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Litigation in relation to the Offers and application of the Stabilisation Act
The Bank has received a number of complaints from holders of Existing Securities regarding the Offers and, as described below, one group of holders of Existing Securities has, as of the time of this announcement, commenced legal proceedings against the Bank.
The complaints include allegations relating to the validity of the proposed Extraordinary Resolutions granting the Group the right to insert call options into the terms of the Existing Securities (the "Proposed Resolutions"), the fairness of the Offers and the timetable for the Offers. Some of these complaints have included threats of legal proceedings against the Group. The Bank is aware that some of these complaints have also been made or copied to regulatory authorities and other bodies.
The Bank has also received correspondence from a firm of solicitors claiming to act for holders of the 13.375% Unsecured Perpetual Subordinated Bonds (ISIN: GB 0000510312) (the "13.375% Securities"), issued by the Bank (in substitution for Bristol and West plc). It alleges on behalf of its clients that the Proposed Resolution in relation to the 13.375% Securities would be invalid and threatens to commence legal proceedings for declarations to this effect and an injunction by way of final relief restraining the Bank from tabling the Proposed Resolution or exercising the call option in relation to the 13.375% Securities. The Bank has responded to the firm stating that it intends to vigorously defend the proceedings if brought.
Separately, a group of parties claiming to hold approximately US$750 million of Lower Tier 2 Existing Securities commenced legal proceedings in England on 17 June 2011 against the Bank and The Law Debenture Trust Corporation p.l.c. to obtain declarations including that the Proposed Resolutions would be invalid and that any Subordinated Liabilities Order under the Irish Credit Institutions (Stabilisation) Act 2010 in relation to these Existing Securities would not be enforceable under English law. The legal proceedings also seek an injunction by way of final relief restraining the Bank from accepting offers to participate in the Offers, taking any further steps in relation to the Offers and acting on the outcome of the Offers including tabling the relevant resolutions and exercising the call option. The Bank intends to vigorously defend these proceedings.
Investegate |Bank of Ireland(Gov) Announcements | Bank of Ireland(Gov): Update-Exchange Offers and Consent Solicitationshttp://www.investegate.co.uk/Article.aspx?id=201106201622487696I