16 Sep 2010 14:07
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN THE UNITED STATES OR IN OR INTO OR TO ANY PERSON LOCATED IN OR AT ANY ADDRESS IN THE REPUBLIC OF ITALY OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
16 September 2010
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND ANNOUNCES RESULTS OF EXCHANGE OFFER
On 7 September 2010, The Governor and Company of the Bank of Ireland (the Bank) announced an invitation to holders (subject to offer restrictions) of its outstanding CAD400,000,000 Fixed/Floating Dated Subordinated Notes due September 2015 (the Existing Notes), to offer to exchange their Existing Notes for Canadian dollar Denominated Fixed/Floating Dated Subordinated Notes due September 2018 (the New Notes) (such invitation, the Exchange Offer).
The Exchange Offer was made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 7 September 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 Offer
The Bank announces its acceptance of all valid offers of Existing Notes for exchange pursuant to the Exchange Offer. The aggregate nominal amounts of the Existing Notes that the Bank will accept for exchange as reported by the Exchange Agent and of the New Notes to be issued are as set out in the tables below.
Existing Notes
| ISIN/CUSIP | Aggregate nominal amount accepted for exchange |
| CA062786AA67/ 062786AA6 | CAD 178,680,000 |
New Notes
| ISIN/CUSIP | Aggregate nominal amount to be issued |
| CA062786AD07/ 062786AD0 | CAD145,172,000 |
The expected Settlement Date for the Exchange Offer is 22 September 2010.
Merrill Lynch Canada Inc. and RBC Dominion Securities Inc. acted as Dealer Managers and Equity Transfer & Trust Company acted as Exchange Agent.
Questions and requests for assistance in connection with the settlement of the Exchange Offer may be directed to any Dealer Manager or the Exchange Agent.
| Dealer Managers | |
| Merrill Lynch Canada Inc. | RBC Dominion Securities Inc. |
| 181 Bay Street Suite 400 Toronto, Ontario M5J 2V8 Canada
For information in Canada: Telephone: +1 416 369 7645/4028 Attention: Ian Morrison/Steven Castle Email: ian.morrison@baml.com/steven.castle@baml.com
For information in the UK and Europe: Telephone: +44 (0)20 7995 3715 Attention: John Cavanagh/Tommaso Gros-Pietro Email: john.m.cavanagh@baml.com/tommaso.gros-pietro@baml.com | 2nd Floor, North Tower Royal Bank Plaza 200 Bay Street Toronto, Ontario M5J 2W7 Canada
For information by telephone: +1 877 381 2099 (Toll-free)/+1 416 842 6311 Attention: Chris Laham/Salim Mawani Email: liability.management@rbccm.com |
| Exchange Agent | |
| Equity Transfer & Trust Company 200 University Avenue, Suite 400 Toronto, Ontario M5H 4H1 Canada
Attention: Corporate Actions For information by telephone: +1 416 361 0152 Email: investor@equitytransfer.com | |
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 and the Exchange Agent to inform themselves about, and to observe, any such restrictions.
NOTICE
The Dealer Managers 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 or for advising any other person in connection with the arrangements described in this announcement.