TIDMBWSA
RNS Number : 2787I
Bristol & West PLC
03 August 2023
Bank of Ireland Group plc (together with its subsidiaries the
"Group")
Results of the Tender Offers
3 August 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT, INCLUDING
THE UNITED STATES OR ANY U.S. PERSON.
The Bank of Ireland Group (the "Group") is today pleased to
announce the results of the tender offers and consent solicitation
exercise (the "Offers") which were announced on 21 June 2023 in
respect of certain legacy perpetual instruments. The level of
take-up of the Offers by holders means that the Group expects it
will shortly be able to retire two of the four instruments targeted
by the Offers and has made significant progress towards its goal of
retiring in full its other two outstanding legacy perpetual
instruments.
The Offers and compulsory acquisition reduce the Group's CET1
ratio by c.10bps (c.5bps of which was included in the Group's CET1
ratio at 30 June 2023).
The table below summarises the aggregate results of the Offers
as at the relevant final investor deadlines of 1:00 pm on 2 August
2023 (the "Deadline").
Instrument Name ISIN % tendered* % voting only* % not
tendered
/ not
voted*
------------------ ------------- ----------- --------------------------------------------------------- -----------
12.625% Sterling
Preference
Stock IE0000730808 91.77% N/A 8.23%
================== ============= =========== ========================================================= ===========
12% Euro
Preference
Stock IE0000730790 65.84% N/A 34.16%
================== ============= =========== ========================================================= ===========
8.125% Preference
Shares GB0000510205 48.54% N/A 51.46%
================== ============= =========== ========================================================= ===========
11.15%
of which:
* 2.12% in favour
* 8.52% against
* 0.51% appointing proxy to attend in person and may
13.375% Bonds GB0000510312 68.46%** vote 20.39%
------------------ ------------- ----------- --------------------------------------------------------- -----------
* Percentages are based on the outstanding nominal amount/
principal amount of the relevant instrument and the aggregate
amount of each instrument tendered pursuant to the relevant
Offers
** Tender instructions for the 13.375% Bonds also constitute a
vote in favour of the Consent Solicitation
12.625% Sterling Preference Stock
Bank of Ireland Nominee 3 Limited (the "Preference Stock
Offeror") has announced today that it has accepted all valid
tenders of 12.625% Sterling Preference Stock received pursuant to
the Offer for that instrument. The expected settlement date for
such tendered stock (to the extent not already acquired by the
Preference Stock Offeror) is 16 August 2023. As the Preference
Stock Offeror has now accepted valid tenders in respect of more
than 80% of the outstanding 12.625% Sterling Preference Stock, it
has the right to compulsorily acquire (at a price of GBP18.30 for
each GBP1 of 12.625% Sterling Preference Stock plus an additional
payment in lieu of dividends) the remaining 12.625% Sterling
Preference Stock which was not tendered. The Preference Stock
Offeror intends to shortly exercise those rights, and the Group
expects that the compulsory acquisition will complete in September
2023, subject to the statutory rights of dissenting holders.
Further detail is provided in the offer results announcement in
respect of the 12.625% Sterling Preference Stock released
today.
12% Euro Preference Stock
The Preference Stock Offeror has announced today that it has
accepted all valid tenders of 12% Euro Preference Stock received
pursuant to the Offer for that instrument. The expected settlement
date for such tendered stock (to the extent not already acquired by
the Preference Stock Offeror) is 16 August 2023.
As the amount tendered by holders pursuant to the relevant Offer
is less than 80% of the outstanding 12% Euro Preference Stock, the
Preference Stock Offeror has not yet reached the threshold to
compulsorily acquire the 12% Euro Preference Stock which was not
tendered to it.
However, the Group intends to continue its efforts to acquire
the remainder of the 12% Euro Preference Stock in order to retire
that instrument entirely. The Group may, at its discretion, seek to
acquire some or all of the remaining 12% Euro Preference Stock,
including by way of open market purchases or launching another
offer, or take other steps in respect of the 12% Euro Preference
Stock. Any subsequent acquisitions will be subject to their own
terms and conditions, which may differ from the terms and
conditions of the Offer(s) in a number of respects, including but
not limited to, that the price payable in respect of such
subsequent acquisitions may differ from, be lower than or higher
than the relevant Offer Price and may differ as to whether or not a
payment in lieu of dividend amount is paid and on what terms. As a
result of any such subsequent acquisitions or actions, the 12% Euro
Preference Stock held by the Offeror or the Group could exceed 80%
of the outstanding amount of that instrument, in which case the
Offeror or the Group may gain the right to compulsorily acquire the
remaining 12% Euro Preference Stock .
8.125% Preference Shares
The Governor and Company of the Bank of Ireland (the "Preference
Shares Offeror") has announced today that it has accepted all valid
tenders of 8.125% Preference Shares received pursuant to the Offer
for that instrument. The expected settlement date for such tendered
shares (to the extent not already acquired by the Preference Shares
Offeror) is 16 August 2023.
As further described in the Tender Offer Memorandum relating to
the 8.125% Preference Shares published on 21 June 2023, t he
Group's ultimate intention is to wind up Bristol & West plc
through a members' voluntary liquidation process. The Preference
Shares Offeror intends to retain the 8.125% Preference Shares
acquired pursuant to the relevant Offer with the objective of
acquiring a sufficient number of 8.125% Preference Shares to
ultimately pass a Liquidation Resolution at a general meeting of
Bristol & West plc. Any Liquidation Resolution will require the
approval of 75% of the shareholders of Bristol & West plc in
attendance at such a general meeting in order to be passed.
The Group may, at its discretion, seek to acquire some or all of
the remaining 8.125% Preference Shares , including by way of open
market purchases or launching another offer, or take other steps in
respect of the 8.125% Preference Shares . Any subsequent
acquisitions will be subject to their own terms and conditions,
which may differ from the terms and conditions of the Offer(s) in a
number of respects, including but not limited to, that the price
payable in respect of such subsequent acquisitions may differ from,
be lower than or higher than the relevant Offer Price and may
differ as to whether or not a payment in lieu of dividend amount is
paid and on what terms.
13.375% Bonds
As the total principal amount outstanding of the 13.375% Bonds
tendered or voted pursuant to the relevant tender offer and consent
solicitation exceeds two-thirds of the principal amount outstanding
of the 13.375% Bonds, the proposed Bondholder meeting to consider
the Extraordinary Resolution to insert an issuer call option into
the conditions of the 13.375% Bonds will have sufficient quorum to
proceed on 4 August 2023 (the "Meeting"). At least 75% of the
Bondholders attending at the Meeting must vote in favour of the
Extraordinary Resolution in order to be passed. As votes in favour
of the resolution have been irrevocably cast by 88.65% (by
principal amount outstanding) of those registered to attend or vote
at the Meeting, the Group currently anticipates that the
Extraordinary Resolution will be passed at the Meeting and
accordingly that all of the 13.375% Bonds will be redeemed on 25
August 2023. Further detail is provided in the offer results
announcement in respect of the 13.375% Bonds released today.
Further Information
Each of the Offers was made on the terms of and subject to the
conditions contained in the offer memorandum for each relevant
instrument, available at https://www.dfkingltd.com/boi/ (the "Offer
Memoranda"). Capitalised terms not otherwise defined in this
announcement have the same meanings as assigned to them in the
respective Offer Memorandum.
Further information in relation to the results in respect of
each of the Offers can be found in the respective offer results
announcements which have also been released today.
Ends.
For further information please contact:
Bank of Ireland
+353 1 2508900 ext 43291
Mark Spain, Group Chief Financial Officer +353 (0)87 2026325
Eamonn Hughes, Chief Sustainability & Investor Relations
Officer +353 (0)87 9480650
Damien Garvey, Head of Group External Communications and Public Affairs +353 (0)86 8314435
DISCLAIMERS
This announcement must be read in conjunction with the
announcements relating to the Offers published on 21 June 2023 and
30 June 2023, the Offer Memoranda and any other announcements
published in connection with the Offers. This announcement, the
announcements relating to the Offers on 21 June 2023 and 30 June
2023 and the Offer Memoranda (including the documents incorporated
by reference therein) contain important information which should be
read carefully. If you are in any doubt as to the contents of this
announcement, the announcements dated 21 June 2023 and 30 June
2023, or the Offer Memoranda 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.
This announcement contains certain forward-looking statements
that reflect the Bank of Ireland Group's and/or each of 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 Bank of Ireland Group
and/or the offeror in respect of each offer 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 Memoranda. The
offerors 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. Neither the Bank of Ireland Group nor the
offeror in respect of each offer 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.
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END
RTENKNBNABKDFFK
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