24 Dec 2010 11:22
Standard Form TR-1Voting rights attached to shares- Article 12(1) of directive 2004/109/ECFinancial 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 p.l.c. (the "Bank")
2. Reason for the notification (please tick the appropriate box or boxes):
[x] an acquisition or disposal of voting rights
[ ] 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:
23 December 2010
6. Date on which issuer notified;
23 December 2010
7. Threshold(s) that is/are crossed or reached:
7.1 Immediately prior to the notification event, the National Pensions Reserve Fund Commission (the "NPRFC") indirectly held 201,112,776 ordinary shares of €0.32 each of the Bank, each with the rights and obligations accorded to ordinary shares of the Bank in its memorandum and articles of association. These shares were legally held in the name of BNY Custodial Nominees (Ireland) Limited.
7.2 Immediately prior to the notification event, the NPRFC held 3,500,000,000 non-cumulative preference shares of €0.01 of the Bank (the "2009 Preference Shares") which carry voting rights equivalent to:
(a) 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 Preference Shares; 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
(b) 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 7.2(a) above.
7.3 The NPRFC has now acquired additional ordinary shares of €0.32 each of the Bank and, as a result, has NPRFC crossed or reached the 37% and 49% thresholds in the manner set out in paragraph 8 below.
8. Notified details:
1.
1. 1. 1.
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 | |||
(1) Ordinary shares of €0.32 each in the event of:
| |||||||
(a) a Board Resolution; | 201,112,776 | 201,112,776 | NIL | NIL | 876,220,621 | NIL | 37.42 |
(b) a Control Resolution; and | 201,112,776 | 201,112,776 | NIL | NIL | 876,220,621 | NIL | 37.42 |
(c) all other resolutions. | 201,112,776 | 201,112,776 | NIL | NIL | 876,220,621 | NIL | 49.9 |
(2) 2009 non-cumulative preference shares of €0.01 each in the event of:
| |||||||
(a) a Board Resolution; and | 3,500,000,000 | 159,168,992 | 3,500,000,000 | NIL | NIL | NIL | NIL |
(b) a Control Resolution. | 3,500,000,000 | 360,281,768 | 3,500,000,000 | 585,317,716 | NIL | 25 | NIL |
SUBTOTAL A (based on aggregate voting rights) in the event of:
| |||||||
(a) a Board Resolution; | As set out in 8(1) and 8(2) above. | 360,281,768 | 3,500,000,000 | 876,220,621 | 37.42% | ||
(b) a Control Resolution; and | 561,394,544 | 3,500,000,000 | 1,461,538,337 | 62.42% | |||
(c) all other resolutions. | 201,112,776 | 3,500,000,000 | 876,220,621 | 49.9% | |||
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 |
2009 Bonus Shares | N/A | As described at paragraph 11.1 (below). | As described in paragraph 11.1 (below).
| As described in paragraph 11.1 (below). |
Convertible non-voting shares | N/A | As described at paragraph 11.2 (below).
| 10,489,899,564 ordinary shares, as described in paragraph 11.2 (below). | As described in paragraph 11.2 (below). |
SUBTOTAL B (in relation to all expiration dates) | As described in paragraph 11 (below). | As described in paragraph 11 (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 8 above and 11 below.
| The total number of voting rights calculated in accordance with paragraph 8 above and 11 below.
|
(b) a Control Resolution | The total number of voting rights calculated in accordance with paragraph 7.2(b) above and 11 below.
| The total number of voting rights calculated in accordance with paragraph 7.2(b) above and 11 below.
|
(c) all other resolutions
| 876,220,621 plus voting rights (if any) acquired as described in paragraph 11 (below).
| 49.9% plus voting rights (if any) acquired as described in paragraph 11 (below). |
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:
876,220,621 ordinary shares of €0.32 each of the Bank 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:
11.1 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:
(a) 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 official list or Securities Exchange Market of 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
(b) 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 official list or Securities Exchange Market of 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 7.2(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.
11.2 Credit Institutions (Stabilisation) Act 2010 (the "CIS Act")
On 23 December 2010, the High Court issued an order pursuant to the CIS Act which directed that the Bank issue equity capital in the form of ordinary shares (the subject of this notification) and convertible non-voting shares ("CNV Shares"). The purpose of the order is to ensure that the Bank continues to meet its capital requirements as prescribed by the Central Bank of Ireland.
The Court has directed that the Bank issue 675,107,845 new ordinary shares to the NPRFC and 10,489,899,564 CNV Shares. The CNV Shares will rank pari passu with the ordinary shares other than in respect of voting, and will be convertible into ordinary shares on a one-for-one basis at the discretion of the NPRFC. The capital increase is structured in this way in order to facilitate the ongoing disposal of AIB's Polish interests. The NPRFC intends to make this conversion following completion of the sale of AIB's Polish interests. Following the conversion the NPRFC's ownership of the ordinary shares of AIB would increase to 92.80% in respect of all resolutions, save Board Resolutions and Control Resolutions which would remain subject to the terms of the 2009 Preference Shares as described in paragraph 7.2 above.
The order enables the Minister to exercise specified powers pursuant to section 47 of the CIS Act where such exercise is necessary to achieve any of the matters envisaged by the Court order.
11.3 National Treasury Management Agency
The National Treasury Management Agency (the "NTMA")performs the functions delegated by the Minister in the National Treasury Management Agency Act 1990 (Delegation of Banking System Functions) Order 2010 and any other delegations of functions or directions by the Minister to the NTMA from time to time, in accordance with any direction by the Minister from time to time.
Done at Dublin on 23 December 2010.