| Pricing Term Sheet | Issuer Free Writing Prospectus | |
| Dated October 6, 2010 | Filed Pursuant to Rule 433(d) | |
| Registration Statement No. 333-151361 | ||
| Supplementing the Preliminary | ||
| Prospectus Supplement | ||
| dated October 5, 2010 and the | ||
| Prospectus dated June 2, 2008 |
Issuer:
|
Allied Irish Banks, p.l.c. (“AIB”) | |
Securities:
|
Contingent Mandatorily Exchangeable Notes due November 15, 2010 (the “Notes”), mandatorily exchangeable for shares of common stock, $0.50 par value, of M&T Bank Corporation (“M&T”) | |
Aggregate number of Notes:
|
26,700,000 Notes | |
Principal amount / issue price:
|
$77.50 per Note | |
Aggregate principal amount:
|
$2,069,250,000 | |
Maturity Date:
|
November 15, 2010 | |
Date AIB expects to receive
approval from the Irish Stock
Exchange and the United
Kingdom Listing Authority of
the Shareholder Circular:
|
October 11, 2010 | |
Expected Meeting Date:
|
AIB intends to hold an Extraordinary General Meeting on the Expected Meeting Date of November 1, 2010, which is 21 days after AIB intends to mail the Shareholder Circular to its shareholders | |
Exchange Condition:
|
Approval by AIB shareholders of AIB’s disposition of its shares of M&T common stock at an Extraordinary General Meeting held no later than November 8, 2010 | |
Exchange Date:
|
The third business day immediately following the date the Exchange Condition is satisfied | |
Pricing Date:
|
October 6, 2010 |
Last reported sale price of
M&T common stock on the NYSE
on October 6, 2010:
|
$78.91 per share | |
Redemption Price:
|
The principal amount of each Note plus a $0.26 premium per Note; provided that, the Redemption Price will be reduced by the amount of any Cash M&T Distribution Adjustment per Note in excess of $0.515 per Note | |
No Interest:
|
No interest will accrue or be paid on the Notes | |
Initial Exchange Ratio:
|
One share of M&T common stock per Note | |
Security:
|
An amount of cash equal to $2,089,942,500, which represents 101% of the aggregate principal amount of the Notes, will be pledged for the benefit of the Trustee and the holders of the Notes and the Record Date Holders to secure any cash payment required to be made to such holders or such Record Date Holders, whether in connection with a redemption of the Notes or a Cash M&T Distribution Adjustment | |
| In order to minimize its exposure to the risk of currency fluctuation, AIB intends to enter into a forward sale contract in relation to an amount of cash described in the preceding paragraph on or around the date of closing of the issuance of the Notes | ||
Underwriting discount and
commission: |
$0.58125 per Note (0.75%) | |
Advisory fee:
|
AIB may elect to pay to the underwriters an advisory fee of up to $10,346,250, payable on the fifth business day immediately following the date of the Extraordinary General Meeting called to approve the disposition of AIB’s shares of M&T common stock, such fee payable at AIB’s sole discretion | |
Proceeds, before expenses and
advisory fee, to AIB:
|
$2,053,730,625 | |
Trade date:
|
October 6, 2010 | |
Settlement date:
|
October 13, 2010 | |
CUSIP:
|
019228 709 | |
Listing:
|
The Notes have been approved for listing on the New York Stock Exchange, under the symbol “MTC” and are expected to trade on the New York Stock Exchange on October 7, 2010 | |
Joint book-running managers:
|
Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc. |
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