Bank of Ireland gives final tender results for legacy instruments

By Wendy Van Sickle

Columbus, Ohio, Aug. 3 – Bank of Ireland Group plc announced the results of the tender offers and consent solicitation for four series of legacy instruments, according to a notice.

The offers were announced on June 21, and the retail expiration deadline was at 8 a.m. ET on Aug. 2.

The preference stock offerer, Bank of Ireland Nominee 3 Ltd., received tenders of 91.77% of the 12.625% non-cumulative sterling preference stock (ISIN: IE0000730808). As this amount exceeds 80% of the outstanding preference stock, the offeror intends to exercise its right to compulsorily acquire the preference stock at £18.30 for each £1 principal amount plus a payment in lieu of dividends.

It received and accepted tenders of 65.84% of the 12% non-cumulative euro preference stock (ISIN: IE0000730790). As this amount does not meet the 80% threshold for the group to compulsorily acquire the euro preference stock, the group plans to continue efforts to acquire the remaining shares in order to retire that instrument, including by way of open market purchases, launching another offer or taking other steps.

The offeror received and accepted tenders of 48.54% of the 8.125% non-cumulative non-redeemable preference shares (ISIN: GB0000510205) issued by Bristol & West plc. The group’s ultimate intention is to wind up with issuer through a voluntary liquidation. The offeror intends to retain the 8.125% shares acquired under the offer with the objective of acquiring a sufficient number the shares to ultimately pass a liquidation resolution at a general meeting of Bristol & West. Any such resolution will require the approval of 75% of the shareholders of Bristol & West in attendance at such a general meeting in order to be passed.

Finally, the group announced tenders of 68.46% of the £32,593,734 of 13.375% perpetual subordinated bonds of Governor and Co. of the Bank of Ireland, as well as voting-only instructions from holders of 11.15% of the bonds, 2.12% of which were in favor, 8.52% were against and 0.51% appointing a proxy to attend a meeting to vote in person under the concurrent consent solicitation. As the amount of the bonds tendered or voted exceeds two-thirds of the outstanding amount, the proposed bondholder meeting will have a sufficient quorum to proceed on Aug. 4. At least 75% of the bondholders attending the meeting must vote in favor of the extraordinary resolution for passage. As votes in favor of the resolution have been irrevocably cast by holders of 88.65% of the bonds, the group expects the extraordinary resolution will be passed and that the 13.375% perpetual subordinated bonds will be redeemed on Aug. 25.

As previously reported, for the 8.125% Bristol & West shares, the bank was offering to purchase the shares at 117.5% of par plus a payment of in lieu of the dividend of 1.313% for shares tendered by the general expiration deadline.

For the outstanding £45,903,600 of the £75 million 13.375% Governor and Co. bonds, the bank offered to purchase any and all of the bonds at 188% of par plus 4.031% in accrued interest.

D.F. King Ltd. is retail information agent for all offers. The terms of the offers and contact details are available at https://www.dfkingltd.com/boi/.

Computershare Investor Services (Ireland) Ltd. is acting as receiving agent for the preference stock, and Link Market Services Ltd. is the receiving agent for the Bristol & West preference shares and the Governor and Co. bonds.

J&E Davy ULC, Jefferies International Ltd., Lloyds Bank Corporate Markets plc and UBS AG London Branch are dealer managers for the purposes of the offers to institutional investors.

The issuer is based in Dublin.

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