FAP.L Regulatory News (FAP)

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the UNITED STATES) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE ATTACHED TENDER OFFER MEMORANDUM.

11 June 2013

ULSTER BANK ANNOUNCES TENDER OFFER FOR CERTAIN OUTSTANDING NOTES ISSUED AS PART OF THE CELTIC RESIDENTIAL IRISH MORTGAGE SECURITISATION PROGRAMME

Ulster Bank Ireland Limited (the Bank) announced today invitations to holders of the classes of notes described below (each a Class and together the Notes) to tender such Notes for purchase by the Bank for cash (each such invitation an Offer and together the Offers). The Offers are being made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 11 June 2013 (the Tender Offer Memorandum) prepared by the Bank, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Dealer Manager and the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offers

The Offers are aimed at supporting the Bank's strategy to optimise its financial structure and strengthen its balance sheet by purchasing the Notes at below their par value. At the same time the Offers enable the Noteholders to tender their Notes and exit the transactions, taking into consideration current financial market conditions.

No decision has been made in relation to whether the Bank will repurchase the underlying mortgage portfolios to enable any of the Issuers to exercise their call options in the future.

Details of the Offers

The amount the Bank will pay for the Notes of each Class validly tendered and accepted for purchase pursuant to the relevant Offer will be determined pursuant to an Unmodified Dutch Auction Procedure, as described in the Tender Offer Memorandum. Under the Unmodified Dutch Auction Procedure, the purchase price the Bank will pay for any Notes of a Class validly tendered by a Noteholder and accepted for purchase pursuant to the relevant Offer (each such price (expressed as a percentage of the (amortised) principal amount outstanding of the relevant Notes), a Purchase Price) shall be equal to the particular purchase price specified (or deemed to be specified, as described below) by the relevant Noteholder in the relevant Tender Instruction.

Under the Unmodified Dutch Auction Procedure, the Bank will determine, in its sole discretion, the aggregate original principal amount of the Notes (if any) of each Class (each such amount a Class Acceptance Amount) it will accept for purchase pursuant to the Offers, and a maximum purchase price for each Class (expressed as a percentage of the (amortised) principal amount outstanding of the relevant Notes) (the Maximum Purchase Price), being the maximum price at which it will accept valid tenders of Notes of such Class pursuant to the relevant Offer. The Maximum Purchase Price for each Class will not be less than the minimum purchase price for such Class set out in the table below (a Minimum Purchase Price), and will otherwise be the lowest price for such Class that will allow the Bank to accept for purchase the relevant Class Acceptance Amount. The Bank will not accept for purchase any Notes tendered at prices greater than the Maximum Purchase Price for the relevant Class.

The Bank currently proposes to accept for purchase pursuant to the Offers up to €1,250,000,000 in aggregate (amortised) principal amount outstanding of the Notes (or the equivalent in Sterling, as appropriate) although the Bank reserves the right, in its sole discretion, to accept significantly less than or significantly more than such amount for purchase pursuant to the Offers (the final amount accepted for purchase pursuant to the Offers being the Final Acceptance Amount). The Bank will determine the allocation of funds between each Class in its sole discretion, and reserves the right to accept for purchase significantly more or less (or none) of the Notes of any one Class as compared to any other Class.

If the Bank decides to accept valid tenders of Notes of a Class pursuant to an Offer, there will be no scaling of Notes of such Class validly tendered pursuant to Non-Competitive Tender Instructions.

If the Bank accepts any Notes of a Class validly tendered pursuant to Competitive Tender Instructions (as described in the Tender Offer Memorandum) for purchase pursuant to the relevant Offer and the aggregate original principal amount of such Class validly tendered is greater than the relevant Class Acceptance Amount, the Bank intends to accept such Notes tendered at the relevant Maximum Purchase Price for purchase on a pro rata basis such that the aggregate original principal amount of such Notes accepted for purchase is no greater than such Class Acceptance Amount, as more fully described in the Tender Offer Memorandum.

The Bank will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price pursuant to the relevant Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction (as more fully described in the Tender Offer Memorandum) that is received by the Tender Agent by 4.00 p.m. (London time) on 24 June 2013. Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum original principal amount of Notes of the relevant Class of no less than the original minimum denomination for such Class and may be submitted in integral multiples of the relevant permitted integral amount thereafter (as more fully described in the Tender Offer Memorandum).

Tender Instructions may be submitted on a 'competitive' or a 'non-competitive' basis, as described in the Tender Offer Memorandum.

Indicative Timetable for the Offers (all times are London times)

The Bank may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Bank to so extend, re-open, amend and/or terminate any Offer.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer before the deadlines specified in above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offers will be made by publication through the Company Announcement section of the Irish Stock Exchange and an RIS. Announcements may also be made (i) on the relevant Reuters Insider Screen, (ii) by the issue of a press release to a Notifying News Service and (iii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers. In addition, Noteholders may contact the Dealer Manager for information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in any Offer.

The Royal Bank of Scotland plc is acting as Dealer Manager for the Offers and Lucid Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Offers may be directed to the Dealer Manager.

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to any Offer. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice, including as to any tax consequences, from your stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offers. None of the Bank, the Dealer Manager or the Tender Agent makes any recommendation whether Noteholders should tender Notes pursuant to the Offers.

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the Dealer Manager or its affiliate, as the case may be, on behalf of the Bank in such jurisdictions.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by the Bank, the Dealer Manager and the Tender Agent to inform themselves about and to observe any such restrictions.

United States

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Notes participating in an Offer will represent that it is not located in the United States and it is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal that is located outside the United States and that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above paragraph, United States means United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy (Italy) as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes in the relevant Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

United Kingdom

This announcement and the Tender Offer Memorandum have been issued by Ulster Bank Ireland Limited (the Bank) of George's Quay, Dublin 2, Ireland which is regulated by the Central Bank of Ireland and is also subject to limited regulation by the United Kingdom Financial Conduct Authority (the FCA), and is being distributed only to existing holders of the Notes. This announcement and the Tender Offer Memorandum are only addressed to such existing Noteholders where they would (if they were clients of the Bank) be professional clients or eligible counterparties of the Bank within the meaning of the FCA rules. Neither this announcement nor the Tender Offer Memorandum are addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on it. Recipients of this announcement or the Tender Offer Memorandum should note that the Bank is acting on its own account in relation to the Offers and will not be responsible to any other person for providing the protections which would be afforded to clients of the Bank or for providing advice in relation to the Offers.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France (France). Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code monétaire et financier, are eligible to participate in the Offers. Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Ireland

The Offers are not being made, directly or indirectly, to the public in Ireland and no offers or sales of any notes or securities under or in connection with such Offers may be effected except in conformity with the provisions of Irish law including the Companies Acts 1963 to 2012 of Ireland, the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland and the Prospectus (Directive 2003/71/EC) Regulations 2012 of Ireland, the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos 1 to 3) of Ireland (as amended) and the Market Abuse (Directive 2003/6/EC) Regulations 2005 of Ireland (as amended).

This announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers must not be distributed otherwise than in conformity with the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos 1 to 3) of Ireland (as amended) and the Market Abuse (Directive) 2003/6/EU Regulations 2005 of Ireland (as amended), any rules, codes of conduct or code of practice issued thereunder, and any rules issued under Section 34 of the Investments, Funds, Companies & Miscellaneous Provisions Act 2005 of Ireland by the Central Bank of Ireland.

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange.