TIDMALBK
RNS Number : 5677V
Allied Irish Banks PLC
03 November 2017
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 does not constitute a prospectus or a
prospectus equivalent document. This announcement does not
constitute an offer, a solicitation of an offer or an invitation to
any person to subscribe for or to purchase (whether directly or
indirectly) any securities. No shares in Allied Irish Banks, p.l.c.
or AIB Group plc have been marketed to, nor are any such shares
available for purchase by, the public in Ireland, the United
Kingdom or elsewhere in connection with the matters described
herein.
Terms used and not otherwise defined in this announcement have
the meaning given to such terms in the circular published by Allied
Irish Banks, p.l.c. on 10 October 2017.
3 November 2017
ALLIED IRISH BANKS, P.L.C. ("AIB BANK")
Resolution strategy for AIB Bank and its subsidiaries ("AIB" or
the "AIB Group"):
Results of Court Meeting and EGM
As announced on 2 October 2017, AIB Bank intends to implement a
corporate reorganisation pursuant to which a new company, AIB Group
plc ("AIB HoldCo") will be introduced as the holding company of the
AIB Group. The reorganisation will be implemented by means of a
scheme of arrangement under Chapter 1 of Part 9 of the Companies
Act 2014 (and a related reduction of capital of AIB Bank) (the
"Scheme").
Today, two meetings of AIB Bank shareholders were held in
connection with the Scheme and related matters. The first meeting
was a meeting, convened by the High Court of Ireland, of
shareholders of AIB Bank other than AIB HoldCo (which holds one
share in AIB Bank) (the "Court Meeting") to approve the Scheme. The
second meeting was an extraordinary general meeting of AIB Bank
shareholders (the "EGM") to approve certain matters related to the
Scheme (including the proposed reduction of capital of AIB Bank
under the Scheme) and also, on an advisory basis, the proposed
reduction of capital of AIB HoldCo.
At these meetings, all resolutions were duly passed. The results
of the voting on each of the resolutions are available in the
Additional Information section of this announcement.
In accordance with Irish Listing Rule 6.6.2 and UK Listing Rule
9.6.2, copies of the resolutions will be submitted to the Irish
Stock Exchange and the UK's National Storage Mechanism and will
shortly be available for inspection at Company Announcements
Office, The Irish Stock Exchange, 28 Anglesea Street, Dublin 2 and
http://www.morningstar.co.uk/uk/NSM.
The hearing by the High Court of Ireland to sanction the Scheme
(including the related AIB Bank reduction of capital) is expected
to be held on or around 6 December 2017.
- Ends -
For further information, please contact:
Sarah McLaughlin Niamh Hore Orla Bird
Group Company Investor Relations Head of Communications
Secretary AIB Bankcentre AIB Bankcentre
AIB Bankcentre Dublin Dublin
Dublin Tel: +353-1-6411817 Tel: +353-1-6415375
Tel: +353-1-6414489 email: email:
email: niamh.a.hore@aib.ie orla.c.bird@aib.ie
sarah.j.mclaughlin@aib.ie
ADDITIONAL INFORMATION
Court Meeting
The resolution proposed at the Court Meeting held today was duly
passed.
The results of the voting on the resolution are as follows:
Resolution: To approve the Scheme.
Present (in Votes for Resolution Votes against the Votes Withheld
person or by Resolution
proxy) and voting
----------------------------------- ---------------------------------------- ------------------------------------- -----------------------------
No. Ordinary No. of Ordinary No. of Ordinary No. of Ordinary
of Shares Shareholders Shares Represented Shareholders Shares Represented Shareholders Shares
Shareholders Represented Represented
------ ------------ ------------- --------------- ----------------------- ----------------- ------------------ -------------- -------------
No. % No. % No. % No. % No. % No. %
------ ------------ ------------- ----- -------- ------------- -------- --- ------------ ------ ---------- --- --------- --- --------
Total 1,587 2,542,814,038 1,454 91.6194% 2,542,800,690 99.9995% 133 8.3805% 13,348 0.0005% 28 N/a 578 N/a
------ ------------ ------------- ----- -------- ------------- -------- --- ------------ ------ ---------- --- --------- --- --------
No ordinary shares of EUR0.625 each in AIB Bank ("AIB Bank
Shares") held by AIB HoldCo were voted at the Court Meeting. The
total number of Scheme Shares (i.e. issued AIB Bank Shares at the
record time for entitlement to vote at the Court Meeting excluding
those held by AIB HoldCo) was 2,714,381,237.
Extraordinary General Meeting
The two resolutions proposed at the Extraordinary General
Meeting held today were duly passed.
The results of the voting on each resolution are as follows:
Resolution Votes % Votes % Votes % of issued Votes
for against total share withheld
capital
------------------ -------------- --------- --------- -------- -------------- ------------ ----------
1) To approve
the Scheme 2,544,333,836 99.9996% 8,964 0.0004% 2,544,342,800 93.7356% 3,606,669
------------------ -------------- --------- --------- -------- -------------- ------------ ----------
2) To approve,
on an advisory
basis, the
creation of
distribute
reserves in
AIB Group
plc following
implementation
of the Scheme
of Arrangement. 2,544,333,832 99.9996% 8,974 0.0004% 2,544,342,806 93.7356% 3,606,654
------------------ -------------- --------- --------- -------- -------------- ------------ ----------
The total number of AIB Bank Shares in issue at the record time
for the entitlement to vote at the EGM was 2,714,381,238.
Note regarding withheld votes
The "Vote Withheld" option is provided to enable abstention on
any particular resolution. However, it should be noted that a "Vote
Withheld" is not a vote in law and is not counted in the
calculation of the proportion of the votes "For" and "Against" a
resolution.
FORWARD-LOOKING STATEMENTS
This announcement may contain certain forward-looking statements
with respect to the financial condition, results of operations and
business of the AIB Group and certain plans and objectives of the
AIB Bank Board or the AIB HoldCo Board. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "will", "may",
"should", "would", "could", their negative or other variations or
other words of similar meaning. These statements are based on
assumptions and assessments made by the AIB Bank Board or (as the
case may be) the AIB HoldCo Board in light of their respective
experiences and its perceptions of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty and the factors described in the
context of such forward-looking statements in this announcement
could cause actual results or developments to differ materially
from those expressed in, reflected or contemplated in, or implied
by, such forward-looking statements. As a result, investors should
not rely on such forward-looking statements in making their
investment decisions. No representation or warranty is made as to
the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this announcement. None
of AIB Bank, the AIB Bank Board, AIB HoldCo or the AIB HoldCo Board
assume any obligation to update or correct the information
contained in this announcement, whether as a result of new
information, future events or otherwise, except to the extent
legally required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such date. Nothing
contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of the
AIB Group except where expressly stated.
IMPORTANT NOTICES
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 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.
Goodbody Stockbrokers UC ("Goodbody"), trading as Goodbody, is
authorised and regulated in Ireland by the Central Bank of Ireland
and in the UK is authorised and subject to limited regulation by
the Financial Conduct Authority ("FCA"), is acting exclusively for
AIB Bank and AIB HoldCo as joint Irish sponsor and joint UK
sponsor, and no one else in connection with the matters referred to
in this announcement. It will not regard any other person (whether
or not a recipient of the Prospectus) as a client in relation to
the matters referred to in this announcement and will not be
responsible to anyone other than AIB Bank and AIB HoldCo for
providing the protections afforded to its clients for the contents
of this announcement or for providing any advice in relation to
this announcement or the matters referred to in this announcement.
Neither Goodbody, nor any of its directors, officers, employees,
advisers, agents, affiliates nor any other person acting on its
behalf accepts any responsibility or liability whatsoever for, or
makes any representation or warranty, express or implied, in
respect of, either the contents of this announcement including its
truth, accuracy, fairness or completeness (or as to whether any
information has been omitted)or any other information relating to
AIB Bank or AIB HoldCo, or on behalf of either of them, in
connection with either AIB Bank or AIB HoldCo, 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.
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised in the UK by the Prudential Regulation
Authority ("PRA") and regulated in the UK by the PRA and FCA, is
acting exclusively for AIB Bank and AIB HoldCo as joint Irish
sponsor and joint UK sponsor, and no one else in connection with
the matters referred to in this announcement. It will not regard
any other person (whether or not a recipient of the Prospectus) as
a client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than AIB
Bank and AIB HoldCo for providing the protections afforded to its
clients for the contents of this announcement or for providing any
advice in relation to this announcement or the matters referred to
in this announcement. Neither Morgan Stanley, nor any of its
directors, officers, employees, advisers, agents, affiliates, nor
any other person acting on its behalf accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, in respect of, either the contents of this
announcement including its truth, accuracy, fairness or
completeness (or as to whether any information has been omitted),
or any other information relating to AIB Bank or AIB HoldCo,
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.
NOTICE TO OVERSEAS INVESTORS
The release, publication or distribution of this announcement
and the documents referred to herein in jurisdictions other than
Ireland and the United Kingdom may be restricted by law and
therefore persons into whose possession any of this announcement
and the documents referred to herein come should inform themselves
about, and observe, any applicable restrictions or requirements.
Any failure to comply with such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, AIB Bank and AIB HoldCo
disclaim any responsibility or liability for the violation of such
requirements by any person.
This announcement and the documents referred to herein do not
constitute an offer or form part of any offer or invitation to
purchase, subscribe for, sell or issue, or a solicitation of an
offer to purchase, subscribe for, sell or issue, any securities
pursuant to this announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful. This announcement
does not comprise a prospectus or a prospectus equivalent
document.
NOTICE TO INVESTORS IN THE UNITED STATES
The Scheme relates to the shares of an Irish company (a "foreign
private issuer" as defined under Rule 3b-4 under the U.S.
Securities Exchange Act of 1934 (the "Exchange Act")) and is
proposed to be made by means of a scheme of arrangement and related
reduction of capital of AIB Bank provided for under, and governed
by, Irish law. Neither the proxy solicitation rules nor the tender
offer rules under the Exchange Act will apply to the Scheme.
Accordingly, the AIB HoldCo Shares to be issued pursuant to the
Scheme have not been and will not be registered under the U.S.
Securities Act of 1933 (the "Securities Act") or under the relevant
securities laws of any State or territory or other jurisdiction of
the United States, and are expected to be offered in the United
States in reliance upon the exemption from the registration
requirements of the Securities Act provided by section 3(a)(10)
thereof and exemptions provided under the laws of the States of the
United States in which eligible Scheme Shareholders may reside.
The AIB HoldCo Shares to be issued under or in connection with
the Scheme to a Scheme Shareholder who is neither an affiliate, for
the purpose of the Securities Act, of AIB Bank or AIB HoldCo on or
prior to the time the Scheme becomes effective nor an affiliate of
AIB HoldCo at the Scheme Effective Time would not be "restricted
securities" under the Securities Act. Scheme Shareholders who are
affiliates of AIB Bank or AIB HoldCo on or prior to the Scheme
Effective Time or affiliates of AIB HoldCo after the Scheme
Effective Time may, under Rule 145(d) under the Securities Act, be
subject to timing, manner of sale and volume restrictions on the
sale of AIB HoldCo Shares received in connection with the
Scheme.
The Scheme is subject to the disclosure requirements and
practices applicable in Ireland to schemes of arrangement and
capital reductions, which differ from the disclosure and other
requirements of U.S. securities laws.
None of the securities referred to in this announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this announcement. Any representation to the contrary
is a criminal offence in the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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