Topgun1976
Guest
The Governor and Company of the Bank of Ireland (the Bank) today announces its invitations to holders (subject to the offer restrictions referred to below) of its outstanding:
• €650,000,000 Fixed/Floating Rate Subordinated Notes due 2019 (ISIN: XS0186652557) (the 2019 Euro Existing Notes)
• €600,000,000 Callable Step-up Floating Rate Subordinated Notes due 2017 (ISIN: XS0223310862) (the 2017 Euro Existing Notes Issued 2005)
• €750,000,000 Callable Step-up Floating Rate Subordinated Notes due January 2017 (ISIN: XS0283474483) (the 2017 Euro Existing Notes Issued 2007)
• €1,002,157,000 10 per cent. Subordinated Notes due 2020 (issued in three tranches) (ISIN: XS0487711573) (the 2020 Euro Existing Notes and together, with the 2019 Euro Existing Notes, the 2017 Euro Existing Notes Issued 2005 and the 2017 Euro Existing Notes Issued 2007, the Euro Existing Notes)
• U.S.$600,000,000 Callable Step-up Floating Rate Subordinated Notes due July 2018 (ISIN: XS0309177318) (the Dollar Existing Notes)
• £400,000,000 Callable Fixed/Floating Dated Subordinated Notes due January 2018 (ISIN: XS0238792393) (the 2018 Sterling Existing Notes Issued 2005)
• £450,000,000 Callable Subordinated Step-up Notes due September 2020 (ISIN: XS0381705549) (the 2020 Sterling Existing Notes Issued 2008)
• £197,383,000 10 per cent. Subordinated Notes due 2020 (ISIN: XS0487711656) (the 2020 Sterling Existing Notes Issued 2010)
• £75,000,000 10 ¾ per cent. Subordinated Bonds due 2018 (originally issued by Bristol & West Building Society and initially substituted by Bristol & West plc and then substituted by The Governor and Company of the Bank of Ireland (acting through its United Kingdom branch)) (ISIN: XS0044196425)(the 2018 Sterling Existing Notes Issued 1993 and together with the 2018 Sterling Existing Notes Issued 2005, the 2020 Sterling Existing Notes Issued 2008 and 2020 Sterling Existing Notes Issued 2010, the Sterling Existing Notes and together with the Euro Existing Notes and the Dollar Existing Notes, the Existing Notes),
to offer to exchange their Existing Notes for:
• Euro Denominated 6.75 per cent. Notes due 2012 to be issued by the Bank and guaranteed by the Minister for Finance of Ireland pursuant to the ELG Scheme (the Euro New Notes) in the case of the Euro Existing Notes;
• Euro New Notes in the case of the Dollar Existing Notes; and
2
• Euro New Notes or Sterling Denominated 6.75 per cent. Notes due 2012 to be issued by the Bank and guaranteed by the Minister for Finance of Ireland pursuant to the ELG Scheme (the Sterling New Notes and together with the Euro New Notes, the New Notes) in the case of the Sterling Existing Notes
(each such invitation, an Exchange Offer and, together, the Exchange Offers).
The Exchange Offers are made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 8 December 2010 (the Exchange Offer Memorandum). Copies of the Exchange Offer Memorandum are available from the Dealer Managers and the Exchange Agent as set out at the end of this announcement. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Exchange Offer Memorandum.
Holders of the Euro Existing Notes shall only be entitled to exchange the Euro Existing Notes for Euro New Notes. Holders of the Dollar Existing Notes shall only be entitled to exchange the Dollar Existing Notes for Euro New Notes. Holders of the Sterling Existing Notes shall be entitled to exchange the Sterling Existing Notes for Euro New Notes or Sterling New Notes at their election.
The Bank currently proposes to accept no more than €1,500,000,000 in aggregate nominal amount outstanding of the Existing Notes (or the equivalent in U.S. dollars or pounds sterling, as appropriate), although the Bank reserves the right, in its sole discretion, not to accept any Offers to Exchange or to modify in any manner any of the terms and conditions of the Exchange Offers (including, but not limited to, accepting for exchange more than €1,500,000,000 in aggregate nominal amount outstanding of the Existing Notes, subject to applicable law).
In the event that Offers to Exchange are received in respect of an aggregate nominal amount of the Existing Notes of any Series which is greater than the amount of the Existing Notes of such Series which the Bank decides, in its sole discretion, to accept for exchange, a pro rata reduction will be applied to such Offers to Exchange. Any such reduction will be calculated as described in the Exchange Offer Memorandum.
The Bank will determine the allocation of acceptances between each Series of Existing Notes in its sole discretion and, for the avoidance of doubt an Exchange Pro-Rating Factor may be applicable to one or more Series of Existing Notes but not applicable to other Series of Existing Notes. Any applicable Exchange Pro-Rating Factor in relation to a Series of Existing Notes may not be the same as an Exchange Pro-Rating Factor applicable to other Series of Existing Notes.
The purpose of the Exchange Offers is to enhance the capital base of the Bank. Any decisions by the Bank as to whether it will exercise calls in the future in respect of any Existing Notes that are not exchanged pursuant to the Exchange Offers will be taken on an economic basis. Other factors which the Bank will have regard to include prevailing market conditions and conventions, regulatory approval or other intervention (actual or potential) under or in connection with the EU/IMF Programme of Financial Support for Ireland.
Existing Notes
ISIN
Coupon to first call date
Coupon from first call date to maturity
First call date
Maturity date
Aggregate amount outstanding
Exchange Ratio (%)
2019 Euro Existing Notes
XS0186652557
4.625 per cent. fixed rate
3 month EURIBOR + 1.42 per cent. floating rate
26 February 2014
27 February 2019
€419.957 mn
51.00
2017 Euro Existing Notes Issued 2005
XS0223310862
3 month EURIBOR + 0.30 per cent. floating rate
3 month EURIBOR + 0.80 per cent. floating rate
3 July 2012
3 July 2017
€157.85 mn
48.00
2017 Euro Existing Notes Issued 2007
XS0283474483
3 month EURIBOR + 0.20 per cent. floating rate
3 month EURIBOR + 0.70 per cent. floating rate
24 January 2012
24 January 2017
€248.15 mn
48.00
3
2020 Euro Existing Notes
XS0487711573
10 per cent. fixed rate
10 per cent. fixed rate
N/A
12 February 2020
€1,002.157 mn
56.50
Dollar Existing Notes
XS0309177318
3 month US$ LIBOR + 0.22 per cent. floating rate
3 month US$ LIBOR + 0.72 per cent. floating rate
5 July 2013
5 July 2018
U.S.$327.671 mn
46.00
2018 Sterling Existing Notes Issued 2005
XS0238792393
4.875 per cent. fixed rate
3 month Sterling LIBOR + 0.73 per cent. floating rate
22 January 2013
22 January 2018
£155.465 mn
52.00
2020 Sterling Existing Notes Issued 2008
XS0381705549
9.25 per cent. fixed rate
3 month Sterling LIBOR + 4.70 per cent. floating rate
7 August 2015
7 September 2020
£450.0 mn
53.00
2020 Sterling Existing Notes Issued 2010
XS0487711656
10 per cent. fixed rate
10 per cent. fixed rate
N/A
12 February 2020
£197.383 mn
56.50
2018 Sterling Existing Notes Issued 1993
XS0044196425
10 ¾ per cent. fixed rate
10 ¾ per cent. fixed rate
N/A
22 June 2018
£75.0 mn
57.50
Exchange Consideration
The amount of New Notes each Holder whose Existing Notes are accepted for exchange pursuant to the relevant Exchange Offer will receive on the Settlement Date will be calculated by reference to (a) the aggregate nominal amount of the Existing Notes validly offered for exchange and accepted for exchange, (b) the Exchange Ratio for such Existing Notes and (c) in the case of the Dollar Existing Notes and the Sterling Existing Notes which are being offered in exchange for Euro New Notes, the relevant FX Rate.
The Bank will also pay holders of the Existing Notes on the Settlement Date an Accrued Interest Payment and a Cash Rounding Amount.
Holders wishing to offer to exchange their Existing Notes pursuant to the relevant Exchange Offer should do so in accordance with the procedures in the Exchange Offer Memorandum. In particular, to receive New Notes pursuant to the relevant Exchange Offer, Holders must validly offer for exchange and have accepted for exchange by the Bank a sufficient amount of each Series of the Existing Notes (the Minimum Offer Amount) to be eligible to receive, in respect of each such Series, a nominal amount of the relevant New Notes of at least the minimum denomination of £50,000 in the case of the Sterling New Notes or €50,000 in the case of the Euro New Notes.
A Holder who offers to exchange Existing Notes having a nominal amount of less than the Minimum Offer Amount or who offers to exchange Existing Notes in an aggregate amount which, following the application of the relevant Exchange Pro-Rating Factor (if applicable) is less than the Minimum Offer Amount, will not be eligible to receive New Notes but instead will, if the Bank chooses in its sole discretion to accept such offer (such discretion, the Cash Exit Alternative), be eligible to receive on the Settlement Date an amount in cash being the Cash Exit Amount plus accrued and unpaid interest on such Existing Notes up to (but excluding) the Settlement Date
• €650,000,000 Fixed/Floating Rate Subordinated Notes due 2019 (ISIN: XS0186652557) (the 2019 Euro Existing Notes)
• €600,000,000 Callable Step-up Floating Rate Subordinated Notes due 2017 (ISIN: XS0223310862) (the 2017 Euro Existing Notes Issued 2005)
• €750,000,000 Callable Step-up Floating Rate Subordinated Notes due January 2017 (ISIN: XS0283474483) (the 2017 Euro Existing Notes Issued 2007)
• €1,002,157,000 10 per cent. Subordinated Notes due 2020 (issued in three tranches) (ISIN: XS0487711573) (the 2020 Euro Existing Notes and together, with the 2019 Euro Existing Notes, the 2017 Euro Existing Notes Issued 2005 and the 2017 Euro Existing Notes Issued 2007, the Euro Existing Notes)
• U.S.$600,000,000 Callable Step-up Floating Rate Subordinated Notes due July 2018 (ISIN: XS0309177318) (the Dollar Existing Notes)
• £400,000,000 Callable Fixed/Floating Dated Subordinated Notes due January 2018 (ISIN: XS0238792393) (the 2018 Sterling Existing Notes Issued 2005)
• £450,000,000 Callable Subordinated Step-up Notes due September 2020 (ISIN: XS0381705549) (the 2020 Sterling Existing Notes Issued 2008)
• £197,383,000 10 per cent. Subordinated Notes due 2020 (ISIN: XS0487711656) (the 2020 Sterling Existing Notes Issued 2010)
• £75,000,000 10 ¾ per cent. Subordinated Bonds due 2018 (originally issued by Bristol & West Building Society and initially substituted by Bristol & West plc and then substituted by The Governor and Company of the Bank of Ireland (acting through its United Kingdom branch)) (ISIN: XS0044196425)(the 2018 Sterling Existing Notes Issued 1993 and together with the 2018 Sterling Existing Notes Issued 2005, the 2020 Sterling Existing Notes Issued 2008 and 2020 Sterling Existing Notes Issued 2010, the Sterling Existing Notes and together with the Euro Existing Notes and the Dollar Existing Notes, the Existing Notes),
to offer to exchange their Existing Notes for:
• Euro Denominated 6.75 per cent. Notes due 2012 to be issued by the Bank and guaranteed by the Minister for Finance of Ireland pursuant to the ELG Scheme (the Euro New Notes) in the case of the Euro Existing Notes;
• Euro New Notes in the case of the Dollar Existing Notes; and
2
• Euro New Notes or Sterling Denominated 6.75 per cent. Notes due 2012 to be issued by the Bank and guaranteed by the Minister for Finance of Ireland pursuant to the ELG Scheme (the Sterling New Notes and together with the Euro New Notes, the New Notes) in the case of the Sterling Existing Notes
(each such invitation, an Exchange Offer and, together, the Exchange Offers).
The Exchange Offers are made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 8 December 2010 (the Exchange Offer Memorandum). Copies of the Exchange Offer Memorandum are available from the Dealer Managers and the Exchange Agent as set out at the end of this announcement. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Exchange Offer Memorandum.
Holders of the Euro Existing Notes shall only be entitled to exchange the Euro Existing Notes for Euro New Notes. Holders of the Dollar Existing Notes shall only be entitled to exchange the Dollar Existing Notes for Euro New Notes. Holders of the Sterling Existing Notes shall be entitled to exchange the Sterling Existing Notes for Euro New Notes or Sterling New Notes at their election.
The Bank currently proposes to accept no more than €1,500,000,000 in aggregate nominal amount outstanding of the Existing Notes (or the equivalent in U.S. dollars or pounds sterling, as appropriate), although the Bank reserves the right, in its sole discretion, not to accept any Offers to Exchange or to modify in any manner any of the terms and conditions of the Exchange Offers (including, but not limited to, accepting for exchange more than €1,500,000,000 in aggregate nominal amount outstanding of the Existing Notes, subject to applicable law).
In the event that Offers to Exchange are received in respect of an aggregate nominal amount of the Existing Notes of any Series which is greater than the amount of the Existing Notes of such Series which the Bank decides, in its sole discretion, to accept for exchange, a pro rata reduction will be applied to such Offers to Exchange. Any such reduction will be calculated as described in the Exchange Offer Memorandum.
The Bank will determine the allocation of acceptances between each Series of Existing Notes in its sole discretion and, for the avoidance of doubt an Exchange Pro-Rating Factor may be applicable to one or more Series of Existing Notes but not applicable to other Series of Existing Notes. Any applicable Exchange Pro-Rating Factor in relation to a Series of Existing Notes may not be the same as an Exchange Pro-Rating Factor applicable to other Series of Existing Notes.
The purpose of the Exchange Offers is to enhance the capital base of the Bank. Any decisions by the Bank as to whether it will exercise calls in the future in respect of any Existing Notes that are not exchanged pursuant to the Exchange Offers will be taken on an economic basis. Other factors which the Bank will have regard to include prevailing market conditions and conventions, regulatory approval or other intervention (actual or potential) under or in connection with the EU/IMF Programme of Financial Support for Ireland.
Existing Notes
ISIN
Coupon to first call date
Coupon from first call date to maturity
First call date
Maturity date
Aggregate amount outstanding
Exchange Ratio (%)
2019 Euro Existing Notes
XS0186652557
4.625 per cent. fixed rate
3 month EURIBOR + 1.42 per cent. floating rate
26 February 2014
27 February 2019
€419.957 mn
51.00
2017 Euro Existing Notes Issued 2005
XS0223310862
3 month EURIBOR + 0.30 per cent. floating rate
3 month EURIBOR + 0.80 per cent. floating rate
3 July 2012
3 July 2017
€157.85 mn
48.00
2017 Euro Existing Notes Issued 2007
XS0283474483
3 month EURIBOR + 0.20 per cent. floating rate
3 month EURIBOR + 0.70 per cent. floating rate
24 January 2012
24 January 2017
€248.15 mn
48.00
3
2020 Euro Existing Notes
XS0487711573
10 per cent. fixed rate
10 per cent. fixed rate
N/A
12 February 2020
€1,002.157 mn
56.50
Dollar Existing Notes
XS0309177318
3 month US$ LIBOR + 0.22 per cent. floating rate
3 month US$ LIBOR + 0.72 per cent. floating rate
5 July 2013
5 July 2018
U.S.$327.671 mn
46.00
2018 Sterling Existing Notes Issued 2005
XS0238792393
4.875 per cent. fixed rate
3 month Sterling LIBOR + 0.73 per cent. floating rate
22 January 2013
22 January 2018
£155.465 mn
52.00
2020 Sterling Existing Notes Issued 2008
XS0381705549
9.25 per cent. fixed rate
3 month Sterling LIBOR + 4.70 per cent. floating rate
7 August 2015
7 September 2020
£450.0 mn
53.00
2020 Sterling Existing Notes Issued 2010
XS0487711656
10 per cent. fixed rate
10 per cent. fixed rate
N/A
12 February 2020
£197.383 mn
56.50
2018 Sterling Existing Notes Issued 1993
XS0044196425
10 ¾ per cent. fixed rate
10 ¾ per cent. fixed rate
N/A
22 June 2018
£75.0 mn
57.50
Exchange Consideration
The amount of New Notes each Holder whose Existing Notes are accepted for exchange pursuant to the relevant Exchange Offer will receive on the Settlement Date will be calculated by reference to (a) the aggregate nominal amount of the Existing Notes validly offered for exchange and accepted for exchange, (b) the Exchange Ratio for such Existing Notes and (c) in the case of the Dollar Existing Notes and the Sterling Existing Notes which are being offered in exchange for Euro New Notes, the relevant FX Rate.
The Bank will also pay holders of the Existing Notes on the Settlement Date an Accrued Interest Payment and a Cash Rounding Amount.
Holders wishing to offer to exchange their Existing Notes pursuant to the relevant Exchange Offer should do so in accordance with the procedures in the Exchange Offer Memorandum. In particular, to receive New Notes pursuant to the relevant Exchange Offer, Holders must validly offer for exchange and have accepted for exchange by the Bank a sufficient amount of each Series of the Existing Notes (the Minimum Offer Amount) to be eligible to receive, in respect of each such Series, a nominal amount of the relevant New Notes of at least the minimum denomination of £50,000 in the case of the Sterling New Notes or €50,000 in the case of the Euro New Notes.
A Holder who offers to exchange Existing Notes having a nominal amount of less than the Minimum Offer Amount or who offers to exchange Existing Notes in an aggregate amount which, following the application of the relevant Exchange Pro-Rating Factor (if applicable) is less than the Minimum Offer Amount, will not be eligible to receive New Notes but instead will, if the Bank chooses in its sole discretion to accept such offer (such discretion, the Cash Exit Alternative), be eligible to receive on the Settlement Date an amount in cash being the Cash Exit Amount plus accrued and unpaid interest on such Existing Notes up to (but excluding) the Settlement Date
