19 Oct 2011 16:50
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
FOR FILING PURPOSES ONLY IN ACCORDANCE WITH
REGULATION 22 OF THE TRANSPARENCY (DIRECTIVE 2004/109/EC) REGULATIONS 2007
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:
The Governor and Company of the Bank of Ireland (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:
Hamblin Watsa Investment Counsel Ltd.
4. Full name of shareholder(s) (if different from 3.):
Wentworth Insurance Company Ltd.
Odyssey Reinsurance Company
nSpire Re Limited
Fairfax (Barbados) International Corp.
Zenith Insurance Company
TIG Insurance Company
Lombard General Insurance Company of Canada
Newline Corporate Name Limited
Advent Capital No.3 Limited
Clearwater Insurance Company
RiverStone Managing Agency Limited
Fairfax Financial Holdings Limited Master Trust
Falcon Insurance Company (Hong Kong) Ltd.
5. Date of the transaction and date on which the threshold is crossed or reached:
17 October 2011
6. Date on which issuer notified;
18 October 2011
7. Threshold(s) that is/are crossed or reached:
The voting rights controlled by Hamblin Watsa Investment Counsel Ltd. has reached 9.32%, crossing the threshold of 3% and each 1% threshold up to and including 9%.
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 | |||
Ordinary stock of €0.05 each (ISIN: IE0030606259) | Below 3% | Below 3% | Nil | Nil | 2,807,463,858 | 9.32% | |
SUBTOTAL A (based on aggregate voting rights) | Below 3% | Below 3% | Nil | 2,807,463,858 | 9.32% | ||
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 |
Nil | Nil | Nil | Nil | Nil |
SUBTOTAL B (in relation to all expiration dates) | Nil | Nil | ||
Total (A+B) | number of voting rights | % of voting rights |
2,807,463,858 | 9.32% |
9. Chain of controlled undertakings through which the voting rights and/or the financial instrumentsare effectively held, if applicable:
Hamblin Watsa Investment Counsel Ltd., a wholly owned subsidiary of Fairfax Financial Holdings Limited, acts as investment manager for each of Wentworth Insurance Company Ltd., Odyssey Reinsurance Company, nSpire Re Limited, Fairfax (Barbados) International Corp., Zenith Insurance Company, TIG Insurance Company, Lombard General Insurance Company of Canada, Newline Corporate Name Limited, Advent Capital No.3 Limited, Clearwater Insurance Company, RiverStone Managing Agency Limited, Fairfax Financial Holdings Limited Master Trust and Falcon Insurance Company (Hong Kong) Ltd. (the "Stockholders") and, pursuant to investment agreements with each of the Stockholders, has discretion over the voting rights attaching to the Ordinary Stock of the Bank owned by the Stockholders. Each of the Stockholders is a direct or indirect subsidiary of Fairfax Financial Holdings 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:
On 25 July 2011, the Minister announced that negotiations had concluded with a group of investors who had committed to buy up to €1.123 billion of ordinary stock of the Bank from the National Pensions Reserve Fund Commission ("NPRFC").
The capital investment consisted of:
(a) an initial purchase of ordinary stock of the Bank from the NPRFC following completion of the rights issue of the Bank, which completed on 2 August 2011 (the "Initial Transaction"); and
(b) the purchase of further units of ordinary stock, following receipt of appropriate regulatory approvals (the "Conditional Transaction").
The Conditional Transaction completed on 17 October 2011, following receipt of appropriate regulatory approvals.
Bank of Ireland is making this notification on receipt of a notification from Hamblin Watsa Investment Counsel Ltd under the Transparency (Directive 2004/109/EC) Regulations 2007.
Done at Dublin on 19 October 2011
Contact: Helen Nolan, Group Secretary
Telephone +353 76 6234710