Filed pursuant to Rule 433(d)
Registration Statement No. 333-151361
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For Immediate Release
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5 October 2010 |
AIB Announces Proposed Disposal of the M&T Shareholding
DUBLIN,
Ireland (5 October 2010) Allied Irish Banks, p.l.c. (AIB) [NYSE:AIB] announces that it has
commenced the disposal process for its 22.4 per cent shareholding in M&T Bank Corporation (M&T)
(M&T Shareholding).
The disposal is subject to AIB shareholder approval, and is taking the form of a public offering in
the United States of 26,700,000 contingent mandatorily exchangeable notes (Notes) exchangeable
for the shares of common stock of M&T currently owned by AIB (M&T Shares). The Notes constitute AIB debt instruments
and investors will be issued one Note for each underlying M&T Share. The Notes will be governed
by New York law and listed on the New York Stock Exchange.
Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc. are acting as underwriters and
joint bookrunning managers for the Notes offering.
Additional Information
AIB has filed a registration statement (including a prospectus) with the U.S. Securities and
Exchange Commission (SEC) for the offering to which this communication relates. Before you invest,
you should read the preliminary prospectus supplement dated
October 5, 2010, the accompanying
prospectus dated June 2, 2008 and the other documents we have filed with the SEC for more complete
information about AIB and this offering. You may get these documents for free by visiting EDGAR on
the SEC Web site at www.sec.gov. Alternatively, AIB, any underwriter or any dealer participating in
the offering will arrange to send you the prospectus if you request it by contacting Morgan
Stanley, 180 Varick Street #2F, New York, New York 10014, Attention: Prospectus Department (email:
prospectus@morganstanley.com), telephone 1-866-718-1649 or Citi, Brooklyn Army Terminal, 140 58th
Street, Brooklyn, New York 11220, Attention: Prospectus Department, (800) 831-9146 (email:
batprospectusdept@citi.com).
A further announcement will be made on pricing of the Notes.
This press release does not constitute an offer to purchase or a solicitation of an offer to sell
securities, nor shall there be any sales of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities law of such jurisdiction. The distribution of this press release in jurisdictions other
than the United States may be restricted by law and therefore persons into whose possession this
press release comes should inform themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the securities laws of any such
jurisdiction.
For further information, please contact:
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Alan Kelly
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Ronan Sheridan |
General Manager, Corporate Services
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Group Press Officer |
AIB Group
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AIB Group |
Dublin
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Dublin |
Tel: +353-1-6412162
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Tel: +353-1-6414651 |
email: alan.j.kelly@aib.ie
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email: ronan.j.sheridan@aib.ie |
The contents of this announcement should not be construed as legal, business, financial, tax,
investment or other professional advice.
Morgan Stanley & Co. Limited and AIB Corporate Finance Limited (AIB Corporate Finance) are acting
as joint financial advisers to AIB in relation to AIBs disposal of its M&T shares. In addition,
Morgan Stanley & Co. Limited and Morgan Stanley & Co. International plc are acting as sponsor and
corporate broker, respectively, in connection with the disposal.
Morgan Stanley & Co. Limited and Morgan Stanley & Co. International plc (together, Morgan
Stanley) are acting in the aforementioned capacities for AIB and no one else in connection with
the disposal and will not regard any other person (whether or not a recipient of this announcement)
as Morgan Stanleys client in relation to the disposal and will not be responsible to anyone other
than AIB for providing the protections afforded to clients of Morgan Stanley or for providing
advice in relation to the disposal or any other matter referred to in this announcement.
Citigroup Global Markets Inc. is acting exclusively for AIB and no one else in connection with the
disposal and will not regard any other person (whether or not a recipient of this announcement) as
its client in relation to the disposal and will not be responsible to anyone other than AIB for
providing the protections afforded to clients of Citigroup Global Markets Inc.
or for providing advice in relation to the disposal or any other matter referred to in this
announcement.
AIB Corporate Finance is acting exclusively for AIB and no one else in connection with the disposal
and will not regard any other person (whether or not a recipient of this announcement) as its
client in relation to the disposal and will not be responsible to anyone other than AIB for
providing the protections afforded to clients of AIB Corporate Finance or for providing advice in
relation to the disposal or any other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Morgan Stanley or
AIB Corporate Finance by the Listing Rules, neither Morgan Stanley nor AIB Corporate Finance
accepts any responsibility whatsoever and makes no representation or warranty, express or implied,
for the contents of this announcement, including its accuracy, completeness or verification or for
any other statement made or purported to be made by AIB, or on AIBs behalf, or by Morgan Stanley
or AIB Corporate Finance, or on Morgan Stanleys or AIB Corporate Finances behalf, in connection
with AIB, the M&T Shareholding, M&T or the disposal, and nothing in this announcement is or shall
be relied upon as a promise or representation in this respect, whether as to the past or future.
Each of Morgan Stanley and AIB Corporate Finance accordingly disclaims to the fullest extent
permitted by law and under the Listing Rules all and any responsibility and liability, whether
arising in tort, contract or otherwise, which it might otherwise have in respect of this document
and any such statement.
None of the Minister for Finance, the Department of Finance, the Irish Government, the National Treasury Management Agency, the National Pensions Reserve Fund Commission or any person controlled
by or controlling any such person, or any entity or agency of or related to the Irish State, or any
director, officer, official, employee or adviser of any such person (each such person, a Relevant
Person) accepts any responsibility whatsoever or makes any representation or warranty, express or
implied, for the contents of this announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be made by AIB, or on AIBs behalf, or
by Morgan Stanley or AIB Corporate Finance, or on Morgan Stanleys or AIB Corporate Finances
behalf, or by any Relevant Person or on any Relevant Persons behalf in connection with AIB, the
M&T Shareholding, M&T or the disposal, and nothing in this announcement is or shall be relied upon
as a promise or representation in this respect, whether as to the past or future. Each Relevant
Person accordingly disclaims to the fullest extent permitted by law and under the Listing Rules all
and any responsibility and liability, whether arising in tort, contract or otherwise, which it
might otherwise have in respect of this document and any such statement.
This announcement contains forward-looking statements, within the meaning of Section 27A of the
U.S. Securities Act of 1933 (as amended) and Section 21E of the
U.S. Securities Exchange Act of 1934 (as amended), regarding the belief or current expectations of AIB, AIBs Directors and other members
of its senior management about AIBs business, and the transaction described in this announcement.
Generally, words such as may, could,
will, expect, intend,
estimate, anticipate,
believe, plan, seek, continue or similar expressions identify forward-looking statements.
All statements other than statements of historical fact are, or may be deemed to be,
forward-looking statements. These forward-looking statements are not guarantees of future
performance. Rather, they are based on current views and assumptions and involve known and unknown
risks, uncertainties and other factors, many of which are outside the control of AIB and are
difficult to predict, that may cause actual results to differ materially from any future results or
developments expressed or implied from the forward-looking statements.
The forward-looking statements speak only as of the date of this announcement. Except as required
by the Financial Regulator, the Irish Stock Exchange, the FSA, the London Stock Exchange plc or
applicable law, AIB does not have any obligation to update or revise publicly any forward-looking
statement, whether as a result of new information, further events or otherwise. AIB expressly
disclaims any obligation or undertaking to publicly release any updates or revisions to any
forward-looking statement contained in this announcement or incorporated by reference to reflect
any change in AIBs expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.