Bank of Ireland lacks quorum, adjourns meeting for notes due 2015

By Angela McDaniels

Tacoma, Wash., Aug. 10 - The Bank of Ireland adjourned the meeting for holders of its lower tier 2 fixed/floating dated subordinated notes due September 2015 due to a lack of quorum, according to a bank news release.

The meeting convened on Aug. 10. The date of the adjourned meeting is to be announced.

An exchange offer for the notes ended at 11 a.m. ET on Aug. 8.

The company is seeking consents to modify the terms of the securities to include an option for the issuer to redeem or purchase all, but not only some, of the securities that remain outstanding following the exchange offers at 0.001% of par.

By tendering in the exchange offer, holders agreed to vote in favor of the changes.

No consent fee will be paid.

Exchange offer results

As previously reported, holders tendered C$38.74 million of these notes for option one and C$1,075,000 for option two.

Holders who chose option one will receive euro-denominated allotment instruments issued by the bank plus accrued interest, and those who chose option two will receive a cash payment for their securities, and no payment will be made for accrued interest.

Bondholders who chose the equity option will receive an amount of allotment instruments equal to 40% of par. The amount will be 32% of par for securities tendered after the early participation deadline.

Those who chose option two will receive a cash purchase price of 20% of par. The price will be 16% of par for securities tendered after the early participation deadline.

The allotment instruments will automatically convert into ordinary shares at a conversion price of €0.1156 per share. Because the settlement date for the offer, Aug. 12, is the same as the conversion date for the allotment instruments, holders will, in lieu of allotment instruments, receive the shares directly.

The bank expects to issue 96,253,321 shares and pay C$215,000 to settle the exchange offer.

The offer was made in conjunction with exchange offers for 19 series of tier 1 and tier 2 securities that began June 8. The other offers ended on July 7.

In the previous offers, the bank expected to issue €654,174,605 principal amount of allotment instruments and pay €10,120,980, $2,474,200, £814,340 and C$400 in cash.

The bank was also to place a €1 billion contingent capital instrument with the government.

The dealer managers for the exchange offers were Credit Suisse Securities (Europe) Ltd. (44 20 7883 8763), Deutsche Bank AG, London Branch (44 20 7545 8011) and UBS Ltd. (44 20 7567 0525, 203 719-4210 or 888 719-4210).

The EC/CS exchange agent, DTC exchange agent and tabulation agent was Lucid Issuer Services Ltd. (44 20 7704 0880), and the CDS exchange agent was Equity Financial Trust Co. (416 361-0152).

Bank of Ireland is a Dublin-based retail and commercial bank.

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