9 Jun 2010 07:00
Rights Issue Take-Up
9 June 2010
This announcement is an advertisement and not a prospectus and Stockholders should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of information in the prospectus published by The Governor and Company of the Bank of Ireland ("Bank of Ireland" or "the Bank") on 26 April 2010 in connection with, inter alia, the Rights Issue (the "Prospectus"). Copies of the Prospectus are available from Bank of Ireland's registered office at Lower Baggot Street, Dublin 2, Ireland and at the registered offices of Citigroup Global Markets U.K. Equity Limited, Credit Suisse Securities (Europe) Limited, J&E Davy, Deutsche Bank AG (London Branch) and UBS Limited (the "Underwriters"). Not for release, publication or distribution, in whole or in part, directly or indirectly, in or into or from the United States, Australia, New Zealand, South Africa, Japan, Canada or Switzerland or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
Bank of Ireland announces results of the Rights Issue
Following the closing of the Rights Issue offer period on 8 June 2010, Bank of Ireland announces that it has received valid acceptances in respect of 2,967,865,911 units of new Ordinary Stock (including units of new Ordinary Stock to be issued pursuant to the NPRFC Rights Issue Undertaking) representing approximately 94.63 per cent of the 3,136,446,463 units of new Ordinary Stock to be offered to Qualifying Stockholders and the NPRFC pursuant to the Rights Issue announced by the Bank on 26 April 2010.
It is expected that the units of new Ordinary Stock in uncertificated form will be credited to CREST accounts on 14 June 2010 and, in respect of Ordinary Stock in certificated form, that definitive stock certificates will be dispatched to Stockholders by no later than 25 June 2010.
It is expected that the units of new Ordinary Stock will commence trading fully paid on the Irish Stock Exchange and the London Stock Exchange at 8.00 am on 14 June 2010.
As disclosed in the Prospectus, the Underwriters will use reasonable endeavours to procure subscribers for 168,580,552 units of new Ordinary Stock, being the balance for which valid acceptances were not received in the Rights Issue, at a price which exceeds the Rights Issue Price plus associated expenses of the sale. A further announcement as to the number of units of new Ordinary Stock and the price obtained per unit of new Ordinary Stock for which subscribers have been procured will be made in due course.
Applications have been made for 1,139,924,901 units of new Ordinary Stock, allotted pursuant to the NPRFC Rights Issue Undertaking, to be admitted to the Official Lists of the Irish Stock Exchange and the UK Listing Authority and admitted to trading on the Irish Stock Exchange and the London Stock Exchange with dealings in respect thereof commencing on 14 June 2010.
Unless otherwise defined, capitalised terms used in this announcement have the same meaning as in the Prospectus.
Copies of this announcement are available, free of charge and in printed form, at Bank of Ireland's registered office at Lower Baggot Street, Dublin 2, Ireland and the registered offices of the Underwriters.
| For further information, please contact: | ||
| John O'Donovan | Group Chief Financial Officer | +353 (0) 766 23 4703 |
| Geraldine Deighan | Head of Group Investor Relations | +353 (0) 766 23 4729 |
| Dan Loughrey | Head of Group Corporate Communications | +353 (0) 766 23 4770 |
This announcement does not constitute an offer to sell, or a solicitation of an offer to subscribe for, the securities being issued in any jurisdiction in which such offer or solicitation is unlawful.
This announcement is not for distribution, directly or indirectly, in or into the United States, Australia, New Zealand, South Africa, Japan, Canada or Switzerland or any other state or jurisdiction in which it would be unlawful to do so. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein (the "Securities") have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The Securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the Securities in the United States, and the Securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States, or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering or the Securities or the accuracy or adequacy of any of the documents or other information contained therein.
This announcement does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of any of the Proposals. A Prospectus relating to the Proposals has been prepared and is available in accordance with EU Directive 2003/71/EC and/or Part VI of the Financial Services and Markets Act 2000. Any decision to invest in Bank of Ireland under the Proposals must be made only on the basis of the information contained in and incorporated by reference into such Prospectus.
Neither the content of Bank of Ireland's website nor any website accessible by hyperlinks on Bank of Ireland's website is incorporated in, or forms part of, this announcement.
The distribution of this announcement and/or any other documents related to any offering of securities or the transfer or offering of securities into jurisdictions other than Ireland and the United Kingdom ('UK') may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of complying with applicable law and regulation in Ireland and the UK and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of Ireland and the UK.
None of the Minister for Finance, the Department of Finance, the Irish Government, the NTMA, the NPRFC or any person controlled by or controlling any such person, or any entity or agency of or related to the Irish State, or any director, officer, official, employee or adviser of any such person, or any Underwriter or IBI Corporate Finance or any of their affiliates, directors, officers, employees, agents or any other person (each such person, a "Relevant Person") accepts any responsibility for the contents of, or makes any representation or warranty as to the accuracy, completeness or fairness of any information in, this announcement or any document referred to in this announcement or any supplement or amendment thereto (the "Announcement"). Each Relevant Person expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of the Announcement. No Relevant Person has authorised or will authorise the contents of the Announcement, or has recommended or endorsed the merits of any course of action contemplated by the Announcement.
The Underwriters and IBI Corporate Finance are acting exclusively for Bank of Ireland in connection with the Proposals and no one else and will not regard any other person as a client in relation to the Proposals and will not be responsible to anyone other than Bank of Ireland for providing the protections afforded to their clients or for providing advice in relation to the Proposals or any matters referred to in the Announcement.