18 May 2009 10:54
Standard Form TR-1Voting rights attached to shares- Article 12(1) of directive 2004/109/EC Financial instruments - Article 11(3) of the Commission Directive 2007/14/EC
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:
Allied Irish Banks, public limited company (the "Bank")
2. Reason for the notification (please tick the appropriate box or boxes):
[x] an acquisition or disposal of voting rights
[x] an acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
[ ] an event changing the breakdown of voting rights
3. Full name of person(s) subject to the notification obligation:
National Pensions Reserve Fund Commission
Minister for Finance of Ireland
4. Full name of shareholder(s) (if different from 3.):
National Pensions Reserve Fund Commission
5. Date of the transaction and date on which the threshold is crossed or reached:
13 May 2009
6. Date on which issuer notified;
15 May 2009
7. Threshold(s) that is/are crossed or reached:
The National Pensions Reserve Fund Commission (the "NPRFC") has acquired the following voting rights which has caused the NPRFC to cross the 3%, 20% and 25% thresholds in the manner set out in paragraph 8 below:
in the case of a resolution to appoint, re-elect or remove a director (a "Board Resolution") of the number of votes determined by the following formula:
| ( | A 3 | ) | - | B |
where "A" is equal to the total number of votes capable of being cast on a poll on such resolution by or on behalf of the holders of ordinary shares in the Bank or the holders of any other shares, other than the 2009 non-cumulative preference shares of €0.01 each (the "2009 Preference Shares"), in the Bank; and
where "B" is equal to the total number of votes capable of being cast on a poll on such resolution by or on behalf of all Government Bodies and Government Concert Parties (in each case as defined in the articles of association of the Bank) in respect of ordinary shares in the Bank held by them and any other shares held by them, other than 2009 Preference Shares, in the Bank; and
in the case of a resolution relating to a proposed change of ownership of the Bank or the transfer of substantially all of the Bank's business (a "Control Resolution") the number of votes determined by the following formula:
| A 3 |
where "A" has the meaning given to it in subparagraph 7(a) above.
8. Notified details:
| A) Voting rights attached to shares | |||||||
| Class/type of shares (if possible using the ISIN CODE) | Situation previous to the Triggering transaction | Resulting situation after the triggering transaction | |||||
| Number of Shares | Number of Voting rights | Number of shares | Number of voting rights | % of voting rights | |||
| Direct | Direct | Indirect | Direct | Indirect | |||
| 2009 non-cumulative preference shares of €0.01 each in the event of: | |||||||
| (a) a Board Resolution; | NIL | NIL | 3,500,000,000 | 292,649,197 | NIL | 24.89 | NIL |
| (b) a Control Resolution; | NIL | NIL | 3,500,000,000 | 294,251,819 | NIL | 25.00 | NIL |
| (b) all other resolutions; | NIL | NIL | 3,500,000,000 | NIL | NIL | NIL | NIL |
| Ordinary shares of €0.32 each in the event of: | |||||||
| (a) a Board Resolution; | Below 3% | Below 3% | NIL | NIL | 1,602,622 | NIL | NIL |
| (b) a Control Resolution; and | Below 3% | Below 3% | NIL | NIL | 1,602,622 | NIL | 0.14 |
| (c) all other resolutions. | Below 3% | Below 3% | NIL | NIL | 1,602,622 | NIL | 0.18 |
| SUBTOTAL A (based on aggregate voting rights) in the event of: | |||||||
| (a) a Board Resolution; | Below 3% | Below 3% | 3,500,000,000 | 294,251,819 | 24.89% | ||
| (b) a Control Resolution; and | Below 3% | Below 3% | 3,500,000,000 | 295,854,441 | 25.14% | ||
| (c) all other resolutions. | Below 3% | Below 3% | 3,500,000,000 | 1,602,622 | 0.18% | ||
| B) Financial Instruments | ||||
| Resulting situation after the triggering transaction | ||||
| Type of financial instrument | Expiration Date | Exercise/Conversion Period/ Date | Number of voting rights that may be acquired if the instrument is exercised/converted | % of voting rights |
| Warrant | 13 May 2019 | At any time between the 13 May 2014 and 13 May 2019. | As described in paragraph 11(a) (below). | As described in paragraph 11(a) (below). |
| 2009 Bonus Shares | N/A | As described at paragraph 11(b) (below). | As described in paragraph 11(b) (below). | As described in paragraph 11(b) (below). |
| SUBTOTAL B (in relation to all expiration dates) | As described in paragraph 11(a) and (b) (below). | As described in paragraph 11(a) and (b) (below). | ||
| Total (A+B) in the event of: | number of voting rights | % of voting rights |
| (a) a Board Resolution | The total number of voting rights calculated in accordance with paragraph 7(a) above. | The total number of voting rights calculated in accordance with paragraph 7(a) above. |
| (b) a Control Resolution | The total number of voting rights calculated in accordance with paragraph 7(b) above. | The total number of voting rights calculated in accordance with paragraph 7(b) above. |
| (c) all other resolutions | 1,602,622 plus voting rights (if any) acquired as described in paragraph 11(a) and (b) (below). | 0.18% plus voting rights (if any) acquired as described in paragraph 11(a) and (b) (below). |
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:
1,602,622 ordinary shares of €0.32 each are held in the name of BNY Custodial Nominees (Ireland) Limited
10. In case of proxy voting: [name of the proxy holder] will cease to hold [number] voting rights as of [date].
N/A
11. Additional information:
(a) The Warrants
The warrants, if exercised in full, would entitle the NPRFC to acquire 294,251,819 ordinary shares of the Bank, equivalent to 25 per cent. of the existing issued ordinary share capital of the Bank, computed as if the warrants were exercisable and had been exercised in full on the date hereof. The NPRFC shall be entitled to exercise no more than 50 per cent. of the voting rights attaching to any ordinary shares which are issued as a result of the exercise of the warrants.
The number of warrants to be issued will be reduced pro rata (on a scale from 25 per cent. to 15 per cent. of the ordinary share capital of the Bank existing as of 13 May 2009, the date of issue of the 2009 Preference Shares), in the event that the Bank raises new core tier 1 capital of up to €1.5 billion on or before 31 December 2009 and uses the proceeds of such capital raising to repurchase up to €1.5 billion of the 2009 Preference Shares.
The number of ordinary shares which are the subject of each warrant is capable of being adjusted where there are changes in the share capital of the Bank.
(b) 2009 Bonus Shares
The 2009 Preference Shares entitle the NPRFC to receive a non-cumulative cash dividend at a fixed rate of 8 per cent. of the subscription price of €3.5 billion, payable annually in arrears at the discretion of the Bank. If a cash dividend is not paid by the Bank, the Bank shall make a bonus issue of ordinary shares in the Bank (the "2009 Bonus Shares") to the NPRFC.
The number of 2009 Bonus Shares that the Bank would be required to issue to the NPRFC in the event of non-payment of a cash dividend, is calculated by reference to the net amount of the unpaid dividend amount divided by:
(i) 100 per cent. of the average daily closing or, in the event of no dealings on any day, guide price of ordinary shares of the Bank on the Irish Stock Exchange over the 30 dealing days immediately preceding the original scheduled dividend declaration date, in the event that the 2009 Bonus Shares are issued on the originally scheduled dividend payment date; or
(ii) 95 per cent. of the average daily closing or, in the event of no dealings on any day, guide price of ordinary shares of the Bank on the Irish Stock Exchange over the 30 dealing days immediately preceding the original scheduled dividend declaration date, in the event that that the 2009 Bonus Shares are issued later than the originally scheduled dividend payment date.
The 2009 Bonus Stock will rank pari passu with the ordinary shares of the Bank as to voting, save that all voting rights in connection with Board Resolutions shall be calculated in the manner set out above in paragraph 7(a).
The 2009 Bonus Shares will be issued on a date determined by the Bank, provided that the date of issue is not later than the date on which the Bank subsequently redeems or repurchases or pays a dividend on the 2009 Preference Shares or any other class of share capital. If any 2009 Bonus Shares become due, but are not issued to the Bank, the NPRFC will be entitled, at a general meeting of the Bank, to cast up to the number of votes that would have attached to the 2009 Bonus Shares had they been so issued on the relevant dividend payment date.
Done at Dublin on 15 May 2009.