TIDMBKIR
RNS Number : 5561B
Bank of Ireland(Governor&Co)
04 April 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 is an advertisement and does not constitute a
prospectus or a prospectus equivalent document. Investors should
not acquire any securities referred to in this announcement except
on the basis of information contained in the Prospectus.
The Governor and Company of the Bank of Ireland
Update on the resolution strategy for the Group: Publication of
Prospectus and Circular
4 April 2017
As announced on 31 March 2017, the Group intends to implement a
corporate reorganisation which would result in Bank of Ireland
Group plc ("BOIG plc") being introduced as the listed holding
company of the Group. The reorganisation will be implemented by a
scheme of arrangement under the Companies Act 2014 (the
"Scheme").
The Group has today published: (i) a prospectus (the
"Prospectus") in connection with the proposed admission of the
entire issued ordinary share capital of BOIG plc ("BOIG plc
Shares") 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 Financial Conduct Authority and to trading on
the Irish Stock Exchange's Main Securities Market and the London
Stock Exchange's main market for listed securities; and (ii) a
circular relating to the Scheme (the "Circular").
The Circular includes a notice of a meeting of the holders of
ordinary stock subject to the Scheme convened by the High Court of
Ireland to be held in the Aviva Stadium, Lansdowne Road, Dublin 4,
Ireland on 28 April 2017 at 2.00 p.m. and an Extraordinary General
Court of the Governor and Company of the Bank of Ireland to be held
at the same venue on 28 April 2017 at 2.15 p.m. (or, if later, as
soon as possible after the conclusion or adjournment of the High
Court convened meeting). The Circular is being posted to ordinary
stockholders today.
The Prospectus has been approved by the Central Bank of Ireland,
as competent authority under the Prospectus Directive 2003/71/EC.
The Group has requested that the Central Bank of Ireland provides a
certificate of approval and a copy of the Prospectus to the
competent authority in the United Kingdom in accordance with Part 9
of the Irish Prospectus Regulations.
Copies of the Prospectus and the Circular have been submitted
to: (i) the Irish Stock Exchange and will shortly be available for
inspection at the Company Announcements Office, Irish Stock
Exchange, 28 Anglesea Street, Dublin 2, Ireland (Tel: + 353 1
6174200); and (ii) the UK National Storage Mechanism.
The Prospectus and the Circular are available to the public for
viewing online at the following Group website:
https://investorrelations.bankofireland.com/egc2017/ and are
available free of charge from the Group's registered office at 40
Mespil Road, Dublin 4, Ireland.
J&E Davy ("Davy") is acting as joint corporate broker, Irish
Sponsor and joint UK Sponsor and UBS Limited is acting as joint
corporate broker and joint UK Sponsor in relation to the
Scheme.
Ends.
For further information please contact:
Bank of Ireland
Andrew Keating Group Chief Financial Officer +353 (0)766 23
5141
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 document 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 document 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 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.
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 document 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 document, you should assess whether the acquisition of BOIG
plc Shares is appropriate in light of your own financial
circumstances or seek professional advice.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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