ALBK.L Regulatory News (ALBK)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement and not a prospectus (or prospectus equivalent document) and is not an offer to sell, or a solicitation of an offer to subscribe for or to acquire securities in any jurisdiction, including in or into the United States, Australia, Canada, Japan, the Republic of South Africa or Switzerland. Terms defined in the prospectus published by the Company on 12 June 2017 (the "Prospectus") in connection with Admission have the same meaning when used in this announcement unless otherwise defined herein.

27 June 2017

Allied Irish Banks, p.l.c.

Admission to trading

Further to the publication of the Pricing Statement on 23 June 2017, Allied Irish Banks, p.l.c. (the "Company" or "AIB") is pleased to announce that its entire ordinary share capital consisting of 2,714,381,238 ordinary shares of €0.625 each (the "Ordinary Shares") has today been admitted to listing on the primary listing segment of the Official List of the Irish Stock Exchange and to trading on its main market for listed securities and on the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange ("Admission").

Unconditional dealings in the Ordinary Shares commenced on the Irish Stock Exchange and the London Stock Exchange today at 8:00 a.m. The ISIN for both the Irish Stock Exchange and the London Stock Exchange is ISIN IE00BYSZ9G33.

Immediately before Admission, the admission of the Ordinary Shares to trading on the Enterprise Securities Market of the Irish Stock Exchange was cancelled.

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IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or on its accuracy, fairness or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in AIB or the Ordinary Shares.

This announcement, is not for publication or distribution, in whole or in part, directly or indirectly, in, into or from the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, Japan, the Republic of South Africa, Switzerland or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, Japan, the Republic of South Africa, Switzerland or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws of any state or other jurisdiction of the United States. The offer and sale of Ordinary Shares has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan, the Republic of South Africa or Switzerland. Subject to certain exceptions, the Ordinary Shares may not be offered or sold in the United States, Australia, Canada, Japan, the Republic of South Africa or Switzerland or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa, or Switzerland. The Company does not intend to register any Ordinary Shares under the applicable securities laws of the United States or to conduct a public offering of any securities in the United States, Australia, Canada, Japan, the Republic of South Africa, or Switzerland.

This announcement is only addressed to and directed at, in member states of the European Economic Area ("EEA") other than Ireland and the UK, persons who are qualified investors ("Qualified Investors") within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) and any implementing measure in each relevant member state of the EEA (the "Prospectus Directive"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in such member states with such persons and should not be relied on by anyone other than such persons.

Each of Merrill Lynch International, J&E Davy, Deutsche Bank AG, London Branch, Morgan Stanley & Co. International plc, Goodbody Stockbrokers UC, Citigroup Global Markets Limited, Goldman Sachs International, J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove), UBS Limited, Investec Bank plc (Irish Branch) and their respective affiliates (together, the "Banks"), Rothschild, the Minister for Finance, the Company and each Group company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is given at the date of its publication (unless otherwise highlighted) and subject to change. This announcement has not been approved by the Central Bank of Ireland, the Irish Stock Exchange, the UK Financial Conduct Authority ("FCA") or any other competent regulatory authority.

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

Deutsche Bank AG, London Branch, is authorised under German Banking Law (competent authority: European Central Bank) and, in the UK, by the Prudential Regulation Authority (the "PRA"), is subject to supervision by the European Central Bank and by BaFin, Germany's Financial Supervisory Authority, and is subject to limited regulation in the UK by the FCA and PRA. J&E Davy and Goodbody Stockbrokers UC are authorised and regulated in Ireland by the Central Bank. Goodbody Stockbrokers UC is authorised and subject to limited regulation in the UK by the FCA. Merrill Lynch International, Citigroup Global Markets Limited, Goldman Sachs International, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc and UBS Limited are authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and FCA. Investec Bank plc (Irish Branch) is authorised by the PRA in the United Kingdom and regulated by the Central Bank for conduct of business rules. Rothschild is authorised and regulated by the FCA in the United Kingdom. Other than as stated below, each of the Banks is acting exclusively for the Company and the Minister for Finance and no one else in connection with the Offer. Rothschild is acting exclusively for the Minister for Finance and no one else in connection with the Offer. Each of the Banks and Rothschild will not regard any other person (whether or not a recipient of the Prospectus) as their respective clients in relation to the Offer and will not owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than the Company and the Minister for Finance for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. Morgan Stanley & Co. International plc (in its capacity as UK Sponsor) and Goodbody Stockbrokers UC (in its capacity as Irish Sponsor) are each acting exclusively for the Company and no one else in connection with the Offer. They will not regard any other person (whether or not a recipient of the Prospectus) as a client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for giving advice in relation to the Offer or any transaction or arrangement referred to herein.

In connection with the Offer, each of the Banks and any of their respective affiliates, acting as investors for their own accounts, may purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. In addition, each of the Banks or their respective affiliates may enter into financing arrangements (including swaps and contracts for difference) with investors in connection with which the Banks or their affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Accordingly, references in the Prospectus to the Ordinary Shares being offered acquired, placed or otherwise dealt in should be read as including any offer to acquisition, placing or dealing by any of the Banks and any of their respective affiliates acting as investors for their own accounts. None of the Banks intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Banks, Rothschild or any of their respective directors, officers, employees, advisers agents, affiliates or any other person acting on their behalf accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of, the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offer, Deutsche Bank AG, London Branch, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. Deutsche Bank AG, London Branch is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the Irish Stock Exchange and the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Deutsche Bank AG, London Branch or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Save as required by law or regulation, neither Deutsche Bank AG, London Branch nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

In connection with the Offer, Deutsche Bank AG, London Branch as stabilisation manager, may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares comprised in the Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilisation period, Deutsche Bank AG, London Branch will enter into over-allotment arrangements pursuant to which Deutsche Bank AG, London Branch may purchase or procure purchasers for additional Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares comprised in the Offer (the "Over Allotment Shares") at the offer price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by Deutsche Bank AG, London Branch, at any time on or before the 30th calendar day after the commencement of conditional trading of the Ordinary Shares on the Irish Stock Exchange and the London Stock Exchange. Any Over-allotment Shares made available pursuant to the over-allotment arrangements, including for all dividends and other distributions declared, made or paid on the Ordinary Shares, will be purchased on the same terms and conditions as the Ordinary Shares being issued or sold in the Offer and will form a single class for all purposes with the other Ordinary Shares.