23 Dec 2010 17:32
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Pre-Admission AnnouncementESM Schedule 1
Announcement to be made by the ESM Applicant prior to admission in accordance withrule 2 of the ESM Rules for Companies | |
All Applicants must complete the following | |
Company name | Allied Irish Banks, p.l.c. |
Company registered address and if different, company trading address (including postcodes) | |
Bankcentre, Ballsbridge, Dublin 4, Ireland | |
Country of incorporation | Ireland |
Company website address containing all information required by rule 26 in the ESM Rulesfor Companies | |
www.aibgroup.ie | |
Company business (including main country of operation) or, in the case of an investing company, details of its investing strategy. If the admission is sought as a result of a reverse takeover under rule 14 of the ESM Rules for Companies, this should be stated | |
Broad retail and commercial banking business in Ireland, the UK and Poland. | |
Details of securities to be admitted including any restrictions as to transfer of securities (i.e. where known, number of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares) | |
1,791,633,262 ordinary shares of €0.32 each of which 35,680,114 are treasury shares | |
Capital to be raised on admission (if applicable) and anticipated market capitalisation on admission | |
Capital to be raised on admission: None Anticipated market capitalisation on admission: €346.95 million | |
Percentage of ESM securities not in public hands on admission | |
49.90% | |
Details of any other exchange or trading platform to which the ex securities (or other securities of the company) are or will be admitted or traded | |
AIB's ordinary shares continue to be listed on the Official List of the UK Listing Authority and to trade on the London Stock Exchange, however, AIB has applied for its ordinary shares to be delisted from the Official List of the UKLA and the London Stock Exchange. AIB has an ADR listing on the New York Stock Exchange.
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Full names and functions of directors and proposed directors (underlining the first name by which each is known or including any other name by which each is known) | |
1. David Hodgkinson (Executive Director) 2. David Pritchard (Non-Executive Director) 3. Declan Collier (Non-Executive Director) 4. Stephen Kingon (Non-Executive Director) 5. Anne Maher (Non-Executive Director) 6. Jim O'Hara (Non-Executive Director) 7. Dr Michael Somers (Non-Executive Director) 8. Dick Spring (Non-Executive Director) 9. Catherine Woods (Non-Executive Director)
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Full names and holdings of significant shareholders, expressed as a percentage of the issued share capital, before or after admission (underlining the first name by which each is known or including any other name by which each is known) | ||
The National Pensions Reserve Fund Commission - 49.90% of the issued Ordinary Shares, 10,489,899,564 CNV Shares and 3.5 billion 2009 Preference Shares.
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Names of all persons to be disclosed in accordance with schedule two, paragraph (h) of the ESM Rules for Companies | ||
See Annex. | ||
i anticipated accounting reference date | 31 December | |
ii date to which the main financial information in the admission document has been prepared | N/A | |
iii dates by which it must publish its first three reports pursuant to Rules 18 and 19 in the ESM Rules for Companies | 30 June 201130 September 2011 30 June 2012 | |
Expected admission date | 26 January 2011 | |
Name and address of ESM Adviser | Morgan Stanley & Co. International plc 25 Cabot Square London E14 4QA
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Name and address of broker | Morgan Stanley Securities Limited 25 Cabot Square London E14 4QA
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Other than in the case of a quoted Applicant, details of where (postal or internet address) the admission document will be available from, with a statement that this will contain full details about the Applicant and the admission of its securities | ||
N/A | ||
Date of notification | 23 December 2010 | |
New/update (see note): | New | |
Quoted Applicants must also complete the following | ||
The name of the ESM designated market upon which the Applicant's securities have been traded | ||
AIB's Ordinary Shares have been traded on the Main Securities Market of the Irish Stock Exchange and the regulated market for listed securities of the London Stock Exchange. AIB also has an ADR listing on the New York Stock Exchange. | ||
The date from which the Applicant's securities have been so traded | ||
Main Securities Market of the Irish Stock Exchange: 26 June 1967 London Stock Exchange: 29 June 1967 New York Stock Exchange: 28 November 1990 | ||
Confirmation that, following due and careful enquiry, the Applicant has adhered to any legal and regulatory requirements involved in having its securities traded upon such a market or details of where there has been any breach | ||
Confirmed | ||
An address or web-site address where any documents or announcements which the Applicant has made public over the last two years (in consequence of having its securities so traded) are available | ||
www.aibgroup.ie | ||
Details of the Applicant's strategy following admission including, in the case of an investing company, details of its investment strategy |
AIB's strategy is to define a coherent, self-financing, core banking business and migrate to this over a 3 year timeframe, through controlled disposals and run-off of non-core assets, coupled with a reshaping of the liability base.
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A description of any significant change in financial or trading position of the Applicant, which has occurred since the end of the last financial period for which unaudited half-yearly reports have been published |
From 30 June 2010 (being the date of the 2010 Half-Yearly Financial Report) to the date of this announcement, there has been no significant change in the trading of the Group, save for the estimated aggregate after-tax loss attributable to Shareholders, which has yet to be finalised, realised on the transfers of NAMA Assets by AIB on 12 July 2010, 8 November 2010, and 20 December 2010 (announced on 19 July 2010, 8 November 2010 and 20 December 2010 respectively) and the impact of the M&T Disposal. From 30 June 2010 (being the date of the 2010 Half-Yearly Financial Report) to the date of this announcement there has been no significant change in the financial position of the Group save for changes resulting from the NAMA transfers on 12 July 2010, 8 November 2010 and 20 December 2010 (announced on 19 July 2010, 8 November 2010 and 20 December 2010 respectively), the reduction in shareholders' equity due to incurred losses since 30 June 2010 including the losses incurred on the above NAMA transfers, the impact of the change in the threshold for NAMA Assets as announced on 30 September 2010, and changes in the overall funding profile of the Group. This change in funding profile refers to (i) a reduction in debt securities in issue, (ii) a reduction in customer accounts and (iii) an increase in the net indebtedness to banks, in particular monetary authorities. This reflects the exceptionally challenging funding environment faced by Irish financial institutions which has deteriorated since June 2010. |
A statement that the directors of the Applicant have no reason to believe that the working capital available to it or its group will be insufficient for at least twelve months from the date of its admission |
In reliance on (i) the Government's stated commitment to continue to provide financial support to systemically important Irish financial institutions, including AIB and (ii) the Board's expectation of the continued liquidity and other financial support to AIB by the Central Bank of Ireland and the European Central Bank, the directors of AIB have no reason to believe that the working capital available to it or its group will be insufficient for at least 12 months following its admission to the ESM. |
Details of any lock-in arrangements pursuant to rule 7 of the ESM Rules for Companies |
None |
A brief description of the arrangements for settling the Applicant's securities |
AIB's listed securities will be credited to shareholders' CREST accounts. |
A website address detailing the rights attaching to the Applicant's securities |
www.aibgroup.ie |
Information equivalent to that required for an admission document which is not currently public |
See Annex. |
A website address of a page containing the Applicant's latest annual report and accounts which must have a financial year end not more then nine months prior to admission and fully audited interim results where applicable. The accounts must be prepared according to Irish, UK or USGAAP or international accounting standards. |
www.aibgroup.ie |
The number of each class of securities held in treasury |
35,680,114 |
Note: this field should indicate that the announcement is 'new' and all relevant fields should be completed. Otherwise where the form is required to be completed in respect of an 'update' announcement, this should be indicated. In such cases, all the original information should be included with any amended fields emboldened. |
Submit completed form for market dissemination to announcements@ise.ie |
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange.