TIDMBIRG
RNS Number : 0942S
Bank of Ireland Group PLC
01 November 2023
Bank of Ireland Group plc (together with its subsidiaries, the
"Group")
Retirement of legacy perpetual instruments
1 November 2023
The Group is today announcing further steps in respect of the
retirement of legacy perpetual instruments.
On 3 August 2023, Bank of Ireland Group announced the results of
tender offers (the "Offers") by Bank of Ireland Nominee 3 Limited
("Nominee 3") in respect of legacy Euro and Sterling preference
stock issued by The Governor and Company of the Bank of Ireland
("BOI") (the "Instruments"). Following the completion of the
Offers, Nominee 3 held approximately 66% of the Euro Preference
Stock in issue and approximately 91% of the Sterling Preference
Stock in issue. Nominee 3 subsequently completed the acquisition of
the remaining Sterling Preference Stock in September 2023 and now
holds 100% of that Instrument.
An Extraordinary General Court ("EGC") of BOI will be held at
10.00 a.m. on Friday, 24 November 2023 at Arthur Cox LLP, Ten
Earlsfort Terrace, Dublin 2, D02 T380, Ireland, together with class
meetings for holders of the Instruments. The purpose of the EGC is
for holders to vote on resolutions to convert the Instruments into
redeemable units, at a redemption price equivalent to that paid in
the Offers. In the event that the proposed resolutions are passed,
BOI intends to redeem the Instruments before the end of 2023, as
described in the notice of the EGC. In the event that the
resolutions are passed, holders of each Instrument may object to
the conversion of their individual holding prior to the redemption
date and such holdings will not become redeemable. BOI is also
announcing that it intends to delist the Instruments in 2023, and a
separate announcement on the delisting will be released in the
coming weeks.
Further details of today's announcements are enclosed in an
Appendix to this announcement and are available on BOI's website,
along with additional documentation relating to the EGC and class
meetings at
https://investorrelations.bankofireland.com/shareholder-information/extraordinary-general-meeting/
. Details in respect of the tender offers earlier in 2023 are also
available at https://www.dfkingltd.com/boi/bankofireland
Ends
For further information please contact:
Bank of Ireland
Mark Spain, Group Chief Financial Officer +353 1 2508900 ext
43291
Eamonn Hughes, Chief Sustainability & Investor Relations
Officer +353 (0)87 2026325
Darach O'Leary, Head of Group Investor Relations +353 (0)87
9480650
Damien Garvey, Head of Group External Communications and Public Affairs +353 (0)86 8314435
APPIX
Notice of Extraordinary General Court
An Extraordinary General Court ("EGC") of The Governor and
Company of the Bank of Ireland ("BOI" or the "Bank") will be held
at 10.00 a.m. on Friday, 24 November 2023 at Arthur Cox LLP, Ten
Earlsfort Terrace, Dublin 2, D02 T380, Ireland.
BOI became a subsidiary of Bank of Ireland Group plc ("BOIG") in
2017, following which only appointed representatives of BOIG (the
holder of all of the Bank's Ordinary Stock) are usually entitled to
attend and vote at the EGC. However, given the business of the EGC
(as described below) may be considered to affect the rights and/or
privileges of the holders of (i) the 12% Non-Cumulative Euro
Preference Stock of EUR1.27 each (ISIN IE0000730790) (the "Euro
Preference Stock"), and (ii) the 12.625% Non-Cumulative Sterling
Preference Stock of GBP1.00 each (ISIN IE0000730808) (the "Sterling
Preference Stock", and together with the Euro Preference Stock, the
"Preference Stock"), the holders of the Preference Stock will also
be entitled to attend the EGC and vote on such resolutions, as
further described in the Notice of EGC.
BOI previously announced on 21 June 2023 that its Preference
Stock no longer qualified as regulatory capital, and that it would
be taking steps to remove these instruments, and in doing so,
provide liquidity to stockholders. As announced previously,
pursuant to a tender offer (and the compulsory acquisition
provisions under the Companies Act 2014 in respect of the Sterling
Preference Stock), a subsidiary of BOIG acquired 100% of the
Sterling Preference Stock and approximately 66% of the Euro
Preference Stock. In order to provide additional liquidity in
respect of the Euro Preference Stock, and to facilitate the
retirement of capital instruments that no longer qualify as
regulatory capital, BOI now proposes to convert the Preference
Stock into redeemable stock units which, subject to the passing of
the Resolutions discussed below and the right of holders to object,
will be redeemed by BOI at the same price as applied in the Tender
Offer.
The business of the EGC will be to consider and, if thought fit,
approve certain resolutions relating to the proposed conversion of
the Preference Stock to redeemable stock units, and the amendment
of the Bye-Laws of the Bank to provide for the redemption of the
Preference Stock at the discretion of BOI in exchange for the
payment of the redemption price ("Resolutions"). If the Resolutions
are passed, the Bank will proceed with the redemption of the
Preference Stock at the redemption price (as detailed in the Notice
of the EGC), save for any units of Euro Preference Stock in respect
of which an objection notice has been received in accordance with
the terms set out in the Notice of the EGC.
BOI also intends to delist the Preference Stock from the London
Stock Exchange and Euronext Dublin prior to the end of 2023 (the
"Delisting"), and a separate announcement will be made in relation
to the cancellation of those listings. The cancellation of the
listing is not dependent on the passing of the Resolutions and the
Bank intends to proceed with the Delisting independent of the
outcome of the EGC.
Separate class general meetings of the holders of the Euro
Preference Stock and the Sterling Preference Stock ("Class
Meetings") will also be held on Friday, 24 November 2023 following
the conclusion of the EGC for the purposes of seeking the consent
of those holders to the variation of the rights attaching to the
Euro Preference Stock and the Sterling Preference Stock. The Bank
will separately post details in relation to the Class Meetings, and
the separate voting and proxy arrangements which apply to them, to
the Preference Stockholders.
The Notice of the EGC, the Form of Proxy, the Preference Form of
Proxy, and other documents relating to the EGC have been made
available to those who are entitled to receive notice of the EGC
and have been posted to those who have elected to receive hard
copies of shareholder communications. Additionally, the Notice of
EGC, the Form of Proxy, the Preference Form of Proxy, the Objection
Form, and copies of the documents referred to in the Notice of the
EGC are available to view on the Bank's website,
https://investorrelations.bankofireland.com/shareholder-information/extraordinary-general-meeting/
.
In accordance with Irish Listing Rule 6.1.59 and FCA Listing
Rule 9.6.1 these documents, and a copy of the Bye-Laws of the Bank
in the proposed amended form, will be submitted to the Irish Stock
Exchange (t/a Euronext Dublin) and the UK's National Storage
Mechanism and will shortly be available for inspection at:
https://direct.euronext.com/#/oamfiling and at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Alternatively, you can view all of the documents detailed above
at:
https://investorrelations.bankofireland.com/shareholder-information/extraordinary-general-meeting/
DISCLAIMERS
This announcement contains certain forward-looking statements
that reflect the Governor and Company of the Bank of Ireland's
("BOI") intent, beliefs or current expectations about the future
and can be recognised by the use of words such as "expects,"
"will,", "anticipate," "intends" 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 directors of BOI 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 documentation
accompanying the Notice of EGC. BOI cannot guarantee that any
forward-looking statement will be realised, although it believes it
has 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. BOI 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
MSCUAUNROOUARAA
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November 01, 2023 12:28 ET (16:28 GMT)
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