ALLIED IRISH BANKS, P.L.C. AND AIB CAPITAL EXCHANGE OFFERING 2009
LIMITED
Embargo 07:00 11th June 2009
Allied Irish Banks, p.l.c. ("AIB") [NYSE: AIB] has today announced
the following:
FOR INFORMATION ONLY: SEE OFFER RESTRICTIONS IN USA
ALLIED IRISH BANKS, P.L.C. AND AIB CAPITAL EXCHANGE OFFERING 2009
LIMITED
ANNOUNCE EXCHANGE OFFERS
in relation to
any and all of the
¤200,000,000 Perpetual Subordinated Callable Step-Up Notes (ISIN:
XS0100325983)
(the "Euro Perpetual Notes")
£400,000,000 Perpetual Callable Step-Up Subordinated Notes (ISIN:
XS0227409629)
(the "Sterling Perpetual Notes")
¤500,000,000 7.50 per cent. Step-Up Callable Perpetual Reserve
Capital Instruments (ISIN: XS0120950158) (the "RCIs" and together
with the Euro Perpetual Notes and the Sterling Perpetual Notes, the
"AIB Notes")
any and all of the
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 up to ¤700,000,000 in aggregate nominal amount of the
AIB UK 1 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 1 PPS" and together with the AIB UK
2 PPS
and the AIB UK 3 PPS, the "PPS")
Allied Irish Banks, p.l.c. (the "Bank") has today launched
invitations to all holders of AIB Notes (subject to certain
restrictions set out in the Exchange Offer Memorandum (as defined
below)) to exchange any and all of their AIB Notes for (i) new
sterling denominated subordinated notes (the "Sterling New Notes") in
the case of the Sterling Perpetual Notes and (ii) new euro
denominated subordinated notes in the case of the Euro Perpetual
Notes and RCIs (the "Euro New Notes" and together with the Sterling
New Notes, the "New Notes"), each to be issued by the Bank under its
existing ¤30,000,000,000 Euro Medium Term Note Programme (the "AIB
Exchange Offer").
AIB Capital Exchange Offering 2009 Limited ("AIB Capital") has today
launched invitations to all holders of PPS (subject to certain
restrictions set out in the Exchange Offer Memorandum (as defined
below)) to exchange (i) any and all of their AIB UK 2 PPS for Euro
New Notes, (ii) any and all of their AIB UK 3 PPS for Sterling New
Notes and (iii) up to ¤700,000,000 in aggregate nominal amount of
their AIB UK 1 PPS for Euro New Notes (the "LP Exchange Offer").
Each of the AIB Exchange Offer and the LP Exchange Offer is being
made on the terms and subject to the conditions set out in the
exchange offer memorandum dated 11 June 2009 (the "Exchange Offer
Memorandum"), copies of which may be obtained free of charge from
Lucid Issuer Services Limited (the "Exchange Agent").
Capitalised terms used and not otherwise defined in this announcement
have the meaning given in the Exchange Offer Memorandum.
THE EXCHANGE OFFERS
Subject to certain restrictions set out in the Exchange Offer
Memorandum, all holders (the "Holders") of AIB Notes and PPS are
being invited to exchange any and all of their AIB Notes or PPS, as
applicable, for the specified series of New Notes which are expected
to be rated A1 (neg)/A- (neg)/BBB+ by each of Moody's Investors
Service Ltd, Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies and Fitch Ratings Ltd respectively.
The Exchange Offers commence today,11 June 2009. The New Notes
Spread, Sterling Mid Swap Maturity, Euro Mid Swap Maturity, New Notes
Maturity, whether or not the Bank as issuer of the relevant New Notes
will have the ability to redeem such New Notes at its option prior to
their maturity date and if so, the interest profile of the New Notes
following the first call date) for each of the Euro New Notes and the
Sterling New Notes will be announced at or around 10.00 a.m. (London
time) on 16 June 2009.
Holders wishing to participate in the relevant Exchange Offer must
submit, or arrange to have submitted on their behalf, duly completed
Exchange Instructions by 5.00 p.m., London time, on 19 June 2009 (the
"Expiration Deadline").
Determination of the Reference Rate and calculation of the New Notes
Yield, the New Notes Price, the New Notes Coupon, the Exchange Ratio,
the Pro-Ration Factor (if applicable in the event that in excess of
¤700,000,000 in aggregate nominal amount of AIB UK 1 PPS are validly
offered for exchange pursuant to the LP Exchange Offer), Accrued
Interest and Distribution Amount, as applicable, for each of the Euro
New Notes and the Sterling New Notes is expected to occur at or
around 3.00 p.m. (London time) on 22 June 2009 (the "Pricing Time").
Announcement of Pricing and Exchange Offer Results (including the
aggregate principal amount of Euro New Notes and Sterling New Notes
to be issued) is expected to occur at or around 4.00 p.m. on 22
June 2009.
Settlement of the Exchange Offers is expected to occur on 25
June 2009 (the "Settlement Date").
Holders are advised to check with the bank, securities broker or
other intermediary through which they hold AIB Notes or PPS whether
such intermediary would require to receive instructions to
participate in the relevant Exchange Offer before the deadlines
specified above. The deadlines set by each Clearing System for the
submission of Exchange Instructions will also be earlier than the
relevant deadlines above.
GENERAL
Holders are advised to read carefully the Exchange Offer Memorandum,
as applicable, for full details of, and information on, the
procedures for participating in any Exchange Offer.
Subject to applicable law and as provided in the Exchange Offer
Memorandum, (i) the Bank may, in its sole discretion, extend,
re-open, amend, waive any condition of or terminate the AIB Exchange
Offer at any time and (ii) AIB Capital may, in its sole discretion,
extend, re-open, amend, waive any condition of or terminate the LP
Exchange Offer at any time.
Requests for information in relation to the pricing of the Exchange
Offers should be directed to the Dealer Managers:
THE DEALER MANAGERS
J.P. Morgan Securities Ltd.
125 London Wall
London EC2Y 5AJ
For information by telephone: +44 (0) 20 7777 1333
Attention: Sebastien Bamsey - Liability Management
Email: sebastien.m.bamsey@jpmorgan.com
For information by telephone: +44 (0) 20 7779 2468
Attention: Richard Howard - FIG Syndicate
Email: richard.v.howard@jpmorgan.com
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
For information by telephone: +44 (0) 20 7677 5319
Attention: Elizabeth Esrov - Liability Management
Email: Elizabeth.Esrov@morganstanley.com
For information by telephone: +44 (0) 20 7677 7070
Attention: Daniel Shane - FIG syndicate
Email: Daniel.Shane@morganstanley.com
Requests for information in relation to the procedures for tendering
AIB Notes or PPS in, and for any documents or materials relating to,
the Exchange Offers should be directed to the Exchange Agent:
THE EXCHANGE AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
For information by telephone: +44 (0) 20 7704 0880
Attention: David Shilson / Yves Theis
Email: aib@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Exchange Offer
Memorandum. This announcement and the Exchange Offer Memorandum
contain important information which must be read carefully before any
decision is made with respect to the AIB Exchange Offer and/or the LP
Exchange Offer. If any Holder is in any doubt as to the action it
should take, it is recommended to seek its own legal, tax, and
financial advice, including as to any tax consequences, from its
stockbroker, bank manager, solicitor, accountant or other independent
financial adviser. Any individual or company whose AIB Notes or PPS
are held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee must contact such entity if it wishes to
tender such AIB Notes or PPS in the AIB Exchange Offer or LP Exchange
Offer, as applicable. None of the Bank, AIB Capital, AIB UK 1 LP,
AIB UK 2 LP, AIB UK 3 LP, the Dealer Managers, the Exchange Agent, or
any person who controls, or is a director, officer, employee or agent
of such persons, or any affiliate of such persons, makes any
recommendation as to whether Holders should tender AIB Notes or PPS
and/or accept the New Notes in the relevant Exchange Offer.
No offer or invitation to acquire or exchange any securities is being
made pursuant to this announcement. Nothing in this announcement or
the Exchange Offer Memorandum constitutes an invitation to
participate in the Exchange Offers in any jurisdiction in which, or
to or from any person to or from whom, it is unlawful to make such an
invitation under applicable securities laws. Offers to Exchange AIB
Notes or PPS pursuant to the relevant Exchange Offer will not be
accepted from Holders in any jurisdiction where such invitation or
offer to exchange is unlawful.
The distribution of this announcement and the Exchange Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement or the Exchange Offer
Memorandum come are required by each of the Bank, AIB Capital, AIB UK
1 LP, AIB UK 2 LP, AIB UK 3 LP, the Dealer Managers and the Exchange
Agent to inform themselves about, and to observe, any such
restrictions.
OFFER RESTRICTIONS
United States
Each Exchange Offer is not being made, and will not be made, directly
or indirectly, in or into, or by use of the mail 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 or
to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act). This includes, but is not
limited to, facsimile transmission, electronic mail, telex, telephone
and the internet. Accordingly, copies of this announcement and the
Exchange Offer Memorandum and any other documents or materials
relating to the relevant Exchange 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
U.S. persons and neither the AIB Notes nor the PPS can be Offered for
Exchange by any such use, means, instruments or facilities or from
within the United States or by U.S. persons. Any purported Offer to
Exchange AIB Notes or PPS resulting directly or indirectly from a
violation of these restrictions will be invalid, and any purported
Offer to Exchange made by a U.S. person, a resident of the United
States or from within the United States or from any agent, fiduciary
or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States or for a
U.S. person will be invalid and will not be accepted.
Each of this announcement and the Exchange Offer Memorandum is not an
offer of securities for sale in the United States or to U.S. persons.
None of the AIB Notes, the PPS and the New Notes have been, or will
be, registered under the Securities Act or the securities laws of any
state or jurisdiction of the United States, and may not be offered,
sold or delivered, directly or indirectly, in the United States or
to, or for the account or benefit of U.S. persons. The purpose of
this announcement and the Exchange Offer Memorandum is limited to the
Exchange Offers, and none of this announcement or the Exchange Offer
Memorandum may be sent or given to any person other than in an
offshore transaction in accordance with Regulation S under the
Securities Act.
Each Holder of AIB Notes or PPS participating in the relevant
Exchange Offer will represent that it is participating in such
Exchange Offer in accordance with Regulation S under the Securities
Act and that it is not participating in the relevant Exchange Offer
from within the United States nor is it a U.S. person or an agent,
fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within the United States or
for a U.S. person.
United Kingdom
The communication of this announcement, the Exchange Offer Memorandum
and any other documents or materials relating to the Exchange Offers
is not being made and such documents and/or materials have not been
approved by an authorised person for the purposes of section 21 of
the Financial Services and Markets Act 2000. 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, and are
only for circulation to persons outside the United Kingdom or to
persons within the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order")) or within Article 43(2) of the Order, or to other
persons to whom it may lawfully be communicated in accordance with
the Order.
Italy
The Exchange Offers are not being made in the Republic of Italy. The
Exchange Offers, this announcement and the Exchange Offer Memorandum
have not been submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant
to Italian laws and regulations. Accordingly, Holders are hereby
notified that, to the extent such Holders are persons resident and/or
located in the Republic of Italy, no Exchange Offer is available to
them and they may not Offer to Exchange AIB Notes or PPS pursuant to
the relevant Exchange Offer nor may the New Notes be offered, sold or
delivered in the Republic of Italy and, as such, any electronic
instruction notice received from or on behalf of such persons shall
be ineffective and void, and neither this announcement nor the
Exchange Offer Memorandum nor any other offering material relating to
the Exchange Offers, the AIB Notes, PPS or the New Notes may be
distributed or made available in the Republic of Italy.
Ireland
The Exchange Offers are not being made, directly or indirectly, to
the public in Ireland and no offers or sales of any notes or
securities under or in connection with such Exchange Offers may be
effected except in conformity with the provisions of Irish law
including the Irish Companies Acts 1963 to 2006, the Prospectus
(Directive 2003/71/EC) Regulations 2005 of Ireland, the European
Communities (Markets in Financial Instruments) Regulations 2007 of
Ireland and the Market Abuse (Directive 2003/6/EU) Regulations 2005
of Ireland.
Other
Each Exchange Offer is subject to further offer and distribution
restrictions in, amongst other countries, Belgium and France, as more
fully set out in the Exchange Offer Memorandum. The distribution of
this announcement and the Exchange Offer Memorandum in those
jurisdictions is restricted by the laws of such jurisdictions.
-ENDS-
For further information please contact:
Catherine Burke Rose O'Donovan
Head of Corporate Relations Group Investor Relations Manager
AIB Group AIB Group
Dublin 4 Dublin 4
Tel: +353-1-6413894 Tel: +353-1-6414191
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
