TIDM74SV TIDMIPM
RNS Number : 7570H
Irish Life & Permanent PLC
02 June 2011
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
Irish Life & Permanent plc announces Tender Offers and
Proposals for its Lower Tier 2 Debt Securities
2 June 2011.Irish Life & Permanent plc (IL&P) today
announces its invitations to:
(i) all eligible holders (the Noteholders) of the series of debt
securities listed below to tender any and all of their Notes for
purchase by IL&P for cash (each such invitation an Offer and,
together, the Offers); and
(ii) all Noteholders to approve, by separate Extraordinary
Resolutions, the modification of the Conditions of each Series (as
defined below) to provide for IL&P to have the option to redeem
(the Issuer Call) all, but not some only, of the Notes of the
relevant Series remaining (if any) on completion of the relevant
Offer (together the Proposals),
subject, in each case, to the terms and conditions set out in
the Tender Offer Memorandum dated 2 June 2011 (the Tender Offer
Memorandum).
Description of ISIN Aggregate Total Early Purchase
Notes Nominal Amount Tender Price*
Outstanding Consideration*
--------------- ------------- ---------------- --------------- -----------
Variable Rate XS0165027664 EUR10,000,000 20 per cent. 17.5 per
Notes due cent.
March 2023
--------------- ------------- ---------------- --------------- -----------
Callable XS0226352713 EUR10,000,000 20 per cent. 17.5 per
Subordinated cent.
Floating Rate
Notes due
2015
--------------- ------------- ---------------- --------------- -----------
Step-Up XS0226430022 EUR50,000,000 20 per cent. 17.5 per
Floating Rate cent.
Notes due 10
August 2015
--------------- ------------- ---------------- --------------- -----------
Floating Rate XS0274209583 EUR50,000,000 20 per cent. 17.5 per
Notes due cent.
2016
--------------- ------------- ---------------- --------------- -----------
Subordinated XS0295772189 EUR75,000,000 20 per cent. 17.5 per
Callable cent.
Floating Rate
Notes due
2017
--------------- ------------- ---------------- --------------- -----------
Fixed/Floating XS0299987288 EUR300,000,000 20 per cent. 17.5 per
Rate Step-Up cent.
Callable
Subordinated
Notes due
2017
--------------- ------------- ---------------- --------------- -----------
Floored CMS XS0369699623 EUR5,000,000 20 per cent. 17.5 per
Linked Notes cent.
due 25 June
2018
--------------- ------------- ---------------- --------------- -----------
Subordinated XS0371760363 EUR25,000,000 20 per cent. 17.5 per
Callable Fixed cent.
Rate Notes due
2018
--------------- ------------- ---------------- --------------- -----------
Non-Callable XS0387718173 EUR54,650,000 8.6365 per 7.5575 per
Subordinated cent. cent.
Capital Notes
due 2018
(together the Initial Settlement Notes and each an Initial Settlement
Series)
Index Linked XS0133963024 EUR18,000,000 20 per cent. 17.5 per
Notes due cent.
August 2011
--------------- ------------- ---------------- --------------- -----------
Step-Up XS0236617055 EUR200,000,000 20 per cent. 17.5 per
Floating Rate cent.
Subordinated
Notes due
2015
(together the Delayed Settlement Notes and each a Delayed Settlement
Series, and together with the Initial Settlement Notes, the Notes
and each series of the Notes, a Series)
* Expressed as a percentage of the nominal amount of the
relevant Notes.
Copies of the Tender Offer Memorandum are available from the
Dealer Manager and the Tender Agent as set out below. Capitalised
terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.
Rationale for the Offers and the Proposals
The Central Bank of Ireland's Prudential Capital Assessment
Review and Prudential Liquidity Assessment Review of IL&P's
banking business for 2011 identified an additional core tier 1
capital requirement of some EUR4.0 billion. The Central Bank of
Ireland requires IL&P to (i) achieve the target core equity
tier 1 capital ratio of 6 per cent. (plus an additional buffer) in
a stress case scenario and (ii) to de-leverage IL&P's balance
sheet in order to achieve a loan to deposit ratio of approximately
122 per cent.
The rationale for the Offers and the Proposals is to strengthen
the quality of IL&P's capital base and to contribute to meeting
IL&P's regulatory capital requirements. The Notes trade at a
significant discount to their par value. The aim of the Offers and
the Proposals is to enable IL&P to realise the value of the
discount between the relevant Purchase Price or Total Early Tender
Consideration or, where applicable, Optional Redemption Amount and
the par value of each Series of the Notes.
Details of the Offers
IL&P will pay, on the relevant Settlement Date, for the
Notes of each Series accepted by it for purchase a cash purchase
price as follows: (a) in respect of each Series other than the
Non-Callable Subordinated Capital Notes due 2018 (ISIN:
XS0387718173; the Series 489 Notes), 17.5 per cent. or (b) in
respect of the Series 489 Notes, 7.5575 per cent. of the nominal
amount of the Notes accepted by IL&P for purchase, rounded to
the nearest EUR0.01 (with half a cent rounded upwards) where
necessary (in each case, the Purchase Price).
No amount will be paid by IL&P, or any other person,
pursuant to the Offers in respect of any accrued interest for any
Notes accepted for purchase pursuant to the Offers.
The Offers in respect of the Initial Settlement Notes expire at
10.00 a.m., London time, on 1 July 2011 and the Offers in respect
of the Delayed Settlement Notes expire at 10.00 a.m., London time,
on 24 August 2011, in each case unless the period for the relevant
Offer is extended, or re-opened or the relevant Offer is
terminated. In order to be eligible to receive the relevant
Purchase Price, Noteholders must validly tender their Notes for
purchase, by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction that is received by the Tender
Agent by the relevant Expiration Deadline.
Each Noteholder who validly tenders its Notes by the relevant
Early Tender Deadline, being (a) in the case of the Initial
Settlement Notes, 4.00 p.m., London time, on 16 June 2011 and (b)
in the case of the Delayed Settlement Notes, 4.00 p.m., London
time, on 9 August 2011, and in either case does not subsequently
revoke such tender in the limited circumstances in which such
revocation is permitted, will receive on the relevant Settlement
Date an additional cash payment equal to (i) in respect of each
Series other than the Series 489 Notes, 2.5 per cent. or (ii) in
respect of the Series 489 Notes, 1.079 per cent. of the nominal
amount of the Notes accepted by IL&P for purchase (the Early
Tender Payment), in each case in addition to the relevant Purchase
Price.
Details of the Proposals
IL&P has also separately invited all holders of the Notes of
each Series to approve certain modifications to the terms and
conditions of the relevant Series to insert the relevant Issuer
Call. Pursuant to each Issuer Call IL&P will have the option to
redeem all, but not some only, of the Notes of the relevant Series
remaining (if any) on completion of the relevant Offer at an early
redemption price of 0.001 per cent. of the nominal amount of the
relevant Notes. No accrued interest will be payable in respect of
any Notes redeemed pursuant to the relevant Issuer Call.
Notice (the Notice) of separate meetings (together the Meetings)
of the holders of the Notes of each Series has been published in
accordance with the Conditions of each Series and the Trust Deed by
delivery to the Clearing Systems for communication to Direct
Participants on the date of this announcement.
The Meetings will each be held at the offices of Allen &
Overy LLP at One Bishops Square, London E1 6AD, United Kingdom. The
Meetings in respect of the Initial Settlement Notes will be held on
1 July 2011 and the Meetings in respect of the Delayed Settlement
Notes will be held on 24 August 2011, in each case at the times
specified in the Notice.
At each Meeting, the Noteholders of the relevant Series will be
asked to consider and, if thought fit, pass an extraordinary
resolution as set out in the Notice (each an Extraordinary
Resolution), which will provide, among other things, for the
Trustee to be authorised and requested to concur in and execute the
Supplemental Trust Deed in respect of the relevant Series to effect
the necessary modifications pursuant to such Extraordinary
Resolution, which will implement the relevant Proposal.
Any Noteholder who does not wish, or is not able, to tender its
Notes for purchase pursuant to the relevant Offer may be eligible,
to the extent permitted by applicable laws and regulations and
subject to the conditions set out in the Tender Offer Memorandum,
to receive an amount equal to (a) in respect of each Series other
than the Series 489 Notes, 19.999 per cent. or (b) in respect of
the Series 489 Notes, 8.6355 per cent. of the nominal amount of
such Noteholder's Notes, rounded to the nearest EUR0.01 (with half
a cent rounded upwards) where necessary (in each case the Voting
Only Early Submission Amount) by delivering, or arranging to have
delivered on their behalf, a valid Voting Only Instruction in
respect of the relevant Proposal, specifying whether such
Noteholder wishes the votes attributable to its Notes to be voted
in favour of or against such Proposal, that is received by the
Tender Agent by the relevant Early Tender Deadline. Where payable,
the Voting Only Early Submission Amount will be paid by IL&P in
the circumstances described in the Tender Offer Memorandum to
relevant Noteholders on the relevant Settlement Date in the same
manner as the payment of the relevant Purchase Price is made to
eligible Noteholders (subject to the right of IL&P to amend
such date of payment to follow any adjourned Meeting, if required,
and otherwise as set out in the Tender Offer Memorandum).
By tendering Notes in the relevant Offer or submitting a Voting
Only Instruction in respect of the relevant Proposal, in each case
which is received by the Tender Agent by no later than the relevant
Voting Deadline, being (a) in the case of the Initial Settlement
Notes, 10.00 a.m. (London time) on 29 June 2011 or (b) in the case
of the Delayed Settlement Notes, 10.00 a.m. (London time) on 22
August 2011, Noteholders will automatically instruct the Agent to
appoint one or more representatives of the Tender Agent as their
proxy to vote (i) in the case of Tender Instructions, in favour of,
or (ii) in the case of Voting Only Instructions, in favour of or
against (as specified in the relevant Voting Only Instruction) the
relevant Extraordinary Resolution at the relevant Meeting. It will
not be possible to validly tender Notes in the Offers prior to the
relevant Voting Deadline, or to validly submit Voting Only
Instructions in the Proposals prior to the relevant Voting
Deadline, without at the same time giving such instructions to the
Agent.
General
The acceptance by IL&P of Notes tendered in an Offer is not
dependent on the relevant Extraordinary Resolution being passed or
the exercise of the relevant Issuer Call by IL&P. However, if a
Meeting is adjourned IL&P may choose, in its sole discretion
and without limiting its right to otherwise extend, re-open, amend,
waive any condition of or terminate the Offers or the Proposals as
provided in the Tender Offer Memorandum, to amend the terms and
conditions of the Offers and the Proposals to provide for the
relevant Settlement Date to take place after such adjourned meeting
on the same basis as for the original Meetings.
Under the Offers and the Proposals, all Tender Instructions and
Voting Only Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Indicative Offer Timetable
Date and time Event
(all times are London time)
2 June 2011 Launch Date.
Initial Settlement Notes
4.00 p.m. on 16 June 2011 Initial Settlement Note Early
Tender Deadline.
10.00 a.m. on 29 June 2011 Initial Settlement Note Voting
Deadline
10.00 a.m. on 1 July 2011 Initial Settlement Note Expiration
Deadline.
From 10.00 a.m. on 1 July 2011 Meetings in respect of the Initial
Settlement Notes.
No later than 2.00 p.m. on 4 July Announcement of the results of the
2011 Meetings in respect of each Initial
Settlement Series and IL&P's
decision whether any Offer(s) and
Proposal(s) in respect of Initial
Settlement Notes are to be extended
or terminated or to accept valid
tenders of Initial Settlement Notes
for purchase pursuant to any or all
of the Initial Settlement Offers
(including, if applicable, the
Initial Settlement Date). If IL&P
announces that it will accept valid
tenders of Initial Settlement Notes
for purchase pursuant to an Initial
Settlement Offer and the
Extraordinary Resolution in respect
of the relevant Initial Settlement
Series is passed, the Supplemental
Trust Deed is executed in respect
of the relevant Initial Settlement
Series by IL&P and the Trustee and
IL&P in its sole discretion decides
to exercise the Issuer Call in
respect of the relevant Initial
Settlement Series at such time,
notice of such exercise of the
relevant Issuer Call will also be
given to Noteholders
5 July 2011 Expected Initial Settlement Date.
Delayed Settlement Notes
4.00 p.m. on 9 August 2011 Delayed Settlement Note Early
Tender Deadline.
10.00 a.m. on 22 August 2011 Delayed Settlement Note Voting
Deadline
10.00 a.m. on 24 August 2011 Delayed Settlement Note Expiration
Deadline.
From 10.00 a.m. on 24 August 2011 Meetings in respect of the Delayed
Settlement Notes.
No later than 2.00 p.m. on 25 Announcement of the results of the
August 2011 Meetings in respect of each Delayed
Settlement Series and IL&P's
decision whether any Offer(s) and
Proposal(s) in respect of Delayed
Settlement Notes are to be extended
or terminated or to accept valid
tenders of Delayed Settlement Notes
for purchase pursuant to either or
both of the Delayed Settlement
Offers (including, if applicable,
the Delayed Settlement Date). If
IL&P announces that it will accept
valid tenders of Delayed Settlement
Notes for purchase pursuant to a
Delayed Settlement Offer and the
Extraordinary Resolution in respect
of the relevant Delayed Settlement
Series is passed, the Supplemental
Trust Deed is executed in respect
of the relevant Delayed Settlement
Series by IL&P and the Trustee and
IL&P in its sole discretion decides
to exercise the Issuer Call in
respect of the relevant Delayed
Settlement Series at such time,
notice of such exercise of the
relevant Issuer Call will also be
given to Noteholders
26 August 2011 Expected Delayed Settlement Date.
The above dates and times are subject to the right of IL&P
to extend, re-open, amend, and/or terminate any Offer and/or any
Proposal. Noteholders are advised to check with any bank,
securities broker or other intermediary through which they hold
Notes when such intermediary would require to receive instructions
from a Noteholder in order for that Noteholder to be able to
participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, the Offers or the Proposals before the deadlines specified
above. The deadlines set by any such intermediary and each Clearing
System for the submission of Tender Instructions and Voting Only
Instructions in respect of a Proposal will be earlier than the
relevant deadlines above.
Subject as provided in the Tender Offer Memorandum, the
Settlement Dates for each Offer and Proposal may be earlier or
later than these dates and could be different in respect of each
Series. IL&P will confirm the final Settlement Dates for the
relevant Offer(s) and Proposal(s) at the same time as the
announcement(s) of the results of the relevant Offers and
Proposals.
IL&P is under no obligation to accept any tender of Notes
for purchase pursuant to the Offers. Tenders of Notes for purchase
may be rejected in the sole discretion of IL&P for any reason
and IL&P is under no obligation to Noteholders to furnish any
reason or justification for refusing to accept a tender of Notes
for purchase. For example, tenders of Notes may be rejected if the
relevant Offer is terminated, if any such tender does not, in the
sole determination of IL&P, comply with the requirements of a
particular jurisdiction or if IL&P decides not to accept any
tenders of Notes should any or all of the Extraordinary Resolutions
not be passed or for any other reason.
Unless stated otherwise, announcements in connection with the
Offers and the Proposals will be made by publication through an RIS
and, where such announcements relate to the EUR10,000,000 Variable
Rate Notes due March 2023 (ISIN: XS0165027664), through the Company
Announcement section of the Irish Stock Exchange. Announcements may
also be (i) found on the relevant Reuters International Insider
Screen, (ii) made by the delivery of notices to the Clearing
Systems for communication to Direct Participants and (iii) made by
the issue of a press release to a Notifying News Service. Copies of
all announcements, notices and press releases can also be obtained
from the Tender Agent.
Holders of the Notes are advised to read carefully the Tender
Offer Memorandum for full details of and information on the
procedures for participating in the Offers and the Proposals.
Deutsche Bank AG, London Branch is acting as Dealer Manager. Lucid
Issuer Services Limited is acting as Tender Agent.
Requests for information in relation to the Offers or the
Proposals should be directed to:
Dealer Manager
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7545 8011
Attention: Liability Management Group
Email: liability.management@db.com
Requests for information in relation to the procedures for tendering
Notes and participating in the Offers, and the submission of
a Tender Instruction or a Voting Only Instruction in respect
of the Proposals should be directed to:
The Tender Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Telephone: +44 20 7704 0880
Attention: Sunjeeve Patel / David Shilson
Email: irishlife@lucid-is.com
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to any Offer or
Proposal. If any Noteholder is in any doubt as to the action it
should take or is unsure of the impact of the implementation of any
Proposal or Extraordinary Resolution to be proposed at a Meeting,
it is recommended to seek its own financial and legal advice,
including as to any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other
independent financial or legal adviser. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to tender Notes in the relevant
Offer(s) or otherwise participate in the relevant Proposal(s). None
of the Dealer Manager, the Tender Agent, IL&P or the Trustee
makes any recommendation as to whether Noteholders should tender
Notes in the relevant Offer(s) or otherwise participate in the
relevant Proposal(s).
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or a solicitation of an offer to sell
Notes (and tenders of Notes for purchase pursuant to the Offers
will not be accepted from Noteholders) in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
an Offer to be made by a licensed broker or dealer and the Dealer
Manager or any of its affiliates is such a licensed broker or
dealer in any such jurisdiction, such Offer shall be deemed to be
made by the Dealer Manager or such affiliate, as the case may be,
on behalf of IL&P in such jurisdiction.
The distribution of this announcement and/or the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum comes are required by IL&P, the Dealer Manager
and the Tender Agent to inform themselves about, and to observe,
any such restrictions.
Italy: None of the Offers, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been submitted to the clearance procedures of the Commissione
Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian
laws and regulations. The Offers are being carried out in Italy as
exempted offers, pursuant to article 101-bis, paragraph 3-bis of
the Legislative Decree No. 58 of 24 February 1998, as amended (the
Financial Services Act) and (a) in the case of all Offers other
than the Offer in respect of the Series 489 Notes, article 35-bis,
paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May
1999, as amended (the Issuers' Regulation) or (b) in the case of
the Offer in respect of the Series 489 Notes, article 35-bis,
paragraph 3 of the Issuers' Regulation.
Holders or beneficial owners of the Notes (other than the Series
489 Notes) that are located in Italy may tender their Notes (other
than the Series 489 Notes) for purchase through authorised persons
(such as investment firms, banks or financial intermediaries
permitted to conduct such activities in the Republic of Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
16190 of 29 October 2007, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended)
(authorised persons) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other
Italian authority.
In the case of the Series 489 Notes, the relevant Offer is not
available to investors located in Italy that do not qualify as
qualified investors (investitori qualificati), as defined pursuant
to Article 100 of the Financial Services Act and Article 34-ter,
paragraph 1, letter b) of the Issuers' Regulation (Ineligible
Italian Investors). Ineligible Italian Investors may not tender
Series 489 Notes in the relevant Offer, and neither this Tender
Offer Memorandum nor any other documents or materials relating to
the Series 489 Notes or the Offer in respect of the Series 489
Notes may be distributed or made available to Ineligible Italian
Investors. Holders or beneficial owners of the Notes that are
located in Italy and qualify as qualified investors (investitori
qualificati) can tender Series 489 Notes for purchase through
authorised persons and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other
Italian authority.
United Kingdom: The communication of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offers is not being made, and such documents and/or
materials have not been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the Financial Promotion Order)) or persons who are within
Article 43(2) of the Financial Promotion Order or any other persons
to whom it may otherwise lawfully be made under the Financial
Promotion Order.
Other: Restrictions apply in certain other jurisdictions
including Ireland, France and Belgium, as specified in the Tender
Offer Memorandum.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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