17th Dec 2010 16:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN THE UNITED STATES OR IN OR INTO OR TO ANY PERSON LOCATED IN OR AT ANY ADDRESS IN THE REPUBLIC OF ITALY OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
17 December 2010
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND ANNOUNCES RESULTS OF EXCHANGE OFFERS
On 8 December 2010, The Governor and Company of the Bank of Ireland (the Bank) announced invitations to holders (subject to offer restrictions) of its outstanding:
(a) €650,000,000 Fixed/Floating Rate Subordinated Notes due 2019 (the 2019 Euro Existing Notes), €600,000,000 Callable Step-up Floating Rate Subordinated Notes due 2017 (the 2017 Euro Existing Notes Issued 2005), €750,000,000 Callable Step-up Floating Rate Subordinated Notes due January 2017 (the 2017 Euro Existing Notes Issued 2007) and €1,002,157,000 10 per cent. Subordinated Notes due 2020 (issued in three tranches) (the 2020 Euro Existing Notes) (together, the Euro Existing Notes);
(b) U.S.$600,000,000 Callable Step-up Floating Rate Subordinated Notes due July 2018 (the Dollar Existing Notes); and
(c) £400,000,000 Callable Fixed/Floating Dated Subordinated Notes due January 2018 (the 2018 Sterling Existing Notes Issued 2005), £450,000,000 Callable Subordinated Step-up Notes due September 2020 (the 2020 Sterling Existing Notes Issued 2008), £197,383,000 10 per cent. Subordinated Notes due 2020 (the 2020 Sterling Existing Notes Issued 2010) and £75,000,000 10 ¾ per cent. Subordinated Bonds due 2018 (originally issued by Bristol & West Building Society and initially substituted by Bristol & West plc and then substituted by The Governor and Company of the Bank of Ireland (acting through its United Kingdom branch)) (the 2018 Sterling Existing Notes Issued 1993) (the Sterling Existing Notes and, together with the Euro Existing Notes and the Dollar Existing Notes, the Existing Notes),
to offer to exchange their Existing Notes for:
(i) Euro Denominated 6.75 per cent. Notes due 2012 to be issued by the Bank and guaranteed by the Minister for Finance of Ireland pursuant to the ELG Scheme (the Euro New Notes), in the case of the Euro Existing Notes and the Dollar Existing Notes; and
(ii) Euro New Notes or Sterling Denominated 6.75 per cent. Notes due 2012 to be issued by the Bank and guaranteed by the Minister for Finance of Ireland pursuant to the ELG Scheme (the Sterling New Notes and together with the Euro New Notes, the New Notes), in the case of the Sterling Existing Notes,
(each such invitation, an Exchange Offer and, together, the Exchange Offers).
The Exchange Offers were made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 8 December 2010 (the Exchange Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer Memorandum.
Acceptance of Exchange Offers
The Bank hereby announces the results of the Exchange Offers.
The aggregate nominal amounts of the Existing Notes of each Series that the Bank has accepted for exchange for New Notes together with the aggregate nominal amounts of the Existing Notes of each Series that the Bank has accepted pursuant to the Cash Exit Alternative are as set out in the table below.
Existing Notes
ISIN | Exchange Ratio (%) | Aggregate amount accepted for exchange for New Notes and pursuant to the Cash Exit Alternative | |
2019 Euro Existing Notes | XS0186652557 | 51.00 | €218,470,000 |
2017 Euro Existing Notes Issued 2005 | XS0223310862 | 48.00 | €109,750,000 |
2017 Euro Existing Notes Issued 2007 | XS0283474483 | 48.00 | €155,050,000 |
2020 Euro Existing Notes | XS0487711573 | 56.50 | €255,101,000 |
Dollar Existing Notes | XS0309177318 | 46.00 | U.S.$143,430,000 |
2018 Sterling Existing Notes Issued 2005 | XS0238792393 | 52.00 | £97,729,000 |
2020 Sterling Existing Notes Issued 2008 | XS0381705549 | 53.00 | £177,872,000 |
2020 Sterling Existing Notes Issued 2010 | XS0487711656 | 56.50 | £110,236,000 |
2018 Sterling Existing Notes Issued 1993 | XS0044196425 | 57.50 | £47,883,000 |
The aggregate nominal amounts of the New Notes to be issued are as set out in the table below.
New Notes
ISIN | New Issue Size | Coupon (%) | Expected Maturity Date | |
Euro New Notes | XS0572598505 | €499,878,000 | 6.75 | 30 January 2012 |
Sterling New Notes | XS0572600335 | £172,913,000 | 6.75 | 30 January 2012 |
The FX Rates were fixed as 0.75327 (U.S.$/€) and 1.1727 (£/€) in accordance with the provisions of the Exchange Offer Memorandum.
No Exchange Pro-Rating Factor has been applied in respect of any Series.
The expected Settlement Date for the Exchange Offers is 30 December 2010.
Notwithstanding anything to the contrary contained in the Exchange Offer Memorandum, it is expected that the New Notes will be rated "Baa1 (Negative outlook)" by Moody's.
Deutsche Bank AG, London Branch and UBS Limited acted as Dealer Managers and Lucid Issuer Services Limited acted as Exchange Agent.
Questions and requests for assistance in connection with the settlement of the Exchange Offers may be directed to any Dealer Manager or the Exchange Agent.
Dealer Managers | |
Deutsche Bank AG, London Branch | UBS Limited |
Winchester House 1 Great Winchester Street London EC2N 2DB Telephone: +44 20 7545 8011 Attention: Liability Management Group Email: [email protected] | 1 Finsbury Avenue London EC2M 2PP Telephone: +44 20 7567 0525 Attention: Liability Management Group Email: [email protected]
|
Exchange Agent | |
Lucid Issuer Services Limited 436 Essex Road London N1 3QP Telephone: +44 20 7704 0880 Attention: Yves Theis/David Shilson Email: [email protected] | |
DISCLAIMERThis announcement must be read in conjunction with the Exchange Offer Memorandum. Neither this announcement nor the Exchange Offer Memorandum constitutes an offer to sell or buy or the solicitation of an offer to sell or buy the Existing Notes and/or New Notes. The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Exchange Offer Memorandum comes are required by the Bank, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.
NOTICE
The Dealer Managers are acting exclusively for the Bank and no one else in connection with the arrangements described in this announcement and will not be responsible to anyone other than the Bank for providing the protections afforded to customers of the Dealer Managers or for advising any other person in connection with the arrangements described in this announcement.
0014621-0000114 ICM:11706468.6
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