11 Feb 2010 16:10
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN THE UNITED STATES OR THE REPUBLIC OF ITALY OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
11 February 2010
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND ANNOUNCES RESULTS OF EXCHANGE OFFERS
On 2 February 2010, The Governor and Company of the Bank of Ireland (the Bank) announced invitations to holders (subject to offer restrictions) of its outstanding:
(a) €650,000,000 Fixed/Floating Rate Subordinated Notes due 2019 (the 2019 Euro Existing Notes), €600,000,000 Callable Step-up Floating Rate Subordinated Notes due 2017 (the 2017 Euro Existing Notes Issued 2005) and €750,000,000 Callable Step-up Floating Rate Subordinated Notes due January 2017 (the 2017 Euro Existing Notes Issued 2007) (together, the Euro Existing Notes);
(b) U.S.$600,000,000 Callable Step-up Floating Rate Subordinated Notes due July 2018 (the Dollar Existing Notes); and
(c) £400,000,000 Callable Fixed/Floating Dated Subordinated Notes due January 2018 (the Sterling Existing Notes and, together with the Euro Existing Notes and the Dollar Existing Notes, the Existing Notes),
to offer to exchange their Existing Notes for:
(i) Euro Denominated 10 per cent. Subordinated Notes due 2020 (the Euro New Notes), in the case of the Euro Existing Notes;
(ii) Euro New Notes or Sterling Denominated 10 per cent. Subordinated Notes due 2020 (the Sterling New Notes and together with the Euro New Notes, the New Notes) in the case of the Dollar Existing Notes; and
(iii) Sterling New Notes in the case of the Sterling Existing Notes,
(each such invitation, an Exchange Offer and, together, the Exchange Offers).
The Exchange Offers were made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 2 February 2010 (the Exchange Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer Memorandum.
Acceptance of Exchange Offers
The Bank announces its acceptance of all valid offers of Existing Notes for exchange pursuant to the Exchange Offers. The aggregate nominal amounts of the Existing Notes of each series that the Bank will accept for exchange and of the New Notes to be issued together with the FX Rates for the Dollar Existing Notes are as set out in the tables below.
Existing Notes
|
| ISIN | Aggregate amount accepted for exchange | Exchange Ratio (%) |
| 2019 Euro Existing Notes | XS0186652557 | 230,043,000 | 78.00 |
| 2017 Euro Existing Notes Issued 2005 | XS0223310862 | 442,150,000 | 72.25 |
| 2017 Euro Existing Notes Issued 2007 | XS0283474483 | 501,850,000 | 73.00 |
| Dollar Existing Notes | XS0309177318 | 227,197,000 | 70.25 |
| Sterling Existing Notes | XS0238792393 | 244,535,000 | 79.50 |
New Notes
|
| ISIN | New Issue Size | Coupon (%) | FX Rate for Dollar Existing Notes | Expected Maturity Date |
| Euro New Notes | XS0487711573 | €977,906,000 | 10.000 | 1.3740 | 12 February 2020 |
| Sterling New Notes | XS0487711656 | £197,383,000 | 10.000 | 1.5630 | 12 February 2020 |
The expected Settlement Date for the Exchange Offers is 12 February 2010.
Deutsche Bank AG, London Branch and UBS Limited acted as Dealer Managers and Lucid Issuer Services Limited acted as Exchange Agent.
Credit Suisse Securities (Europe) Limited and IBI Corporate Finance Limited acted as Financial Advisers to the Bank.
Questions and requests for assistance in connection with the settlement of the Exchange Offers may be directed to any Dealer Manager or the Exchange Agent.
| Dealer Managers | |
| Deutsche Bank AG, London Branch | UBS Limited |
| Winchester House 1 Great Winchester Street London EC2N 2DB Telephone: +44 20 7545 8011 Attention: Liability Management Group Email: liability.management@db.com | 1 Finsbury Avenue London EC2M 2PP Telephone: +44 20 7567 0525 Attention: Liability Management Group Email: mark-t.watkins@ubs.com
|
| Exchange Agent | |
| Lucid Issuer Services Limited 436 Essex Road London N1 3QP United Kingdom Telephone: +44 20 7704 0880 Fax: +44 20 7067 9098 Attention: David Shilson/Yves Theis Email: boi@lucid-is.com | |
| Financial Advisers | |
| Credit Suisse Securities (Europe) Limited One Cabot Square London E14 4QJ United Kingdom | IBI Corporate Finance Limited 40 Mespil Road Dublin 4 Ireland |
DISCLAIMERThis announcement must be read in conjunction with the Exchange Offer Memorandum. Neither this announcement nor the Exchange Offer Memorandum constitutes an offer to sell or buy or the solicitation of an offer to sell or buy the Existing Notes and/or New Notes. The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Exchange Offer Memorandum comes are required by the Bank, the Dealer Managers, the Financial Advisers, and the Exchange Agent to inform themselves about, and to observe, any such restrictions.
NOTICE
The Dealer Managers and the Financial Advisers are acting exclusively for the Bank and no one else in connection with the arrangements described in this announcement and will not be responsible to anyone other than the Bank for providing the protections afforded to customers of the Dealer Managers and the Financial Advisers, respectively, or for advising any other person in connection with the arrangements described in this announcement.
0014621-0000109 ICM:9874318.3