Allied Irish Banks, p.l.c. ("AIB") [NYSE:AIB] For Immediate Release
14th June 2011
ALLIED IRISH BANKS, P.L.C. ANNOUNCES THE PRELIMINARY RESULTS OF ITS OFFERS TO PURCHASE FOR CASH
any and all of its outstanding
£350,000,000 Subordinated Callable Fixed/Floating Rate Notes due 2030 (ISIN: XS0180778507)
(the "2030 Sterling Notes")
U.S.$400,000,000 Dated Callable Step-Up Subordinated Notes due 2015 (ISIN: XS0197993875)
(the "2015 Dollar Notes")
€400,000,000 Subordinated Callable Step-Up Floating Rate Notes due 2015 (ISIN: XS0208845924)
(the "2015 Euro Notes")
£500,000,000 Subordinated Callable Fixed/Floating Rate Notes due 2025 (ISIN: XS0214107053)
(the "2025 Sterling Notes")
€500,000,000 Callable Subordinated Step-Up Floating Rate Notes due 2017 (ISIN: XS0232498393)
(the "2017 Euro Floating Rate Notes")
£700,000,000 Callable Dated Subordinated Fixed to Floating Rate Notes due July 2023 (ISIN: XS0368068937)
(the "2023 Sterling Notes")
£368,253,000 12.5 per cent. Subordinated Notes due 25 June 2019 (ISIN: XS0435957682)
(the "2019 Sterling Notes")
€868,518,000 12.5 per cent. Subordinated Notes due 25 June 2019 (ISIN: XS0435953186)
(the "2019 Euro Notes")
€419,070,000 10.75 per cent. Subordinated Notes due 2017 (ISIN: XS0498532117)
(the "2017 Euro Notes")
U.S.$177,096,000 10.75 per cent. Subordinated Notes due 2017 (ISIN: XS0498530178)
(the "2017 Dollar Notes")
£1,096,645,000 11.50 per cent. Subordinated Notes due 2022 (ISIN: XS0498531069)
(the "2022 Sterling Notes")
€200,000,000 Perpetual Subordinated Callable Step-Up Notes (ISIN: XS0100325983)
(the "Perpetual Euro Notes")
£400,000,000 Perpetual Callable Step-Up Subordinated Notes (ISIN: XS0227409629)
(the "Perpetual Sterling Notes")
€500,000,000 7.50 per cent. Step-Up Callable Perpetual Reserve Capital Instruments (ISIN: XS0120950158)
(the "Perpetual RCIs")
U.S.$100,000,000 Subordinated Primary Capital Perpetual Floating Rate Notes (ISIN: IE0000189625)
(the "Perpetual Dollar Notes" and, together with the 2030 Sterling Notes, the 2015 Dollar Notes,
the 2015 Euro Notes, the 2025 Sterling Notes, the 2017 Euro Floating Rate Notes, the 2023 Sterling Notes, the 2019
Sterling Notes, the 2019 Euro Notes, the 2017 Euro Notes, the 2017 Dollar Notes, the 2022 Sterling Notes,
the Perpetual Euro Notes, the Perpetual Sterling Notes and the Perpetual RCIs, the "Notes")
and
any and all of the outstanding
AIB UK I LP €1,000,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative
Perpetual Preferred Securities having the benefit of a subordinated guarantee
of Allied Irish Banks, p.l.c. (ISIN: XS0208105055)
(the "AIB UK I PPS")
AIB UK 2 LP €500,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative
Perpetual Preferred Securities having the benefit of a subordinated guarantee
of Allied Irish Banks, p.l.c. (ISIN: XS0257734037)
(the "AIB UK 2 PPS")
AIB UK 3 LP £350,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative
Perpetual Preferred Securities having the benefit of a subordinated guarantee
of Allied Irish Banks, p.l.c. (ISIN: XS0257571066)
(the "AIB UK 3 PPS" and, together with the AIB UK I PPS and the AIB UK 2 PPS, the "PPS")
On 13 May 2011, Allied Irish Banks, p.l.c. (the "Bank") announced that it was inviting all holders of the Notes (subject to the invitation restrictions set out in the Tender and Consent Memorandum (as defined below)) to (i) tender any and all of the Notes for purchase by the Bank for cash, and (ii) consent (the "AIB Consent Invitation") to certain modifications of the terms of the Notes (together, the "AIB Offer").
The Bank also announced that it was inviting holders (subject to the invitation restrictions set out in the Tender and Consent Memorandum) to tender any and all of the PPS for purchase by the Bank for cash.
In addition on the same date, AIB G.P. No. 1 Limited ("AIB GP") announced that it was inviting all holders of the PPS (subject to the invitation restrictions set out in the Tender and Consent Memorandum) to consent (the "LP Consent Invitation" and together with the AIB Consent Invitation, the "Consent Invitations" and each a "Consent Invitation") to certain modifications of the terms of the PPS (together with the Bank's invitation to such holders, the "LP Offer" and together with the AIB Offer, the "Offers" and each an "Offer").
The Offers were made upon the terms and subject to the conditions contained in the tender and consent memorandum dated 13 May 2011 (the "Tender and Consent Memorandum").
In conjunction with the invitation to tender any and all of the Notes or PPS, as applicable, each of the Bank (in respect of the Notes) and AIB GP (in respect of the PPS) invited holders of each Series of Notes and PPS (subject to the invitation restrictions set out in the Tender and Consent Memorandum) to consider, and, if thought fit, pass, the relevant Extraordinary Resolution (each an "Extraordinary Resolution") in relation to certain modifications of the terms of each Series of the Notes and/or PPS (and the guarantees in respect of the PPS) as further described in the Tender and Consent Memorandum.
This announcement is made in accordance with the Tender and Consent Memorandum. Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Tender and Consent Memorandum.
The Bank hereby announces the provisional aggregate nominal amount of each Series of Notes (other than the 2015 Euro Notes, the 2023 Sterling Notes and the 2017 Euro Notes, together the "Delayed Settlement Notes") and PPS validly tendered pursuant to the relevant Offer as set out in the table below.
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Description of the Notes
|
Common code/ISIN
|
Outstanding nominal amount prior to settlement of the AIB Offer
|
Provisional aggregate nominal amount of Notes validly tendered
|
|
£350,000,000 Subordinated Callable Fixed/Floating Rate Notes due 2030
|
018077850/
XS0180778507
|
£145,000
|
£145,000
|
|
U.S.$400,000,000 Dated Callable Step-Up Subordinated Notes due 2015
|
019799387/
XS0197993875
|
U.S.$39,316,000
|
U.S.$38,359,000
|
|
£500,000,000 Subordinated Callable Fixed/Floating Rate Notes due 2025
|
021410705/
XS0214107053
|
£1,261,000
|
£125,000
|
|
€500,000,000 Callable Subordinated Step-Up Floating Rate Notes due 2017
|
023249839/
XS0232498393
|
€75,215,000
|
€49,930,000
|
|
£368,253,000 12.5 per cent. Subordinated Notes due 25 June 2019
|
043595768/
XS0435957682
|
£215,963,000
|
£41,103,000
|
|
€868,518,000 12.5 per cent. Subordinated Notes due 25 June 2019
|
043595318/ XS0435953186
|
€628,448,000
|
€588,498,000
|
|
U.S.$177,096,000 10.75 per cent. Subordinated Notes due 2017
|
049853017/
XS0498530178
|
U.S.$108,105,000
|
$93,510,000
|
|
£1,096,645,000 11.50 per cent. Subordinated Notes due 2022
|
049853106/
XS0498531069
|
£385,344,000
|
£384,294,000
|
|
€200,000,000 Perpetual Subordinated Callable Step-Up Notes
|
010032598/ XS0100325983
|
€53,793,000
|
€53,515,000
|
|
£400,000,000 Perpetual Callable Step-Up Subordinated Notes
|
022740962/ XS0227409629
|
£58,608,000
|
£58,558,000
|
|
€500,000,000 7.50 per cent. Step-Up Callable Perpetual Reserve Capital Instruments
|
0120950515/
XS0120950158
|
€240,435,000
|
€229,494,000
|
|
U.S.$100,000,000 Subordinated Primary Capital Perpetual Floating Rate Notes
|
001056093/
IE000018962
|
U.S.$100,000,000
|
$98,980,000
|
|
Description of the PPS
|
Common code/ISIN
|
Outstanding nominal amount prior to settlement of the LP Offer
|
Provisional aggregate nominal amount of PPS validly tendered
|
|
AIB UK I LP €1,000,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities
|
020810505/
XS0208105055
|
€191,398,000
|
€187,390,000
|
|
AIB UK 2 LP €500,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities
|
025773403/
XS0257734037
|
€95,041,000
|
€94,624,000
|
|
AIB UK 3 LP £350,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities
|
025757106/
XS0257571066
|
£36,728,000
|
£36,181,000
|
The provisional aggregate nominal amount of all Notes and PPS validly tendered is in excess of 86 per cent. of the aggregate outstanding nominal amount such Notes and PPS which
the Bank offered to purchase pursuant to the Offers. The Bank expects to generate approximately €1.6 billion of Core Tier 1 capital following completion of the Offers.
As soon as reasonably practicable after conclusion of the Meetings on Thursday, 16 June 2011, (A) the Bank expects to announce whether (i) it accepts for purchase Notes or PPS
validly tendered in the relevant Offer and the aggregate nominal amount (if any) of Notes or PPS of each Series accepted for purchase, and (ii) the Extraordinary Resolutions (in relation
to the Notes other than the Delayed Settlement Notes) have been passed, and (B) AIB GP expects to announce whether the Extraordinary Resolutions (in relation to the PPS) have been
passed.
Payment of the Purchase Price in respect of Notes (other than the Delayed Settlement Notes) and PPS validly tendered in the relevant Offer and accepted for purchase is expected to be made
on Friday, 17 June 2011.
The Bank expects to announce the provisional aggregate nominal amount of each Series of Delayed Settlement Notes validly tendered pursuant to the AIB Offer on Thursday, 21 July 2011.
GENERAL
Holders are advised to read carefully the Tender and Consent Memorandum for full details of, and information on, the Offers. Requests for information in relation to the Offers should be
directed to the Dealer Manager:
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THE DEALER MANAGER
|
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J.P. Morgan Securities Ltd.
125 London Wall
London EC2Y 5AJ
United Kingdom
For information by telephone:
+44 (0) 20 7779 2468
Attention: Ryan O'Grady - FIG Syndicate
Email: ryan.ogrady@jpmorgan.com
For information by telephone:
+44 (0) 20 7777 1333
Attention: Sebastien Bamsey - Liability Management
Email: sebastien.m.bamsey@jpmorgan.com
|
Requests for information, documents or materials relating to the Offers should be directed to the Tender and Tabulation Agent:
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THE TENDER AND TABULATION AGENT
|
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Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
For information by telephone: +44 20 7704 0880
For information by facsimile: +44 20 7067 9098
Attention: Yves Theis / David Shilson
Email: aib@lucid-is.com
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This announcement must be read in conjunction with the Tender and Consent Memorandum.
This announcement does not constitute an offer to sell or buy or the solicitation of an offer to sell or buy the Notes or PPS.