TIDMALBK
RNS Number : 2182J
Allied Irish Banks PLC
27 June 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
SWITZERLAND OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
This announcement is an advertisement and not a prospectus (or
prospectus equivalent document) and is not an offer to sell, or a
solicitation of an offer to subscribe for or to acquire securities
in any jurisdiction, including in or into the United States,
Australia, Canada, Japan, the Republic of South Africa or
Switzerland. Terms defined in the prospectus published by the
Company on 12 June 2017 (the "Prospectus") in connection with
Admission have the same meaning when used in this announcement
unless otherwise defined herein.
27 June 2017
Allied Irish Banks, p.l.c.
Admission to trading
Further to the publication of the Pricing Statement on 23 June
2017, Allied Irish Banks, p.l.c. (the "Company" or "AIB") is
pleased to announce that its entire ordinary share capital
consisting of 2,714,381,238 ordinary shares of EUR0.625 each (the
"Ordinary Shares") has today been admitted to listing on the
primary listing segment of the Official List of the Irish Stock
Exchange and to trading on its main market for listed securities
and on the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the main market for
listed securities of the London Stock Exchange ("Admission").
Unconditional dealings in the Ordinary Shares commenced on the
Irish Stock Exchange and the London Stock Exchange today at 8:00
a.m. The ISIN for both the Irish Stock Exchange and the London
Stock Exchange is ISIN IE00BYSZ9G33.
Immediately before Admission, the admission of the Ordinary
Shares to trading on the Enterprise Securities Market of the Irish
Stock Exchange was cancelled.
For further information, please contact:
Rose O'Donovan / Niamh Hore Orla Bird
Investor Relations Head of Communications & Engagement
AIB Bankcentre AIB Bankcentre
Dublin Dublin
Tel: +353-1-6414191 / 6411817 Tel: +353-1-6415375
email: rose.m.o'donovan@aib.ie email: orla.c.bird@aib.ie
niamh.a.hore@aib.ie
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 announcement or on its accuracy, fairness or completeness.
This announcement does not purport to identify or suggest the risks
(direct or indirect) which may be associated with an investment in
AIB or the Ordinary Shares.
This announcement, is not for publication or distribution, in
whole or in part, directly or indirectly, in, into or from the
United States of America (including its territories or possessions,
any state of the United States of America and the District of
Columbia) (the "United States"), Australia, Canada, Japan, the
Republic of South Africa, Switzerland or any other jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy, the securities referred to
herein to any person in any jurisdiction, including the United
States, Australia, Canada, Japan, the Republic of South Africa,
Switzerland or in any jurisdiction to whom or in which such offer
or solicitation is unlawful. The Ordinary Shares have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") and may not be offered or
sold within the United States, except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities
laws of any state or other jurisdiction of the United States. The
offer and sale of Ordinary Shares has not been and will not be
registered under the Securities Act or under the applicable
securities laws of Australia, Canada, Japan, the Republic of South
Africa or Switzerland. Subject to certain exceptions, the Ordinary
Shares may not be offered or sold in the United States, Australia,
Canada, Japan, the Republic of South Africa or Switzerland or to,
or for the account or benefit of, any national, resident or citizen
of the United States, Australia, Canada, Japan, the Republic of
South Africa, or Switzerland. The Company does not intend to
register any Ordinary Shares under the applicable securities laws
of the United States or to conduct a public offering of any
securities in the United States, Australia, Canada, Japan, the
Republic of South Africa, or Switzerland.
This announcement is only addressed to and directed at, in
member states of the European Economic Area ("EEA") other than
Ireland and the UK, persons who are qualified investors ("Qualified
Investors") within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC and amendments thereto, including
Directive 2010/73/EU, to the extent implemented in the relevant
member state of the EEA) and any implementing measure in each
relevant member state of the EEA (the "Prospectus Directive"). Any
investment or investment activity to which this announcement
relates is available only to and will only be engaged in such
member states with such persons and should not be relied on by
anyone other than such persons.
Each of Merrill Lynch International, J&E Davy, Deutsche Bank
AG, London Branch, Morgan Stanley & Co. International plc,
Goodbody Stockbrokers UC, Citigroup Global Markets Limited, Goldman
Sachs International, J.P. Morgan Securities plc (which conducts its
UK investment banking business as J.P. Morgan Cazenove), UBS
Limited, Investec Bank plc (Irish Branch) and their respective
affiliates (together, the "Banks"), Rothschild, the Minister for
Finance, the Company and each Group company expressly disclaims any
obligation or undertaking to update, review or revise any
forward-looking statement contained in this announcement whether as
a result of new information, future developments or otherwise.
No reliance may or should be placed by any person for any
purposes whatsoever on the information contained in this
announcement or on its completeness, accuracy or fairness. The
information in this announcement is given at the date of its
publication (unless otherwise highlighted) and subject to change.
This announcement has not been approved by the Central Bank of
Ireland, the Irish Stock Exchange, the UK Financial Conduct
Authority ("FCA") or any other competent regulatory authority.
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.
Deutsche Bank AG, London Branch, is authorised under German
Banking Law (competent authority: European Central Bank) and, in
the UK, by the Prudential Regulation Authority (the "PRA"), is
subject to supervision by the European Central Bank and by BaFin,
Germany's Financial Supervisory Authority, and is subject to
limited regulation in the UK by the FCA and PRA. J&E Davy and
Goodbody Stockbrokers UC are authorised and regulated in Ireland by
the Central Bank. Goodbody Stockbrokers UC is authorised and
subject to limited regulation in the UK by the FCA. Merrill Lynch
International, Citigroup Global Markets Limited, Goldman Sachs
International, J.P. Morgan Securities plc, Morgan Stanley & Co.
International plc and UBS Limited are authorised in the United
Kingdom by the PRA and regulated in the United Kingdom by the PRA
and FCA. Investec Bank plc (Irish Branch) is authorised by the PRA
in the United Kingdom and regulated by the Central Bank for conduct
of business rules. Rothschild is authorised and regulated by the
FCA in the United Kingdom. Other than as stated below, each of the
Banks is acting exclusively for the Company and the Minister for
Finance and no one else in connection with the Offer. Rothschild is
acting exclusively for the Minister for Finance and no one else in
connection with the Offer. Each of the Banks and Rothschild will
not regard any other person (whether or not a recipient of the
Prospectus) as their respective clients in relation to the Offer
and will not owe or accept any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person other than the
Company and the Minister for Finance for providing the protections
afforded to their respective clients, nor for providing advice in
relation to the Offer, the contents of this announcement or any
transaction, arrangement or other matter referred to herein. Morgan
Stanley & Co. International plc (in its capacity as UK Sponsor)
and Goodbody Stockbrokers UC (in its capacity as Irish Sponsor) are
each acting exclusively for the Company and no one else in
connection with the Offer. They will not regard any other person
(whether or not a recipient of the Prospectus) as a client in
relation to the Offer and will not be responsible to anyone other
than the Company for providing the protections afforded to their
respective clients, nor for giving advice in relation to the Offer
or any transaction or arrangement referred to herein.
In connection with the Offer, each of the Banks and any of their
respective affiliates, acting as investors for their own accounts,
may purchase Ordinary Shares and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own
accounts in such Ordinary Shares and other securities of the
Company or related investments in connection with the Offer or
otherwise. In addition, each of the Banks or their respective
affiliates may enter into financing arrangements (including swaps
and contracts for difference) with investors in connection with
which the Banks or their affiliates may from time to time acquire,
hold or dispose of Ordinary Shares. Accordingly, references in the
Prospectus to the Ordinary Shares being offered acquired, placed or
otherwise dealt in should be read as including any offer to
acquisition, placing or dealing by any of the Banks and any of
their respective affiliates acting as investors for their own
accounts. None of the Banks intends to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
None of the Banks, Rothschild or any of their respective
directors, officers, employees, advisers agents, affiliates or any
other person acting on their behalf accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to the truth, accuracy, completeness or
fairness of, the information in this announcement (or whether any
information has been omitted from the announcement) or any other
information relating to the Company or the Group, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in
connection therewith.
In connection with the Offer, Deutsche Bank AG, London Branch,
as stabilisation manager, or any of its agents, may (but will be
under no obligation to), to the extent permitted by applicable law,
over-allot Ordinary Shares or effect other transactions with a view
to supporting the market price of the Ordinary Shares at a higher
level than that which might otherwise prevail in the open market.
Deutsche Bank AG, London Branch is not required to enter into such
transactions and such transactions may be effected on any stock
market, over-the-counter market, stock exchange or otherwise and
may be undertaken at any time during the period commencing on the
date of the commencement of conditional dealings of the Ordinary
Shares on the Irish Stock Exchange and the London Stock Exchange
and ending no later than 30 calendar days thereafter. However,
there will be no obligation on Deutsche Bank AG, London Branch or
any of its agents to effect stabilising transactions and there is
no assurance that stabilising transactions will be undertaken. Such
stabilising measures, if commenced, may be discontinued at any time
without prior notice. In no event will measures be taken to
stabilise the market price of the Ordinary Shares above the offer
price. Save as required by law or regulation, neither Deutsche Bank
AG, London Branch nor any of its agents intends to disclose the
extent of any over-allotments made and/or stabilisation
transactions conducted in relation to the Offer.
In connection with the Offer, Deutsche Bank AG, London Branch as
stabilisation manager, may, for stabilisation purposes, over-allot
Ordinary Shares up to a maximum of 15 per cent. of the total number
of Ordinary Shares comprised in the Offer. For the purposes of
allowing it to cover short positions resulting from any such
over-allotments and/or from sales of Ordinary Shares effected by it
during the stabilisation period, Deutsche Bank AG, London Branch
will enter into over-allotment arrangements pursuant to which
Deutsche Bank AG, London Branch may purchase or procure purchasers
for additional Ordinary Shares up to a maximum of 15 per cent. of
the total number of Ordinary Shares comprised in the Offer (the
"Over Allotment Shares") at the offer price. The over-allotment
arrangements will be exercisable in whole or in part, upon notice
by Deutsche Bank AG, London Branch, at any time on or before the
30th calendar day after the commencement of conditional trading of
the Ordinary Shares on the Irish Stock Exchange and the London
Stock Exchange. Any Over-allotment Shares made available pursuant
to the over-allotment arrangements, including for all dividends and
other distributions declared, made or paid on the Ordinary Shares,
will be purchased on the same terms and conditions as the Ordinary
Shares being issued or sold in the Offer and will form a single
class for all purposes with the other Ordinary Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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