Bank of Ireland tallies tenders of preference shares, bonds

By Wendy Van Sickle

Columbus, Ohio, June 30 – Bank of Ireland Group plc gave the results of its invitation to holders of its perpetual instruments to tender any and all their holdings at a premium and reported results of a concurrent consent solicitation for one series, according to a press release.

As announced on June 21, as part of a review of its capital structure, the bank is seeking to retire the instruments, all issued between 1991 and 1997, as they no longer qualify as regulatory capital, and such instruments are no longer issued by the group. The bank further noted that the instruments are complex both operationally and from a regulatory standpoint and do not benefit from a liquid trading market.

The bank said Friday that by the general expiration of the offers it received and will accept tenders of £1,118,608 principal amount of its 12.625% non-cumulative sterling preference stock (ISIN: IE0000730808) for a total price of 187.942% of par, which includes a 4.9462% payment in lieu of dividend.

It also received and will accept tenders of €1,792,411 principal amount of its 12% non-cumulative euro preference stock (ISIN: IE0000730790) for a total price of 183.6777% of par, which includes a 4.7014% payment in lieu of dividend.

In a separate release, the bank reported receiving tenders of 15.9% of the 8.125% non-cumulative non-redeemable preference shares (ISIN: GB0000510205) issued by Bristol & West plc and 43.56% of the 13.375% perpetual subordinated bonds (ISIN: GB0000510312) of Governor and Co. of the Bank of Ireland.

As previously reported, for the £32,593,734 of 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.

In the case of the 13.375% perpetual subordinated bonds, the bank reported the receipt of voting-only instructions under the concurrent consent solicitation, with holders of 0.03% of the bonds voting in favor of the solicitation and holders of 0.29% voting against the solicitation.

The general expiration deadline was 1 p.m. ET on June 29, with early settlement slated for July 13, and the retail expiration deadline will be 1 p.m. ET on Aug. 2, with retail settlement scheduled for Aug. 16.

The bank noted that if the total principal amount of the outstanding 13.375% tendered or voted prior to the retail deadline reaches two-thirds of the principal amount outstanding, the proposed bondholder meeting to consider the consent solicitation will proceed on Aug. 4.

As the amount already tendered or voted in respect of the 13.375% bonds exceeds one-third of the principal amount outstanding, there will be a quorum for an adjourned meeting, if necessary, of bondholders on Aug. 18.

The consent solicitation requires 75% of the bondholders attending at the initial meeting or the adjourned meeting to vote in favor of the resolution in order for it to pass.

Solicitation details

The consent solicitation asks holders of the 13.375% Governor and Co. bonds to vote on a resolution to insert a call option into the terms and conditions, which will then allow the bond redemption.

Governor and Co. bondholders have three options: they may tender their bonds triggering an automatic vote in favor of the consent solicitation, vote on the consent solicitation or take no action.

The amount that is received by the Governor and Co. bondholders is dependent on whether the vote is favorable and whether the bondholder tendered their bonds or voted separately by each of the relevant deadlines.

If the vote in favor of Governor and Co. redeeming the bonds is successful, then the bonds will not be purchased according to the terms of the tender offer and all of the bonds will instead be redeemed on the redemption date.

If the vote is in favor of redeeming the bonds, bondholders who voted yes, including through the tendering of their bonds, will receive the purchase price of 192.031 plus a voting fee of 2%, or £20 per £1,000 of principal, for a total purchase price of 194.031, or £1,940.31 for each £1,000 of principal. Bondholders who do not vote will not receive the 2% voting fee.

If the vote in favor of redeeming the bonds is unsuccessful, tendering bondholders will receive the total tender consideration of 192.031 per £1,000 of principal. No voting fee will be paid.

Bondholders that do not tender their bonds in the tender offer will not receive any payment if the vote is unsuccessful.

Details

D.F. King Ltd has been appointed as 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 have been appointed as dealer managers for the purposes of the offers to institutional investors.

The issuer is based in Dublin.

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