This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any of the securities referred to herein. This announcement and the information contained herein is restricted and not for release, publication or distribution, directly or indirectly, in whole or in part, into any jurisdiction in which release, publication or distribution would be unlawful. This announcement is an advertisement and does not constitute a prospectus or a prospectus equivalent document. Investors should not acquire any securities referred to in this communication except on the basis of information contained in the prospectus issued by Bank of Ireland Group plc on 4 April 2017 (the "Prospectus").
Terms used and not otherwise defined in this announcement have the meaning given to such terms in the circular published by Bank of Ireland on 4 April 2017.
All references in this announcement to times are to times in Dublin (unless otherwise stated).
The Governor and Company of the Bank of Ireland (the "Bank")
Bank of Ireland Group plc ("BOIG plc")
Update on the corporate reorganisation of the Group and the admission to trading of the ordinary shares of Bank of Ireland Group plc
The scheme of arrangement pursuant to which BOIG plc becomes the listed holding company of the Group completed on 7 July 2017 (the "Effective Date") and trading in the ordinary shares in BOIG plc ("BOIG plc Shares") will commence at 8.00am today, Monday 10 July 2017.
Settlement of BOIG plc Shares
In accordance with the terms of the Scheme, holders of ordinary stock entered as members on the register of members at the Scheme Record Time (being 6.00pm, Friday, 7 July 2017) ("Scheme Stockholders") have been issued with BOIG plc Shares on the basis of the Exchange Ratio of one BOIG plc Share for each individual holding of 30 units of ordinary stock in the Bank held by them at the Scheme Record Time.
Scheme Stockholders who held their ordinary stock in uncertificated form will have their CREST accounts credited with their entitlement to BOIG plc Shares today Monday, 10 July 2017. Scheme Stockholders who held their ordinary stock in certificated form will be issued with share certificates in respect of their BOIG plc Shares no later than 14 days after the Effective Date, being Friday 21 July 2017.
Stockholders are advised that all instructions, mandates, elections, communication preferences and Group requirements relating to notices and other communications in respect of ordinary stock in force on the Effective Date will, unless and until varied or revoked, be deemed from the Effective Date to be valid and effective mandates or instructions to BOIG plc in relation to the corresponding holding of BOIG plc Shares.
Admission of BOIG plc Shares
With effect from 8.00 am today, Monday 10 July 2017, 1,078,822,872 BOIG plc shares of nominal value €1.00 each, being the entire issued ordinary share capital of BOIG plc, will be admitted to the primary listing segment of the Official List of the Irish Stock Exchange and to the premium listing segment of the Official List of the FCA and to trading on the Irish Stock Exchange's Main Securities Market and the London Stock Exchange's main market for listed securities.
The BOIG plc Shares are registered under ISIN: IE00BD1RP616. The TIDM for BOIG plc Shares on the Irish Stock Exchange and the London Stock Exchange is "BIRG".
Cancellation of Cancellation Stock and issue of New Ordinary Stock
Friday 7 July 2017 was the last day of trading of the Bank's Ordinary Stock and accordingly the Ordinary Stock was delisted from the primary listing segment of the Official List of the Irish Stock Exchange and the premium listing segment of the Official List of the FCA and from trading on the Irish Stock Exchange's Main Securities Market and the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. today. Ordinary Stock held in uncertificated form has been disabled in CREST.
In accordance with the terms of the Scheme, the Cancellation Stock has been cancelled and 32,363,275,073 units of New Ordinary Stock have been issued to BOIG plc. BOIG plc is now the parent company of the Bank and holds all of the issued Ordinary Stock.
Restricted Stockholders
As set out in the terms of the Scheme, BOIG plc Shares to which a Restricted Stockholder (as defined in the Scheme) would be entitled have been issued and allotted directly to the Share Sale Facility Agent appointed by BOIG plc as trustee for the Restricted Stockholders. The Restricted Shares will be sold as soon as reasonably practicable at the best price that can be reasonably obtained at the time of sale (after the deduction of all expenses and commissions, including any amount in respect of value added tax payable thereon), with the net proceeds of sale being remitted to the Restricted Stockholders.
Acquisition and cancellation of Deferred Stock and Treasury Ordinary Stock
As announced on 29 June 2017, the Bank cancelled all of the Deferred Stock and the Ordinary Stock held by the Bank as treasury stock, resulting in a cancellation of 91,980,594,628 units of Deferred Stock of €0.01 each and 22,008,690 units of Treasury Ordinary Stock of €0.05 each, with effect from Friday 7 July 2017.
Ends
For further information please contact:
Bank of Ireland
Helen Nolan Group Secretary +353 (0)766 23 4710
Alan Hartley Director of Group Investor Relations +353 (0)766 23 4850
Pat Farrell Head of Group Communications +353 (0)766 23 4770
Forward Looking Statement
This announcement contains certain forward-looking statements with respect to certain of the Group's plans and its current goals and expectations relating to its future financial condition and performance, the markets in which it operates, and its future capital requirements. These forward-looking statements often can be identified by the fact that they do not relate only to historical or current facts. Generally, but not always, words such as 'may,' 'could,' 'should,' 'will,' 'expect,' 'intend,' 'estimate,' 'anticipate,' 'assume,' 'believe,' 'plan,' 'seek,' 'continue,' 'target,' 'goal', 'would,' or their negative variations or similar expressions identify forward-looking statements, but their absence does not mean that a statement is not forward looking. Examples of forward-looking statements include among others, statements regarding the Group's near term and longer term future capital requirements and ratios, level of ownership by the Irish Government, loan to deposit ratios, expected impairment charges, the level of the Group's assets, the Group's financial position, future income, business strategy, projected costs, margins, future payment of dividends, the implementation of changes in respect of certain of the Group's pension schemes, estimates of capital expenditures, discussions with Irish, United Kingdom, European and other regulators and plans and objectives for future operations.
Nothing in this announcement should be considered to be a forecast of future profitability or financial position and none of the information in this document is or is intended to be a profit forecast or profit estimate. Any forward-looking statement speaks only as at the date it is made. The Group does not undertake to release publicly any revision to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date hereof.
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this communication or its accuracy, fairness or completeness.
The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.
Davy is authorised and regulated in Ireland by the Central Bank of Ireland.
Davy is acting as Irish Sponsor and joint UK Sponsor to Bank of Ireland Group and no one else for the purpose of the transaction described herein and will not be responsible to anyone other than Bank of Ireland Group for providing the protections offered to clients of Davy nor for providing advice in relation to such transaction.
UBS Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom.
UBS Limited is acting as joint UK Sponsor to Bank of Ireland Group and no one else for the purpose of the transaction described herein and will not be responsible to anyone other than Bank of Ireland Group for providing the protections offered to clients of UBS Limited nor for providing advice in relation to such transaction.
NOTICE TO OVERSEAS INVESTORS
The distribution of this document and issue (pursuant to the Scheme or otherwise), delivery or transfer of BOIG plc Shares in certain jurisdictions other than Ireland and the United Kingdom may be restricted by law. No action has been taken by BOIG plc or Davy and UBS Limited (together the "Sponsors") to permit a public offering of BOIG plc Shares or possession or distribution of this document (or any other offering or publicity materials relating to BOIG plc Shares) in any other jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this document nor any advertisement may be distributed or published in any other jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes are required by BOIG plc and the Sponsors to inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This document does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe for, BOIG plc Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful. Further information on the restrictions to which the distribution of this document is subject is set out in Section 8 of Part V of the Prospectus.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
In relation to each member state (each, a ''Member State'') of the European Economic Area which has implemented the Prospectus Directive (each, a ''Relevant Member State'') except for the allotment and issuance of BOIG plc Shares pursuant to the Scheme in Ireland and the United Kingdom in respect of which the Prospectus has been published, with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the ''relevant implementation date''), no BOIG plc Shares have been offered or will be offered to the public in that Relevant Member State prior to the publication of a prospectus in relation to the BOIG plc Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in the Relevant Member State in which the offer to the public is to take place, all in accordance with the Prospectus Directive, except that with effect from and including the relevant implementation date, offers of BOIG plc Shares may be made to the public in that Relevant Member State at any time:
(i) to any legal entity which is a ''qualified investor'', within the meaning of Article 2(1)(e) of the Prospectus Directive, including any relevant implementing directive measure in that relevant member state;
(ii) to fewer than, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of BOIG plc Shares shall result in a requirement for the publication by BOIG plc or the Bank of a prospectus pursuant to Article 3 of the Prospectus Directive or supplemental prospectus pursuant to Article 16 of the Prospectus Directive.
In the case of any BOIG plc Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the BOIG plc Shares issued to it pursuant to the Scheme have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer to the public other than their offer or resale in a relevant member state to qualified investors, in circumstances in which the prior consent of the Sponsors has been obtained to each such proposed offer or resale.
BOIG plc and the Sponsors and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
For the purposes of the provisions above, the expression an ''offer to the public'' in relation to any BOIG plc Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of offer and any BOIG plc Shares to be offered so as to enable an investor to decide to acquire the BOIG plc Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.
NOTICE TO INVESTORS IN JAPAN, SWITZERLAND, THE UNITED ARAB EMIRATES OR THE REPUBLIC OF SOUTH AFRICA
The BOIG plc Shares have not been and will not be registered under the applicable securities laws of Japan, Switzerland, the Republic of South Africa, or the United Arab Emirates. Accordingly, subject to certain exceptions, the BOIG plc Shares may not be issued (pursuant to the Scheme or otherwise), delivered, transferred, offered or sold in Japan, Switzerland, the Republic of South Africa or the United Arab Emirates or to, or for the account or benefit of, any resident of Japan, Switzerland, the Republic of South Africa or the United Arab Emirates.
NOTICE TO INVESTORS IN THE UNITED STATES
The BOIG plc Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state, district or other jurisdiction of the United States, and may not be offered, sold, delivered or transferred except pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act and applicable US state securities laws. It is expected that the BOIG plc Shares will be issued in reliance on the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) of the Securities Act.
EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT
For the purposes of qualifying for the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof with respect to the BOIG plc Shares to be issued pursuant to the Scheme, the Bank will apprise the High Court that, if sanctioned, its sanctioning of the Scheme will be relied upon by the Bank and BOIG plc as an approval of the Scheme following a High Court Hearing on its fairness to the Ordinary Stockholders at which High Court Hearing all Ordinary Stockholders will be entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all Ordinary Stockholders. Ordinary Stockholders (whether or not US persons (as defined in the Securities Act)) who are affiliates of the Bank or will be affiliates of BOIG plc at the Effective Date will be subject to certain US resale restrictions relating to the BOIG plc Shares received pursuant to the Scheme.
None of the US Securities and Exchange Commission, any other US federal or US State securities commission or any US regulatory authority has approved or disapproved of the BOIG plc Shares offered by the Prospectus nor have such authorities reviewed or passed upon the accuracy or adequacy of the Prospectus or any accompanying documents. Any representation to the contrary is a criminal offence in the United States.
NOTICE TO INVESTORS IN CANADA
This document is not, and under no circumstances is to be construed as, a prospectus under Canadian securities laws, an advertisement or a public offering of the securities described herein in Canada. No securities commission or similar regulatory authority in Canada has in any way passed upon the merits of the BOIG plc Shares nor has it reviewed or passed upon the accuracy or adequacy of this document or any accompanying documents. Any representation to the contrary is an offence in Canada.
NOTICE TO INVESTORS IN AUSTRALIA
This document is made available to persons in Australia without a disclosure document pursuant to an exemption and declaration made by the Australian Securities and Investments Commission that BOIG plc does not have to comply with Part 6D.1 or 6D.3 of the Australian Corporations Act 2001 (Cth) (the "Corporations Act") for an offer of BOIG plc Shares to Ordinary Stockholders in the Bank.
This document is not a prospectus, product disclosure statement or any other form of "disclosure document" for the purposes of the Corporations Act and is not required to, and does not contain all the information which would be required in a disclosure document under the Corporations Act.
This document has not been lodged with or been the subject of notification to the Australian Securities and Investments Commission or ASX or any other regulatory body or agency in Australia. Accordingly, the BOIG plc Shares may not be offered, issued, sold or distributed in Australia by any person other than by way of or pursuant to an offer or invitation made by BOIG plc of BOIG plc Shares to Ordinary Stockholders in the Bank. If you are in Australia, this announcement is made available to you provided you are an Ordinary Stockholder in the Bank.
The persons referred to in this document may not hold Australian financial services licences and may not be licensed to provide financial product advice in relation to the BOIG plc Shares. No "cooling-off" regime will apply to an acquisition of BOIG plc Shares.
This document does not take into account the investment objectives, financial situation or needs of any particular person. Accordingly, before making any investment decision in relation to this announcement, you should assess whether the acquisition of BOIG plc Shares is appropriate in light of your own financial circumstances or seek professional advice.
