 December 2023
the Exit Tender Offer
Latest time and date for receipt 10.00 a.m. on 14 December 2023
of Forms of Proxy for the Preference
Share Holder General Meeting
Latest time and date for receipt 10.30 a.m. on 14 December 2023
of Forms of Proxy for the All
Shareholder General Meeting
Announcement of the Results 15 December 2023
of the Exit Tender Offer
Preference Share Holder General 10.00 a.m. on 18 December 2023
Meeting
All Shareholder General Meeting 10.30 a.m. on 18 December 2023
Latest time and date to complete 9.00 a.m. on 19 December 2023
the Registration Process (as
defined below) (the Cut-Off
Date)
Last day of dealings in the 22 December 2023
Preference Shares on the London
Stock Exchange and expected
settlement date for Exit Tender
Offer
Cancellation of Listing of 8.00 a.m. on 27 December 2023
the Preference Shares
Anticipated payment of any Unclaimed On or about 2 January 2024
Dividends to Preference Share
Holders who complete the Registration
Process or Exit Tender Offer
Anticipated payment of Liquidation In or before Q2 2024
Distribution to Preference Share
Holders
Notes:
1. All references in this announcement to time are to London (UK) time unless otherwise stated.
2. The timetable may be subject to change. If any of the above
times and/or dates should change, the new times and/or dates will
be announced to Shareholders through a Regulatory Information
Service.
Other Action to be taken by Preference Share Holders (if they do
not accept the Exit Tender Offer)
Registration Process
In order to claim accrued, but unclaimed dividends and/or claim
entitlements to the Liquidation Distribution upon the occurrence of
the Liquidation, the Preference Share Holders who hold their
Preference Shares in certificated form (i.e. not beneficially
through an intermediary, broker or custodian, or in uncertificated
form in CREST) must notify the Company prior to 9.00 a.m. on 19
December 2023 (the Cut-Off Date) and provide Bristol & West
with: (i) their contact details and (ii) their bank mandate details
to which any outstanding and/or future payments are to be paid (the
Registration Process):
In order to provide these details the Preference Share Holders
should visit www.linkgroup.eu/bristolandwest , follow the prompts,
and insert their name, address, their unique investor code (IVC),
as it appears on the proxy cards sent to Preference Share Holders,
and contact details.
Preference Share Holders who hold Preference Shares in
uncertificated form (i.e. through CREST) do not need to take any
action.
Completion of Forms of Proxy
The adoption of the Amended Articles requires the passing of the
Resolutions at the General Meetings. Accordingly, Notices of
General Meetings convening the meetings to be held at 10.00 a.m.
and 10.30 a.m. on 18 December 2023 at the offices of Allen &
Overy LLP, One Bishops Square, London E1 6AD are contained in the
Circular, which has been posted to the shareholders of Bristol
& West today and is available on the Company's website,
www.linkgroup.eu/bristolandwest.
The Bank of Ireland Group holds 48.54% of the issued and
outstanding Preference Shares and 100% of the Ordinary Shares, and
intends to vote all its shares in favour of the Resolutions.
Whether or not you propose to attend the General Meetings, you
are requested to complete the Forms of Proxy in accordance with the
instructions printed thereon and return them, duly signed, together
with any power of attorney under which they are executed, as soon
as possible but in any event so as to arrive not later than 10.00
a.m. for the Preference Share Holder Meeting and 10.30 a.m. for the
All Share Holder Meeting on 14 December 2023 or 48 hours (excluding
any part of a day that is not a working day) before any adjourned
meeting.
Share Holders who hold their shares in uncertificated form
through CREST who wish to appoint a proxy or proxies through the
CREST electronic proxy appointment service may do so by using the
procedures described in the CREST Manual available at
www.euroclear.com.
The submission of a proxy using CREST or the completion and
return of a Form of Proxy by post will not preclude a member from
attending and voting at the General Meeting should they wish.
All Shareholders planning to attend the General Meetings in
person are, however, requested to confirm their attendance by
emailing shareholderqueries@boi.com (marked for the attention of
the Company Secretary) by no later than 10.30 a.m. on 14 December
2023.
Shareholder helpline
If you have any questions about the contents of this
announcement , the Exit Tender Offer, the Liquidation of the
Company, the General Meetings or on the completion and return of
the Forms of Proxy, please call the shareholder helpline between
8.30 a.m. and 5.30 p.m. (London (UK) time) Monday to Friday (except
UK public holidays) on 0800 029 4524 (calls to this number from the
UK are charged at the standard national rate plus network extras)
or on +44 0800 029 4524 from outside the UK. Calls to the helpline
from outside the UK will be charged at the applicable international
rate.
Please note that calls may be monitored or recorded and the
helpline cannot provide financial, legal or tax advice.
If you require any financial, legal, tax, accounting or other
advice, or wish to obtain an opinion as to the merits of voting for
the Resolutions, you will need to contact your own broker,
solicitor, accountant or other independent financial, tax, legal or
accounting adviser.
Appendix - Overview of the Proposals and the Amended
Articles
Explanation of the Proposals
Bristol & West is no longer an active banking entity and has
no other material assets or liabilities apart from the Preference
Shares. The Preference Shares no longer count towards the
regulatory capital ratios of the Bank of Ireland Group. The Group's
regulators have requested and expect it to undertake all possible
efforts to execute any action that leads to the redemption of
legacy instruments, such as the Preference Shares, which could
otherwise be an obstacle to effective bail-in of the Group's
bondholders in a resolution scenario. The Group also considers that
winding up Bristol & West will simplify the Group's structure
and reduce administrative costs, and so is to the benefit of the
Group and its shareholders as a whole.
The Board believes that it is in the best interests of Bristol
& West to proceed with the Cancellation and seek adoption of
the Amended Articles.
Articles Amendment
In order to ensure that the Liquidation is handled efficiently
once a liquidator is appointed, and that Preference Share Holders
receive a fair return on their investment (by means of a
distribution of the proceeds in the Liquidation above the par value
of the Preference Shares), the Directors believe it is in the best
interests of Bristol & West and its shareholders to adopt the
Amended Articles.
The changes in the Amended Articles are intended to address
certain issues which, if not resolved, could potentially complicate
the Liquidation, lead to wasted costs on the part of the Bank of
Ireland Group, result in Preference Share Holders not receiving a
fair return on their investment, and delay the distribution of
surplus funds to Preference Share Holders.
To this effect, the Directors propose to adopt the Amended
Articles which will contain the following provisions:
Registration Process
The Amended Articles will provide that, in order to claim
accrued, but unclaimed dividends and/or claim entitlements to the
Liquidation Distribution upon the occurrence of the Liquidation,
the Preference Share Holders who hold their Preference Shares in
certificated form (i.e. not beneficially through an intermediary,
broker or custodian, or in uncertificated form in CREST) must
notify the Company prior to 9.00 a.m. on 19 December 2023 (the
Cut-Off Date) and provide Bristol & West with: (i) their
contact details and (ii) their bank mandate details to which any
outstanding and/or future payments are to be paid (the Registration
Process):
In order to provide these details the Preference Share Holders
should visit the following website www.linkgroup.eu/bristolandwest
, follow the prompts, and insert their name, address, their unique
investor code (IVC), as it appears on the proxy cards sent to
Preference Share Holders, and contact details.
Preference Share Holders who hold Preference Shares in
uncertificated form (i.e. through CREST) do not need to take any
action.
Unclaimed Dividends
Preference Share Holders who hold their Preference Shares in
certificated form must complete the Registration Process and notify
the Company to claim any accrued, unclaimed dividends they are
entitled to (the Unclaimed Dividends) prior to the Cut-Off Date. If
any such Preference Share Holders fail to complete the Registration
Process and do not claim their Unclaimed Dividends by the Cut-Off
Date, their right and entitlement to these Unclaimed Dividends will
expire pursuant to the Amended Articles, and they will no longer
have a claim against Bristol & West for the Unclaimed Dividends
due to them. Such shareholders will however benefit from a
'matching indemnity' from GovCo UK for the same amounts (see the
GovCo UK Indemnity section below). Following the Cut-Off Date, any
Unclaimed Dividends will revert to being the sole property of
Bristol & West.
Preference Share Holders who hold their Preference Shares in
certificated form and who do not complete the Registration Process
by the Cut-Off Date shall, pursuant to the Amended Articles,
expressly waive and release Bristol & West from any and all
claims they may have in relation to such Unclaimed Dividends.
Dividends are paid to Preference Share Holders who hold
Preference Shares in uncertificated form (i.e. through CREST)
automatically via the CREST system or via BACS. Such shareholders
do not need to take any action with respect to the Registration
Process.
The Company paid a dividend on the Preference Shares on 15
November 2023 (the 15 November Dividend). Preference Share Holders
who received the 15 November 2023 Dividend by cheque are encouraged
to claim it as soon as possible by depositing it with their bank in
their usual way. Dividend cheques expire after six months so the
latest date Preference Share Holders can claim the 15 November
Dividend by depositing their cheque is 15 May 2024. After 15 May
2024, Preference Share Holders should be aware that any cheques
they attempt to deposit may be rejected for payment. Under the
Amended Articles, Preference Share Holders' right to claim the 15
November Dividend against Bristol & West will expire on 15 May
2024, and any monies unclaimed after that date will be treated as
Unclaimed Dividends and revert to being the sole property of
Bristol & West (which it is expected will be in liquidation at
that time). Such shareholders will however benefit from a 'matching
indemnity' from GovCo UK for the same amounts (see the GovCo UK
Indemnity section below).
Liquidation Distribution
As previously announced in connection with the June 2023 Tender
Offer, the Amended Articles will ensure that the Preference Share
Holders at the time of Liquidation receive the higher of: (i) their
entitlement to Liquidation proceeds under the Current Articles
(being an amount equal to the par value of their Preference Shares
(i.e. GBP1 per Preference Share)) plus any accrued dividends up to
the date of commencement of the Liquidation; or (ii) GBP1.18257 per
Preference Share, less the aggregate of dividend payments paid on
the Preference Shares from the date of the June 2023 Offer
Memorandum up until the date of commencement of the liquidation
(the Liquidation Distribution). It is expected that the Liquidation
Distribution will be GBP1.141943 per Preference Share. The
Liquidation Distribution is equivalent to subtracting the 15
November Dividend from the June 2023 Offer Price and including a
payment in lieu of dividends that would have accrued on the
Preference Shares from (and including) 15 November 2023 to (but
excluding) 19 December 2023 .
As with the Unclaimed Dividends, any Preference Share Holders
who hold Preference Shares in certificated form must complete the
Registration Process prior to the Cut-Off Date in order to receive
a share of the above-mentioned Liquidation Distribution. Following
the Cut-Off Date, if the Registration Process is not completed by
such Shareholders, their rights to participate in the Liquidation
Distribution will elapse. Such shareholders will however benefit
from a 'matching indemnity' from GovCo UK for the same amounts (see
the GovCo UK Indemnity section below).
Preference Share Holders who hold Preference Shares in
certificated form and who have not completed the Registration
Process by the Cut-Off Date shall, pursuant to the Amended
Articles, expressly waive and release Bristol & West from any
and all claims they may have in relation to any Liquidation
Distribution.
Following the commencement of the Liquidation, if any "surplus
assets" remain after making provisions for debt and liabilities of
Bristol & West and payment to Preference Share Holders as per
their entitlement to a Liquidation Distribution, the Amended
Articles will provide that this surplus shall be distributed to the
Ordinary Share Holder.
Payment to Preference Share Holders
This table shows the entitlement of Preference Share Holders to
the Liquidation Distribution before and after the Amended Articles
are effected:
Event Liquidation Distribution
Amount (assuming the Liquidation
is completed before Q2
2024)
Payment pursuant to Liquidation GBP1.00 per Preference
in accordance with the Current Share (plus any accrued
Articles but unpaid dividends)
Liquidation Distribution pursuant GBP1.141943 per Preference
to the Amended Articles Share
Liquidation Resolution
The Amended Articles will provide that a resolution for
commencement of the Liquidation can be approved by way of a special
resolution passed by the Ordinary Shareholder only (i.e. by Bank of
Ireland UK Holdings plc alone, and not the Ordinary Shareholder and
Preference Share Holders voting together, as is currently the case)
(the Liquidation Resolution). This means that the Preference Share
Holders would not be entitled to vote on such resolution. It is
expected however that should the Amended Articles become effective,
the Liquidation Resolution will be passed by the Ordinary
Shareholder very shortly thereafter.
GovCo UK Indemnity
Any certificated Preference Share Holders who are unable to
complete the Registration Process by the Cut-Off Date (Late
Preference Share Holders) and any certificated Preference Share
Holders who do not claim the 15 November Dividend by 15 May 2024
(Late November Preference Share Holders) will benefit from a
'matching' indemnity from The Governor and Company of the Bank of
Ireland (trading through its UK Branch) (GovCo UK) pursuant to a
deed poll (the GovCo UK Deed Poll). Preference Share Holders who
hold their shares in uncertificated form through CREST would
receive payments in accordance with the CREST rules and practices
and the facilities and requirements of the CREST system.
GovCo UK will undertake to pay such Late Preference Share
Holders an amount equal to the amount of Unclaimed Dividends and
/or Liquidation Distributions, which they would have received
pursuant to the Amended Articles had their rights to the same not
elapsed following the Cut-Off Date. Similarly, GovCo UK will
undertake to pay Late November Preference Share Holders amounts
equal to the 15 November Dividend which would have otherwise been
due and payable to them pursuant to the Articles.
Taken together, the Amended Articles and the GovCo UK Deed Poll
are intended to protect the substantive rights to a Liquidation
Distribution and Unclaimed Dividends enjoyed by the Preference
Share Holders. The Company believes that any Late Preference Share
Holders who come forward will not be detrimentally impacted by the
Liquidation but the Liquidation of Bristol & West can still
proceed in a timely manner. GovCo is an entity of substance and the
largest banking entity in the Bank of Ireland Group. Payments under
the GovCo UK Deed Poll will rank pari passu with senior unsecured
creditors of GovCo UK. The long-term / short-term senior unsecured
credit ratings for GovCo were: "A (Stable)" / "A-1" from S&P;
"A1 (Stable)" / "Prime-1" from Moody's Investors Services Limited;
and "A- (Stable)" / "F2" from Fitch, whereas Bristol & West and
the Preference Shares do not have an external credit rating.
Important Disclaimers
This announcement must be read in conjunction with the Circular,
the Offer Memorandum and any other announcements published in
connection with the Exit Tender Offer and the Proposals. This
announcement, the Circular and the Offer Memorandum contain
important information which should be read carefully before any
decision is made with respect to the Exit Tender Offer and the
Articles Amendment. If you are in any doubt as to the contents of
this announcement or the Offer Memorandum or the action you should
take, you are recommended to seek your own financial and legal
advice, including as to any tax consequences, immediately from your
broker, solicitor, accountant or other independent financial or
legal adviser.
Any person whose Preference Shares are held on its behalf by a
custodian, broker, dealer, commercial bank, trust company or other
nominee or intermediary (each an Intermediary) should contact such
Intermediary urgently if it wishes to participate in the Exit
Tender Offer.
None of the Governor and Company of the Bank of Ireland (the
Offeror), Bristol & West or Link Market Services Limited (the
Receiving Agent) makes any recommendation as to whether holders
should tender Preference Shares pursuant to the Exit Tender Offer
or take any other action with respect to the contents of this
announcement. Shareholders should consult their own advisers as
needed to assist them in making a decision in respect of the Exit
Tender Offer and the Liquidation, and to advise them whether they
are legally permitted to tender their Preference Shares.
OFFER AND DISTRIBUTION RESTRICTIONS : Neither this announcement
nor the Offer Memorandum constitutes an offer or an invitation to
participate in the Exit Tender Offer in any jurisdiction in which,
or to any person to or from whom, it is unlawful to make such
invitation or for there to be such participation under applicable
securities laws. The distribution of the Offer Memorandum in
certain jurisdictions may be restricted by law. Persons into whose
possession the Offer Memorandum comes are required by each of the
Offeror, Bristol & West and the Receiving Agent to inform
themselves about and to observe any such restrictions.
United States: The Exit Tender Offer is not being made and will
not be made to (or for the account or benefit of) U.S. persons (as
defined in Regulation S under the Securities Act) or directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Preference Shares may not be tendered
in the Exit Tender Offer by any such use, means, instrumentality or
facility from or within the United States or by U.S. persons or by
persons located or resident in the United States as defined in
Regulation S of the U.S. Securities Act of 1933, as amended (the
Securities Act). Accordingly, copies of the Offer Memorandum and
any other documents or materials relating to the Exit Tender Offer
are not being, and must not be, directly or indirectly mailed or
otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to any persons located or resident in the United
States or to U.S. persons. Any purported tender of Preference
Shares in the Exit Tender Offer resulting directly or indirectly
from a violation of these restrictions will be invalid and any
purported tender of Preference Shares made by a U.S. person or by a
person located in the United States or any agent, fiduciary or
other Intermediary acting on a non-discretionary basis for a
principal that is a U.S. person or that is giving instructions from
within the United States will be invalid and will not be
accepted.
As used in this announcement, United States means the United
States of America, 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 of America and the District of Columbia.
Each Preference Shareholder participating in the Exit Tender
Offer will represent that it is not a U.S. Person, is not located
in the United States and is not participating in the Exit Tender
Offer from the United States, or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not a U.S. person and is not giving an order to
participate in the Exit Tender Offer from the United States.
In addition, nothing in the Offer Memorandum or the transmission
therefore constitutes or contemplates an offer of, or the offer to
purchase or the solicitation of an offer to sell securities in the
United States or any other jurisdiction. The Preference Shares have
not been, and will not be, registered under the Securities Act or
the securities laws of any state or other jurisdiction of the
United States, and the Preference Shares may not be offered, sold
or delivered, directly or indirectly, within the United States or
to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state or local securities laws. Accordingly, the Offer Memorandum
must not be distributed in or into the United States or to U.S.
persons (as defined in Regulation S under the Securities Act) in
any circumstances.
United Kingdom: The communication of the Offer Memorandum by the
Offeror and any other documents or materials relating to the Tender
Offer are not being made, and such documents and/or materials have
not been approved, by an authorised person for the purposes of
section 21 of FSMA.
Accordingly, such documents and/or materials 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 of Bristol
& West and, therefore, includes the Preference Share Holders)
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.
Ireland : The Exit Tender Offer is not being made, directly or
indirectly, to the public in Ireland and no offer of any Preference
Shares under or in connection with the Exit Tender Offer may be
effected to persons in Ireland except in conformity with the
provisions of Irish laws and regulations (the Applicable Irish
Laws) including: (i) the Irish Companies Act 2014; (ii) the Irish
Central Bank Acts 1942 to 2023 (as amended) and any codes of
practice made under Section 117(1) of the Central Bank Act 1989 (as
amended); (iii) the Regulation (EU) 2017/1129 (as amended), the
European Union (Prospectus) Regulations 2019 and any rules issued
under Section 1363 of the Companies Act by the Central Bank of
Ireland (the Central Bank); (iv) the European Union (Markets in
Financial Instruments) Regulations 2017 (as amended) and any codes
or rules of conduct applicable thereunder, Regulation (EU) No
600/2014 and any delegated or implementing acts adopted thereunder
and the provisions of the Investor Compensation Act 1998 (as
amended); and (v) the Market Abuse Regulation (EU 596/2014) (as
amended), the European Union (Market Abuse) Regulations 2016 (as
amended) and any rules and guidelines issued under Section 1370 of
the Irish Companies Act 2014 by the Central Bank.
The Exit Tender Offer and any other documents or materials
relating to the Exit Tender Offer must not be distributed to
persons in Ireland otherwise than in conformity with the provisions
of the Applicable Irish Laws.
General: Neither the Offer Memorandum nor this announcement
constitutes an offer to buy or the solicitation of an offer to sell
Preference Shares (and tenders of Preference Shares in the Tender
Offer will not be accepted from Preference Shareholders) in any
circumstances in which such offer or solicitation is unlawful.
In addition to the representations referred to above in respect
of the United States, the United Kingdom, and Ireland, each
Preference Share Holder participating in the Exit Tender Offer will
also be deemed to give certain representations, acknowledgements,
warranties and undertakings and make certain agreements in respect
of the jurisdictions referred to above and generally as described
in the Annex of the Offer Memorandum.
Any tender of Preference Shares for purchase pursuant to the
Tender Offer from a Shareholder that is unable to make these
representations will not be accepted. Each of the Offeror, Bristol
& West, and the Receiving Agent reserves the right, in its
absolute discretion to investigate, in relation to any tender of
Preference Shares for purchase pursuant to the Exit Tender Offer,
whether any such representation given by a Preference Share Holder
is correct and, if such investigation is undertaken and as a result
the Offeror determines (for any reason) that such representation is
not correct, such tender shall not be accepted.
Forward-looking statements: The Offer Memorandum and the
Circular contain certain forward-looking statements that reflect
the intent of the Offeror, the Company and the Bank of Ireland
Group'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
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 Memorandum. The Bank of Ireland Group 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. The Bank of Ireland Group 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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END
MSCPPGQGGUPWGMC
(END) Dow Jones Newswires
November 24, 2023 12:18 ET (17:18 GMT)
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