17th May 2010 10:03
Standard Form TR-1 Voting rights attached to shares- Article 12(1) of directive 2004/109/EC Financial instruments - Article 11(3) of the Commission Directive 2007/14/EC
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:
Allied Irish Banks p.l.c. (the "Bank")
2. Reason for the notification (please tick the appropriate box or boxes):
[x] an acquisition or disposal of voting rights
[ ] an acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
[ ] an event changing the breakdown of voting rights
3. Full name of person(s) subject to the notification obligation:
National Pensions Reserve Fund Commission
Minister for Finance of Ireland
4. Full name of shareholder(s) (if different from 3.):
National Pensions Reserve Fund Commission
5. Date of the transaction and date on which the threshold is crossed or reached:
13 May 2010
6. Date on which issuer notified;
14 May 2010
7. Threshold(s) that is/are crossed or reached:
7.1 Immediately prior to the notification event, the National Pensions Reserve Fund Commission (the "NPRFC") indirectly held 3,022,929 ordinary shares of €0.32 each of the Bank, each with the rights and obligations accorded to ordinary shares of the Bank in its memorandum and articles of association. These shares were legally held in the name of BNY Custodial Nominees (Ireland) Limited.
7.2 Immediately prior to the notification event, the NPRFC held 3,500,000,000 non-cumulative preference shares of €0.01 of the Bank (the "2009 Preference Shares") which carry voting rights equivalent to:
(a) in the case of a resolution to appoint, re-elect or remove a director (a "Board Resolution") of the number of votes determined by the following formula:
( |
A 3 |
) |
- |
B |
where "A" is equal to the total number of votes capable of being cast on a poll on such resolution by or on behalf of the holders of ordinary shares in the Bank or the holders of any other shares, other than the 2009 Preference Shares; and
where "B" is equal to the total number of votes capable of being cast on a poll on such resolution by or on behalf of all Government Bodies and Government Concert Parties (in each case as defined in the articles of association of the Bank) in respect of ordinary shares in the Bank held by them and any other shares held by them, other than 2009 Preference Shares, in the Bank; and
(b) in the case of a resolution relating to a proposed change of ownership of the Bank or the transfer of substantially all of the Bank's business (a "Control Resolution") the number of votes determined by the following formula:
A 3 |
where "A" has the meaning given to it in subparagraph 7.2(a) above.
7.3 The NPRFC has now acquired additional ordinary shares of €0.32 each of the Bank and, as a result, has NPRFC crossed or reached the 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10%, 18%, 25% and 38% thresholds in the manner set out in paragraph 8 below.
8. Notified details:
A) Voting rights attached to shares |
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Class/type of shares (if possible using the ISIN CODE) |
Situation previous to the Triggering transaction
|
Resulting situation after the triggering transaction
|
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Number of Shares |
Number of Voting rights |
Number of shares |
Number of voting rights |
% of voting rights
|
|||
Direct |
Direct |
Indirect |
Direct |
Indirect |
|||
(1) Ordinary shares of €0.32 each in the event of:
|
|
|
|
|
|
|
|
(a) a Board Resolution; |
3,022,929 |
3,022,929 |
NIL |
NIL |
201,112,776 |
NIL |
13.95 |
(b) a Control Resolution; and |
3,022,929 |
3,022,929 |
NIL |
NIL |
201,112,776 |
NIL |
13.95 |
(c) all other resolutions. |
3,022,929 |
3,022,929 |
NIL |
NIL |
201,112,776 |
NIL |
18.61 |
(2) 2009 non-cumulative preference shares of €0.01 each in the event of:
|
|
|
|
|
|
|
|
(a) a Board Resolution; |
3,500,000,000 |
291,228,890 |
3,500,000,000 |
159,168,992 |
NIL |
11.04 |
NIL |
(b) a Control Resolution; |
3,500,000,000 |
294,251,819 |
3,500,000,000 |
360,281,768 |
NIL |
25 |
NIL |
(b) all other resolutions;
|
3,500,000,000 |
NIL |
3,500,000,000 |
NIL |
NIL |
NIL |
NIL |
SUBTOTAL A (based on aggregate voting rights) in the event of:
|
|
|
|
|
|
||
(a) a Board Resolution; |
As set out in 8(1) and 8(2) above. |
294,251,819 |
3,500,000,000 |
360,281,768 |
24.99% |
||
(b) a Control Resolution; and |
297,274,748 |
3,500,000,000 |
561,394,544 |
38.95% |
|||
(c) all other resolutions. |
3,022,929 |
3,500,000,000 |
201,112,776 |
18.61% |
B) Financial Instruments |
||||
Resulting situation after the triggering transaction
|
||||
Type of financial instrument |
Expiration Date |
Exercise/Conversion Period/ Date |
Number of voting rights that may be acquired if the instrument is exercised/converted |
% of voting rights |
Warrant |
13 May 2019 |
At any time between the 13 May 2014 and 13 May 2019.
|
As described in paragraph 11.1 (below). |
As described in paragraph 11.1 (below). |
2009 Bonus Shares |
N/A |
As described at paragraph 11.1 (below). |
As described in paragraph 11.2 (below).
|
As described in paragraph 11.2 (below). |
|
SUBTOTAL B (in relation to all expiration dates) |
As described in paragraphs 11.1 and 11.2 (below). |
As described in paragraphs 11.1 and 11.2 (below). |
Total (A+B) in the event of: |
number of voting rights |
% of voting rights |
(a) a Board Resolution |
The total number of voting rights calculated in accordance with paragraph 7.2(a) above.
|
The total number of voting rights calculated in accordance with paragraph 7.2(a) above. |
(b) a Control Resolution |
The total number of voting rights calculated in accordance with paragraph 7.2(b) above.
|
The total number of voting rights calculated in accordance with paragraph 7.2(b) above. |
(c) all other resolutions
|
201,112,776 plus voting rights (if any) acquired as described in paragraph 11.1 and 11.2 (below).
|
18.61% plus voting rights (if any) acquired as described in paragraph 11.1 and 11.2 (below). |
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:
201,112,776 ordinary shares of €0.32 each of the Bank are held in the name of BNY Custodial Nominees (Ireland) Limited
10. In case of proxy voting: [name of the proxy holder] will cease to hold [number] voting rights as of [date].
N/A
11. Additional information:
11.1 The Warrants
The warrants, if exercised in full, would entitle the NPRFC to acquire 294,251,819 ordinary shares of the Bank. The NPRFC shall be entitled to exercise no more than 50 per cent. of the voting rights attaching to any ordinary shares which are issued as a result of the exercise of the warrants.
The number of ordinary shares which are the subject of each warrant is capable of being adjusted where there are changes in the share capital of the Bank.
11.2 2009 Bonus Shares
The 2009 Preference Shares entitle the NPRFC to receive a non-cumulative cash dividend at a fixed rate of 8 per cent. of the subscription price of €3.5 billion, payable annually in arrears at the discretion of the Bank. If a cash dividend is not paid by the Bank, the Bank shall make a bonus issue of ordinary shares in the Bank (the "2009 Bonus Shares") to the NPRFC.
The number of 2009 Bonus Shares that the Bank would be required to issue to the NPRFC in the event of non-payment of a cash dividend, is calculated by reference to the net amount of the unpaid dividend amount divided by:
(a) 100 per cent. of the average daily closing or, in the event of no dealings on any day, guide price of ordinary shares of the Bank on the Irish Stock Exchange over the 30 dealing days immediately preceding the original scheduled dividend declaration date, in the event that the 2009 Bonus Shares are issued on the originally scheduled dividend payment date; or
(b) 95 per cent. of the average daily closing or, in the event of no dealings on any day, guide price of ordinary shares of the Bank on the Irish Stock Exchange over the 30 dealing days immediately preceding the original scheduled dividend declaration date, in the event that that the 2009 Bonus Shares are issued later than the originally scheduled dividend payment date.
The 2009 Bonus Stock will rank pari passu with the ordinary shares of the Bank as to voting, save that all voting rights in connection with Board Resolutions shall be calculated in the manner set out above in paragraph 7.2(a).
The 2009 Bonus Shares will be issued on a date determined by the Bank, provided that the date of issue is not later than the date on which the Bank subsequently redeems or repurchases or pays a dividend on the 2009 Preference Shares or any other class of share capital. If any 2009 Bonus Shares become due, but are not issued to the Bank, the NPRFC will be entitled, at a general meeting of the Bank, to cast up to the number of votes that would have attached to the 2009 Bonus Shares had they been so issued on the relevant dividend payment date.
Done at Dublin on 14 May 2010.
Related Shares:
ALBK.L