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Bank of Ireland(Gov) (BKIR)

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Thursday 20 May, 2010

Bank of Ireland(Gov)

Admission of Stock to officia

RNS Number : 2550M
Bank of Ireland(Governor&Co)
20 May 2010
 



Capital Raising Update

20 May 2010

  

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, CANADA OR SWITZERLAND OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 

 

Placing and Rights Issue Update

 

Pursuant to the approval of the Resolutions by Stockholders relating to the Proposals obtained at the Extraordinary General Court of Bank of Ireland held on 19 May 2010, the Bank announces that: (i) 326,797,386 units of Placing Stock pursuant to the Institutional Placing, (ii) 575,555,556 units of Placing Stock pursuant to the NPRFC Placing, and (iii) 1,996,521,562 of Nil Paid Rights and Fully Paid Rights, have been admitted to the Official Lists of the Irish Stock Exchange and the UK Listing Authority and have been admitted to trading on the Irish Stock Exchange and the London Stock Exchange with dealings in respect thereof commencing today. 

 

Warrant Cancellation Update

 

The Warrants held by the NPRFC have been cancelled in return for the payment of €491 million in cash by the Bank to the NPRFC.  The NPRFC no longer holds any Warrants or the subscription rights for Ordinary Stock pursuant to the Warrants.

 

Debt for Equity Offers Update

 

The minimum conversion price for the calculation of the number of units of Conversion Ordinary Stock has been determined and is €0.851103, this being a 25 per cent discount to the Closing Price on 23 April 2010, adjusted by the Rights Issue Factor (being the bonus factor of the Rights Issue).

 

The number of units of Conversion Ordinary Stock will therefore be calculated by dividing the principal amount of the Allotment Instruments to be issued by either the minimum conversion price stated above or, if greater, the price calculated as the arithmetic average of the daily Volume-Weighted Average Price per unit of Ordinary Stock for each of the five consecutive trading days ending on the second trading day before the Conversion Date (such five day period currently expected to commence on (and including) 2 September 2010 and conclude on (and including) 8 September 2010).

 

Elections for approximately €61 million of Allotment Instruments have been received to date. The current amount of Allotment Instruments that can incrementally be issued under those exchange offers which remain open, equates approximately to a maximum of a further €68 million.

 

Unless otherwise defined, capitalised terms used in this announcement have the same meaning as in the Prospectus issued by the Bank on 26 April 2010.   

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Each of the times and dates in the table below is indicative only and may be subject to change.

 

Nil Paid Rights and Placing Stock credited to stock accounts in CREST (Qualifying CREST Stockholders only)

as soon as possible after 8.00 a.m. on 20 May 2010

Nil Paid Rights, Fully Paid Rights and Placing Stock, enabled in CREST    

as soon as possible after 8.00 a.m. on 20 May 2010



The latest time and date for requesting a sale of all Nil Paid Rights through the Computershare Dealing Facility               

3.00 p.m. on 31 May 2010

Recommended latest time for requesting withdrawal of Nil Paid Rights and Fully Paid Rights from CREST (i.e. if your Nil Paid Rights and Fully Paid Rights are in CREST and you wish to convert them to certificated form)               

4.30 p.m. on 1 June 2010

Latest time and date for splitting Provisional Allotment Letters, nil or fully paid        

3.00 p.m. on 2 June 2010

Latest time for depositing renounced Provisional Allotment Letters, nil or fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account (i.e. if your Nil Paid Rights and Fully Paid Rights are represented by a Provisional Allotment Letter and you wish to convert them to uncertificated form)     

3.00 p.m. on 3 June 2010

Latest time and date for acceptance, payment in full and registration or renunciation of Provisional Allotment Letters 

11.00 a.m. on 8 June 2010

Announcements of results of Rights Issue    

7.00 a.m. on 9 June 2010

Announcements of take up of the Debt for Equity Offers           

10.00 a.m. on 9 June 2010

Trading in Fully Paid Rights ends

Closing of NPRFC Rights Issue Undertaking  

5.00 p.m. on 11 June 2010

8.00 a.m. on 14 June 2010

Dealings in Rights Issue Stock commence on the Irish Stock Exchange and the London Stock Exchange    

8.00 a.m. on 14 June 2010

Rights Issue Stock credited to CREST accounts            

By 14 June 2010

Settlement of Debt for Equity Offers               

14 June 2010

Despatch of definitive stock certificates for the Rights Issue Stock in certificated form            

By 25 June 2010

Issue of Conversion Ordinary Stock               

10 September 2010

 

 

For further information, please contact:

John O'Donovan

Group Chief Financial Officer

+353 (0) 766 23 4703

Geraldine Deighan

Head of Group Investor Relations

+353 (0) 766 23 4729

Dan Loughrey

Head of Group Corporate Communications

+353 (0) 766 23 4770

 

 

This announcement does not constitute an offer to sell, or a solicitation of an offer to subscribe for, the securities being issued in any jurisdiction in which such offer or solicitation is unlawful.

 

This announcement is not for distribution, directly or indirectly, in or into the United States, Australia, New Zealand, South Africa, Japan, Canada or Switzerland or any other state or jurisdiction in which it would be unlawful to do so. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein (the "Securities") have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The Securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the Securities in the United States, and the Securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States, or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering or the Securities or the accuracy or adequacy of any of the documents or other information contained therein.

 

This announcement does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of any of the Proposals. A Prospectus relating to the Proposals has been prepared and is available in accordance with EU Directive 2003/71/EC and/or Part VI of the Financial Services and Markets Act 2000. Any decision to invest in Bank of Ireland under the Proposals must be made only on the basis of the information contained in and incorporated by reference into such Prospectus.

 

None of the Minister for Finance, the Department of Finance, the Irish Government, the NTMA, the NPRFC or any person controlled by or controlling any such person, or any entity or agency of or related to the Irish State, or any director, officer, official, employee or adviser of any such person, or any Underwriter or IBI Corporate Finance or any of their affiliates, directors, officers, employees, agents or any other person (each such person, a "Relevant Person") accepts any responsibility for the contents of, or makes any representation or warranty as to the accuracy, completeness or fairness of any information in, this announcement or any document referred to in this announcement or any supplement or amendment thereto (the "Announcement"). Each Relevant Person expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of the Announcement. No Relevant Person has authorised or will authorise the contents of the Announcement, or has recommended or endorsed the merits of any course of action contemplated by the Announcement.

 

The Underwriters and IBI Corporate Finance are acting exclusively for Bank of Ireland in connection with the Proposals and no one else and will not regard any other person as a client in relation to the Proposals and will not be responsible to anyone other than Bank of Ireland for providing the protections afforded to their clients or for providing advice in relation to the Proposals or any matters referred to in the Announcement.


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