TIDMBWSA
RNS Number : 0488X
Bristol & West PLC
15 December 2023
The Governor and Company of the Bank of Ireland
Exit Tender Offer in respect of the GBP32,593,734 8.125 per cent
non-cumulative, non-redeemable GBP1 preference shares issued by
Bristol & West plc
(a subsidiary of the Offeror and a member of the Bank of Ireland
Group)
(ISIN: GB0000510205)
Results Announcement following the Expiration Deadline of the
Exit Tender Offer
15 December 2023
On 24 November 2023, The Governor and Company of the Bank of
Ireland (the "Offeror") announced invitations to holders to tender
any and all of their GBP32,593,734 8.125 per cent non-cumulative,
non-redeemable preference shares issued by Bristol & West plc
(itself a wholly owned subsidiary of the Bank of Ireland Group)
(the "Preference Shares") on the terms set out in the offer
memorandum dated 24 November 2023 (the "Offer Memorandum") (the
"Exit Tender Offer").
Capitalised terms not otherwise defined in this announcement
have the same meaning as assigned to them in the Offer
Memorandum.
The Offeror today announces its acceptance of validly submitted
Tender Instructions received by the Receiving Agent prior to 9.00
a.m. (UK time) on 14 December 2023 (the "Expiration Deadline").
ACCEPTANCE OF VALID TER INSTRUCTIONS RECEIVED PRIOR TO THE
EXPIRATION DEADLINE
The Offeror hereby announces that it accepts for purchase all
Preference Shares validly tendered pursuant to the Exit Tender
Offer prior to the Expiration Deadline, as set out in the table
below:
Aggregate nominal amount Outstanding nominal
(and percentage) validly Exit Tender Offer Price amount not held by the
tendered in the Exit Offeror post Settlement
Tender Offer * Date
(the "Tendered Preference
Shares")
GBP2,868,194 114.1943% GBP13,905,596
8.80% GBP1.141943 per Preference 42.66%
Share
--------------------------- ------------------------
* The aggregate amount tendered prior to the Expiration
Deadline. Percentage tendered by reference to the nominal amount of
Preference Shares outstanding immediately prior to the launch of
the Exit Tender Offer, being GBP32,593,734.
The expected settlement date for Exit Tender Offer is 22
December 2023 (the "Settlement Date"). Following the Settlement
Date, the Offeror will hold 18,688,138 (or 57.34%) of the amount of
the Preference Shares then outstanding immediately prior to the
launch of the Exit Tender Offer. Bank of Ireland UK Holdings plc
also holds 100,000 Ordinary Shares in Bristol & West.
Therefore, following the Settlement Date, the Bank of Ireland Group
will hold, in aggregate, 57.47% of the entire issued share capital
of Bristol & West.
A General Meeting of the Preference Share Holders and a General
Meeting of all the Shareholders of Bristol & West (the "General
Meetings") are being held at 10.00 a.m. and 10.30 a.m. (London
time) respectively on 18 December 2023 at the offices of Allen
& Overy LLP at One Bishops Square, London E1 6AD at which
resolutions will be voted on in connection with the proposed
amendments to the articles of association of Bristol & West
prior to the contemplated voluntary liquidation of the Company (the
"Resolutions"). Further details are set out in the shareholder
circular dated 24 November 2023 and available at
www.linkgroup.eu/bristolandwest .
Bank of Ireland UK Holdings plc and The Governor and Company of
the Bank of Ireland intend to vote their holdings of Preference
Shares and ordinary shares in the Company, respectively, in favour
of the Resolutions. As a term of the Exit Tender Offer, the
chairperson of the General Meetings has also been appointed as
proxy to vote the Tendered Preference Shares in favour of the
Resolutions.
Further Information
Link Market Services Limited has been appointed to act as
receiving agent in connection with the Exit Tender Offer.
Preference Share Holders who have questions or require technical
assistance in connection with this Results Announcement should
contact the Receiving Agent using the following contact
details:
Link Market Services Limited
Telephone: 0800 029 4524 (if calling from the
UK) [1]
Telephone: +44 800 029 4524 (if calling from
outside the UK)
DISCLAIMER: This announcement must be read in conjunction with
the announcement relating to the Exit Tender Offer published by
Bristol & West on 24 November 2023 (the "Launch Announcement"),
Offer Memorandum and any other announcements published in
connection with the Exit Tender Offer. This announcement, the
Launch Announcement and the Offer Memorandum contain important
information which should be read carefully before any decision is
made with respect to the Exit Tender Offer. If you are in any doubt
as to the contents of this announcement or the Exit Tender 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. Neither Bristol & West nor the Receiving Agent
makes any recommendation as to whether holders should tender
Preference Shares pursuant to the Exit Tender Offer. Shareholders
should consult their own advisers as needed to assist them in
making a decision in respect of the Exit Tender Offer 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 this announcement and the
Offer Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Offer
Memorandum come 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 Share 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 document, "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 this announcement and/or 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, this announcement and 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 this announcement and the
Offer Memorandum by the Offeror and any other documents or
materials relating to the Exit 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 offers of any
Preference Shares under or in connection with such 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 Law.
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 Exit
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
Shareholder 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 ("Agreements, Acknowledgements, Representations,
Warranties and Undertakings") of the Offer Memorandum.
Any tender of Preference Shares for purchase pursuant to the
Exit Tender Offer from a Preference 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.
The Offer Memorandum contains certain forward-looking statements
that reflect 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 Offeror 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 Offeror 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 Offeror
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.
[1] Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday
to Friday (excluding public holidays in England and Wales). Calls
from within the UK are charged at the standard geographic rate and
will vary by provider. Calls to the helpline from outside the UK
will be charged at the applicable international rate. Please note
that calls may be monitored for security and training purposes.
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END
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