TIDMBWSA
RNS Number : 6188E
Bristol & West PLC
30 June 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS
TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED
IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933 AS
AMED) (THE "SECURITIES ACT"). NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN,
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS DOCUMENT.
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
The Governor and Company of the Bank of Ireland
tender offer in respect of the GBP32,593,734 8.125 per cent
non-cumulative, non-redeemable preference shares issued by
Bristol & West plc
(a subsidiary of the Offeror and a member of the Bank of Ireland
Group)
(ISIN: GB0000510205)
Early Results Announcement following the General Expiration
Deadline of the Tender Offer
30 June 2023
On 21 June 2023, The Governor and Company of the Bank of Ireland
(the "Offeror"), a subsidiary of Bank of Ireland Group plc
("BOIG"), had announced invitations to holders to tender any and
all of their GBP32,593,734 8.125 per cent non-cumulative,
non-redeemable preference shares issued by Bristol & West plc
(itself a wholly owned subsidiary of the Bank of Ireland Group)
(the "Preference Shares") on the terms set out in the offer
memorandum dated 21 June 2023 (the "Offer Memorandum") (the "Tender
Offer").
Capitalised terms not otherwise defined in this announcement
have the same meaning as assigned to them in the Offer
Memorandum.
The Offeror today announces its acceptance of validly submitted
Tender Instructions received by the Receiving Agent prior to 1.00
p.m. (UK time) on 29 June 2023 (the "General Expiration
Deadline").
Preference Share Holders should note that the Tender Offer
remains open to Retail Investors (and such other Preference Share
Holders as the Offeror may determine at its sole and absolute
discretion) until the Retail Expiration Deadline, as further
detailed in the section entitled "Retail Expiration Deadline"
below, and in the Offer Memorandum.
ACCEPTANCE OF VALID TER INSTRUCTIONS RECEIVED PRIOR TO THE
GENERAL EXPIRATION DEADLINE
The Offeror hereby announces that it accepts for purchase all
Preference Shares validly tendered pursuant to the Tender Offer
prior to the General Expiration Deadline, as set out in the table
below:
Aggregate nominal Payment in Total Payment Outstanding
amount (and Offer Price** Lieu of Dividend nominal amount
percentage) Amount** not held by
validly tendered the Offeror
* post Early Settlement
Date***
GBP5,181,053 117.5% 118.813% or GBP27,412,681
1.313% or GBP0.01313 GBP1.18813 for
15.90% GBP1.17500 for for each Preference each Preference 84.10%
each Preference Share for validly Share (by reference
Share submitted Tender to the Payment
Instructions in Lieu of Dividend
received prior Amount applicable
to the General to the expected
Expiration Deadline Early Settlement
**** Date) ****
---------------- ---------------------- -------------------- ----------------------
* Prior to the General Expiration Deadline. Percentage tendered
by reference to the nominal outstanding immediately prior to the
launch of the Tender Offer, being GBP32,593,734
** For further detail on the Offer Price and Payment in Lieu of
Dividend Amount, please refer to the Offer Memorandum
*** After settlement on the expected Early Settlement Date of 13
July 2023
**** Based on the Offer settling on the expected Early
Settlement Date of 13 July 2023
The Settlement Date for Institutional Investors and for Retail
Investors whose respective validly submitted Tender Instructions
were received by the Receiving Agent prior to the General
Expiration Deadline is expected to be 13 July 2023 (the "Early
Settlement Date").
Unless otherwise determined by the Offeror in its sole and
absolute discretion, any Tender Instructions received by the
Receiving Agent from Institutional Investors after the General
Expiration Deadline have not been and will not be accepted.
Following the Early Settlement Date, the Offeror will hold
5,181,053 (or 15.90%) of the amount of the Preference Shares then
outstanding immediately prior to the launch of the Tender Offer.
Bank of Ireland UK Holdings plc also holds 100,000 Ordinary Shares
in Bristol & West. Therefore, following the Early Settlement
Date, the Bank of Ireland Group will hold, in aggregate, 16.15% of
the entire issued share capital of Bristol & West.
The Offeror and Bristol & West do not intend to cancel any
of the Preference Shares tendered pursuant to the Tender Offer. The
Offeror intends to retain the Preference Shares with the objective
of acquiring a sufficient number of Preference Shares to pass the
Articles Amendment and the Liquidation Resolution at a general
meeting required in connection with the anticipated future
liquidation of Bristol & West, as further described in the
Offer Memorandum.
RETAIL EXPIRATION DEADLINE
With respect to any Retail Investors who have not previously
submitted Tender Instructions in respect of their Preference Shares
prior to the General Expiration Deadline, the Tender Offer has not
expired for such Retail Investors.
The expiration deadline for Retail Investors (and such other
Preference Share Holders as the Offeror may determine at its sole
and absolute discretion) is the Retail Expiration Deadline, 1.00
p.m. on 2 August 2023 .
Preference Share Holders who are Retail Investors who hold their
Preference Shares outside CREST in certificated form can still
complete a Tender Instruction Form online at
www.linkgroup.eu/bristol-and-west and submit it prior to the Retail
Expiration Deadline. Note that for ease of administration of the
Tender Offer, the Offeror will only accept tenders of all (and not
part) of the Preference Shares held by a Preference Share Holder in
certificated form.
Preference Share Holders who are Retail Investors who hold their
Preference Shares in CREST can participate in the Tender Offer by
arranging for the CREST Participant through which they hold their
Preference Shares to submit a Tender Instruction on their behalf
via CREST, prior to the Retail Expiration Deadline.
The settlement date for Retail Investors whose respective
validly submitted Tender Instructions are received by the Receiving
Agent after the General Expiration Deadline and prior to the Retail
Expiration Deadline is expected to be 16 August 2023 (subject to
the right of the Offeror to extend, re-open, amend and/or terminate
any of the Tender Offer, as applicable) (the "Retail Settlement
Date").
The Offeror retains the discretion to accept Tender Instructions
received after the General Expiration Deadline or the Retail
Expiration Deadline, which in each case will be at the sole and
absolute discretion of the Offeror.
Offer Price and Payment in Lieu of Dividend Amount
The total consideration payable to each Preference Share Holder
in respect of each Preference Share validly submitted for tender
and accepted for purchase by the Offeror on or before the General
Expiration Deadline will be an amount in cash equal to (i) the
Offer Price for the Preference Shares, plus (ii) the Payment in
Lieu of Dividend Amount for the applicable Settlement Date, as set
out in the Offer Memorandum.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the
key events relating to the Tender Offer following the date of this
announcement. The below times and dates are indicative only, and
subject to change and to the right of the Offeror to extend,
reopen, amend and/or terminate the Offer (subject to applicable law
and as provided in the Offer Memorandum). Accordingly, the actual
timetable may differ from the timetable below.
Events Times and Dates
(All times are UK time)
----------------------------------------------------------------------------------------- ---------------------------
Early Settlement Date 13 July 2023
This is the expected settlement date of the Early Acceptances to the Tender Offer,
including
(i) purchase by the Offeror of Preference Shares validly tendered and accepted pursuant
to
the Tender Offer and (ii) payment of the Offer Price and the relevant Payment in Lieu of
Dividend
Amount in respect of such Preference Shares.
Retail Expiration Deadline 1.00 p.m. on 2 August 2023
Deadline for receipt by the Receiving Agent of Tender Instructions from a Retail
Investor
to be eligible (if such Preference Shares are accepted for purchase by the Offeror) to
receive
the Offer Price and the relevant Payment in Lieu of Dividend Amount. Accordingly, this
is
the latest time and date for (i) receipt of Tender Instruction Forms for tendered
Preference
Shares in certificated form; and (ii) settlement of TTE Instructions for Preference
Shares
tendered in CREST.
Please note that only Retail Investors can submit a Tender Instruction by the Retail
Expiration
Deadline.
Record date in respect of later instructions 6.30 p.m. on 2 August 2023
Final Results Announcement 3 August 2023
Announcement of the Offeror's decision whether to accept valid tenders of Preference
Shares
received prior to the Retail Expiration Deadline pursuant to the Tender Offer.
Details of:
(i) the number of Preference Shares validly tendered whose respective validly submitted
Tender
Instructions are received by the Receiving Agent after the General Expiration Deadline
and
prior to the Retail Expiration Deadline pursuant to the Tender Offer that the Offeror
determines,
in its sole discretion, that it will accept for purchase;
(ii) the number of Preference Shares purchased pursuant to the Tender Offer (being the
amount
purchased on the Early Settlement Date plus the amount to be purchased on the Retail
Settlement
Date);
(iii) the percentage of Preference Shares validly tendered before the Retail Expiration
Deadline
pursuant to the Tender Offer; and
(iv) the aggregate percentage of Preference Shares and Ordinary Shares of Bristol & West
that
will be owned by the Bank of Ireland Group following the Retail Settlement Date.
Retail Settlement Date 16 August 2023
This is the expected settlement date of the Later Acceptances to the Tender Offer,
including
(i) purchase of Preference Shares purchased in the Tender Offer by the Offeror and (ii)
payment
of the Offer Price and the relevant Payment in Lieu of Dividend Amount in respect of
such
Preference Shares.
The above times and dates are indicative only, and subject to
change and to the right of the Offeror to extend, re-open, amend
and/or terminate the Tender Offer (subject to applicable law and as
provided in the Offer Memorandum).
Preference Share Holders are advised to check with any bank,
custodian, securities broker or other Intermediary through which
they hold their Preference Shares when such Intermediary would need
to receive instructions from a Preference Share Holder in order for
that Preference Share Holder to be able to participate in, or (in
the limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the Tender Offer before the
relevant deadlines specified in this announcement and the Offer
Memorandum. The deadlines set by any such Intermediary will be
earlier than the relevant deadlines specified above.
Further Information
D. F. King Ltd has been appointed by the Offeror as retail
information agent (the "Retail Information Agent"). Link Market
Services Limited has been appointed to act as receiving agent in
connection with the Tender Offer. J&E Davy Unlimited Company,
Jefferies International Limited, Lloyds Bank Corporate Markets plc,
UBS AG London Branch have been appointed as dealer managers for the
purposes of the Tender Offer, to provide further information to
Institutional Investors only. Their details are set out below.
A "Retail Investor" means a Preference Shareholder who is not an
Institutional Investor (as defined below). Any Shareholder who is
an individual (rather than a company or other organisation) will be
a Retail Investor. Any Shareholder that is a company or other
organisation and is not sure whether they are a Retail Investor or
an Institutional Investor may contact the Retail Information Agent
for further information, using the contact details below.
An "Institutional Investor" means a Preference Shareholder that
is:
(i) an "eligible counterparty" or a "professional client", each
as defined in Directive 2014/65/EU (as amended); or
(ii) an "eligible counterparty" as defined in the FCA Handbook
Conduct of Business Sourcebook or a "professional client" as
defined in Regulation (EU) No 600/2014 as it forms part of English
domestic law by virtue of the European Union (Withdrawal) Act
2018.
Retail Investors
Retail Investors who have questions or require technical
assistance in connection with the delivery of Tender Instructions
should contact the Receiving Agent using the following contact
details:
Link Market Services Limited
Telephone: 0800 029 4524 (if calling from the UK)(1)
Telephone: +44 800 029 4524 (if calling from outside
the UK) ([1])
Retail Investors who have any other questions regarding the
Tender Offer should contact the Retail Information Agent using the
following contact details:
D.F. King
Telephone: 0800 029 4528 (if calling from the UK) ([2])
Telephone: +44 800 029 4528 (if calling from outside
the UK) (2)
Institutional Investors
Institutional Investors, nominees, banks, brokers, or custodians
who have procedural questions or require technical assistance in
connection with the delivery of Tender Instructions should contact
D.F. King using the following contact details:
D.F. King
Telephone: 0207 920 9700 (if calling from the UK)
Telephone: +44 20 7058 0080 / 0090 (if calling from outside
the UK) ([3])
Email: BOI@dfkingltd.co.uk
Institutional Investors who have any other questions regarding
the Tender Offer should contact the Dealer Managers using the
following contact details:
J&E Davy Unlimited Company Jefferies International Limited
Tel: +3531 6797788 Tel: +44 75 2516 8520
Email: dcf@davy.ie Email: Liabilitymanagement@jefferies.com
Attn: Liability Management
Lloyds Bank Corporate Markets UBS AG, London Branch
plc
Tel: +44 20 7568 1121
Tel: +44 20 7158 1726 / 1719 Email: ol-liabilitymanagement-eu@ubs.com
Email: lbcmliabilitymanagement@lloydsbanking.com Attn: Liability Management
Attn: Liability Management
------------------------------------------
DISCLAIMER: This announcement must be read in conjunction with
the announcement relating to the Tender Offer published by Bristol
& West on 21 June 2023 (the "Launch Announcement"), Offer
Memorandum and any other announcements published in connection with
the Tender Offer. This announcement, the Launch Announcement and
the Offer Memorandum contain important information which should be
read carefully before any decision is made with respect to the
Tender Offer. If you are in any doubt as to the contents of this
announcement or the Offer Memorandum 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. Any person whose Preference Shares are held on its behalf
by a custodian, broker, dealer, commercial bank, trust company or
other nominee or intermediary (each an "Intermediary") should
contact such Intermediary urgently if it wishes to participate in
the Tender Offer. None of the Offeror, Bristol & West, the
Dealer Managers, the Receiving Agent or the Retail Information
Agent makes any recommendation as to whether holders should tender
Preference Shares pursuant to the Tender Offer. Shareholders should
consult their own advisers as needed to assist them in making a
decision in respect of the Tender Offer and to advise them whether
they are legally permitted to tender their Preference Shares.
OFFER AND DISTRIBUTION RESTRICTIONS : Neither this announcement
nor the Offer Memorandum constitutes an offer or an invitation to
participate in the Tender Offer in any jurisdiction in which, or to
any person to or from whom, it is unlawful to make such invitation
or for there to be such participation under applicable securities
laws. The distribution of this announcement and the Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Offer
Memorandum come are required by each of the Offeror, Bristol &
West, the Dealer Managers, the Receiving Agent and the Retail
Information Agent to inform themselves about and to observe any
such restrictions.
Retail Investors who believe they are unable to participate in
the Tender Offer due to the offer and distribution restrictions set
out below are urged to contact the Retail Information Agent as a
matter of priority.
United States: The Tender Offer is not being made and will not
be made to (or for the account or benefit of) U.S. persons (as
defined in Regulation S under the Securities Act) or directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Preference Share may not be tendered
in the Tender Offer by any such use, means, instrumentality or
facility from or within the United States or by U.S. persons or by
persons located or resident in the United States as defined in
Regulation S of the U.S. Securities Act of 1933, as amended (the
"Securities Act"). Accordingly, copies of the Offer Memorandum and
any other documents or materials relating to the Tender Offer are
not being, and must not be, directly or indirectly mailed or
otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or
to any persons located or resident in the United States or to
U.S. persons. Any purported tender of Preference Shares in the
Tender Offer resulting directly or indirectly from a violation of
these restrictions will be invalid and any purported tender of
Preference Shares made by a U.S. person or by a person located in
the United States or any agent, fiduciary or other Intermediary
acting on a non-discretionary basis for a principal that is a U.S.
person or that is giving instructions from within the United States
will be invalid and will not be accepted.
As used in this document, "United States" means the United
States of America, its territories and possessions (including
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands), any state of the United
States of America and the District of Columbia.
Each Preference Shareholder participating in the Tender Offer
will represent that it is not a U.S. Person, is not located in the
United States and is not participating in the Tender Offer from the
United States, or it is acting on a non-discretionary basis for a
principal located outside the United States that is not a U.S.
person and is not giving an order to participate in the Tender
Offer from the United States.
In addition, nothing in this announcement and/or the Offer
Memorandum or the transmission therefore constitutes or
contemplates an offer of, or the offer to purchase or the
solicitation of an offer to sell securities in the United States or
any other jurisdiction. The Preference Shares have not been, and
will not be, registered under the Securities Act or the securities
laws of any state or other jurisdiction of the United States, and
the Preference Shares may not be offered, sold or delivered,
directly or indirectly, within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S
under the Securities Act) except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and applicable state or local securities laws.
Accordingly, this announcement and the Offer Memorandum must not be
distributed in or into the United States or to U.S. persons (as
defined in Regulation S under the Securities Act) in any
circumstances.
United Kingdom: The communication of this announcement and the
Offer Memorandum by the Offeror and any other documents or
materials relating to the Tender Offer are not being made, and such
documents and/or materials have not been approved, by an authorised
person for the purposes of section 21 of FSMA.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to, and may
only be acted upon by, those persons in the United Kingdom falling
within Article 43 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Financial
Promotion Order") (which includes an existing member of Bristol
& West and, therefore, includes the Preference Share Holders)
or within the definition of investment professionals (as defined in
Article 19(5) of the Financial Promotion Order) or any other
persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
Ireland : The Tender Offer is not being made, directly or
indirectly, to the public in Ireland and no offers of any
Preference Shares under or in connection with such Tender Offer may
be effected to persons in Ireland except in conformity with the
provisions of Irish laws and regulations (the "Applicable Irish
Laws") including: (i) the Irish Companies Act 2014; (ii) the Irish
Central Bank Acts 1942 to 2023 (as amended) and any codes of
practice made under Section 117(1) of the Central Bank Act 1989 (as
amended); (iii) the Regulation (EU) 2017/1129 (as amended), the
European Union (Prospectus) Regulations 2019 and any rules issued
under Section 1363 of the Companies Act by the Central Bank of
Ireland (the "Central Bank"); (iv) the European Union (Markets in
Financial Instruments) Regulations 2017 (as amended) and any codes
or rules of conduct applicable thereunder, Regulation (EU) No
600/2014 and any delegated or implementing acts adopted thereunder
and the provisions of the Investor Compensation Act 1998 (as
amended); and (v) the Market Abuse Regulation (EU 596/2014) (as
amended), the European Union (Market Abuse) Regulations 2016 (as
amended) and any rules and guidelines issued under Section 1370 of
the Irish Companies Act 2014 by the Central Bank.
The Tender Offer and any other documents or materials relating
to the Tender Offer must not be distributed to persons in Ireland
otherwise than in conformity with the provisions of the Applicable
Irish Law.
General: Neither the Offer Memorandum nor this announcement
constitutes an offer to buy or the solicitation of an offer to sell
Preference Shares (and tenders of Preference Shares in the Tender
Offer will not be accepted from Preference Shareholders) in any
circumstances in which such offer or solicitation is unlawful.
In addition to the representations referred to above in respect
of the United States, the United Kingdom, and Ireland, each
Shareholder participating in an Offer will also be deemed to give
certain representations, acknowledgements, warranties and
undertakings and make certain agreements in respect of the
jurisdictions referred to above and generally as described in the
Annex ("Agreements, Acknowledgements, Representations, Warranties
and Undertakings") of the Offer Memorandum.
Any tender of Preference Shares for purchase pursuant to the
Tender Offer from a Preference Shareholder that is unable to make
these representations will not be accepted. Each of the Offeror,
Bristol & West, the Issuer, the Dealer Managers, the Receiving
Agent and the Retail Information Agent reserves the right, in its
absolute discretion to investigate, in relation to any tender of
Preference Shares for purchase pursuant to the Tender Offer,
whether any such representation given by a Preference Share Holder
is correct and, if such investigation is undertaken and as a result
the Offeror determines (for any reason) that such representation is
not correct, such tender shall not be accepted.
The Offer Memorandum contains certain forward-looking statements
that reflect 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 Offeror 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 Memorandum. The Offeror 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. The Offeror
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.
[1] Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday
to Friday (excluding public holidays in England and Wales). Calls
from within the UK are charged at the standard geographic rate and
will vary by provider. Calls to the helpline from outside the UK
will be charged at the applicable international rate. Please note
that calls may be monitored for security and training purposes. The
helpline cannot provide advice on the merits of the Tender Offer
nor give any financial, legal or tax advice.
[2] Lines are open from 9.00 a.m. to 5.30 p.m. (UK time) Monday
to Friday (excluding public holidays in England and Wales). Calls
to Freephone numbers will vary by provider. Calls from outside the
UK will be charged at the applicable international rate. Please
note that calls may be monitored for security and training
purposes. The helpline cannot provide advice on the merits of the
Tender Offer nor give any financial, legal or tax advice.
[3] Lines are open from 9.00 a.m. to 5.30 p.m. (UK time) Monday
to Friday (excluding public holidays in England and Wales). Calls
to Freephone numbers will vary by provider. Calls from outside the
UK will be charged at the applicable international rate. Please
note that calls may be monitored for security and training
purposes. The helpline cannot provide advice on the merits of the
Tender Offer nor give any financial, legal or tax advice.
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END
TENFZGFVKGNGFZM
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