Opa volontaria (non coercitiva) di BOI sulle UT2
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND ANNOUNCES A TENDER OFFER IN RESPECT OF ITS OUTSTANDING £75,000,000 133/8 PER CENT. UNSECURED PERPETUAL SUBORDINATED BONDS (ISIN: GB0000510312).
The Governor and Company of the Bank of Ireland (the "Bank") today announces that it has made an invitation to holders (the "133/8 Bondholders") of its £75,000,000 133/8 per cent. Unsecured Perpetual Subordinated Bonds (ISIN: GB0000510312) (the "133/8 Bonds") to tender their 133/8 Bonds for purchase by the Bank for cash (the "Offer"). The Offer is being made on the terms, and subject to the conditions, set out in the Tender Offer Memorandum dated 24 August 2011 (the "Tender Offer Memorandum") and is subject to the offer and distribution restrictions set out therein.
Copies of the Tender Offer Memorandum are available from the Information Agent at the contact details set out below. Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.
Details of the Offer
The Bank is inviting 133/8 Bondholders to tender their 133/8 Bonds for purchase by the Bank for a total cash consideration of £40.20 per £100 in nominal amount of 133/8 Bonds purchased, consisting of a purchase price of £35 plus accrued and unpaid interest of £5.20.
The Offer commences today and is expected to expire at 4.00 p.m. (London time) on 22 September 2011. The Bank expects to publish the results of the Offer on 23 September 2011 and to settle the Offer on 26 September 2011.
The Offer is a voluntary offer, and 133/8 Bondholders are under no obligation to participate.
133/8 Bondholders are recommended to read the Tender Offer Memorandum, including the factors described in the section headed "Risk Factors and Other Considerations" set out therein, carefully for full details of the Offer before deciding whether or not to participate.
Rationale for the Offer
On 31 March 2011, the Central Bank of Ireland announced an increase in the level of capital that specified Irish financial institutions are required to hold to help them absorb any future losses. The Bank was mandated by the Central Bank of Ireland to raise €4.2 billion in core tier 1 capital and €1.0 billion in contingent capital in order to satisfy such requirements.
On 8 June 2011, the Bank launched an offer (the "Original Offer") in respect of a number of its outstanding subordinated liabilities which form part of its capital structure, including the 133/8 Bonds, as part of a range of proposals to generate the required additional core tier 1 capital. During the course of the Original Offer, it became apparent that many 133/8 Bondholders were experiencing unique difficulties in participating in the Original Offer. The Bank therefore announced on 28 June 2011 that it was terminating the Original Offer in respect of the 133/8 Bonds, and that it intended to put a revised offer to the 133/8 Bondholders in order to enable 133/8 Bondholders who had been considering participating another opportunity to transfer their 133/8 Bonds to the Bank. The Offer is that revised offer.
The 133/8 Bonds form part of the capital structure of the Bank. The overall capital requirement for the Bank and the Bank and its subsidiaries taken as a whole is supervised by the Central Bank of Ireland. The 133/8 Bonds currently trade at a significant discount to their nominal value. The Bank is seeking to generate core tier 1 capital by purchasing the 133/8 Bonds at a discount to their par value.
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