Allied Irish Banks, p.l.c. ("AIB") (NYSE: AIB) announces that,
further to its announcement on 1 July 2011, and following the
approval by AIB shareholders of all resolutions at the
extraordinary general meeting on 26 July 2011 required to implement
AIB's capital raising (as announced on 1 July 2011), it has today
issued 500,000,000,000 Ordinary Shares of EUR0.01 each (following
renominalisation of AIB's Ordinary Shares from EUR0.32 each to
EUR0.01 each (the "Renominalisation")) to the National Pensions
Reserve Fund Commission (the "NPRFC") at a subscription price of
EUR0.01 per share (the "Placing") and EUR1.6 billion of contingent
capital notes at par to the Minister for Finance (the "Minister")
(the "Contingent Capital Notes Issue"), raising in aggregate
proceeds of EUR6.6 billion (together, the "Capital Raising").
In addition, further to its announcement on 13 May 2011, AIB has
issued today an additional 762,370,687 new Ordinary Shares to the
NPRFC in lieu of the remainder of the 2011 annual cash dividend on
the 2009 Preference Shares that was deferred on 13 May 2011 (the
"2011 Bonus Issue"). The 2011 Bonus Issue includes an increment of
38,118,534 new Ordinary Shares prescribed by AIB's articles of
association as a result of the 2011 annual cash dividend not being
satisfied in full on the due date. This represents an increase of
1,905,926 shares over the figure included in AIB's shareholder
circular dated 1 July 2011 as a result of finalisation of
calculations of the number of Ordinary Shares to be issued in lieu
of the 2011 Bonus Issue.
Following the Placing and the 2011 Bonus Issue, the NPRFC's
shareholding in the enlarged total issued ordinary share capital of
AIB has increased from c.93.1% to c.99.8%. AIB now has
513,493,126,277 Ordinary Shares of EUR0.01 each in issue (excluding
35,680,114 treasury shares).
AIB has today applied to the Irish Stock Exchange (the "ISE") to
list the new Ordinary Shares issued in connection with the Placing
and the 2011 Bonus Issue on the Enterprise Securities Market of the
ISE (the "ESM") and to admit those Ordinary Shares to trading on
the ESM. It is expected that admission will occur at 8.00 a.m. on 2
August 2011.
In addition, following the Renominalisation, AIB has today
acquired 395,759,506,824 Deferred Shares for nil consideration and
immediately cancelled them in accordance with its articles of
association, as described in the shareholder circular issued by AIB
on 1 July 2011. Subject to the confirmation of the High Court, AIB
intends to write off accumulated losses through the cancellation of
the capital redemption reserve created on the acquisition and
cancellation of the Deferred Shares in due course.
AIB is required to raise a total of c.EUR14.8 billion of Core
Tier 1 Capital, of which EUR1.6 billion may be in the form of
contingent capital, by 31 July 2011 (the "PCAR Requirement"). As
announced on 1 July 2011, the Minister has indicated his intention
to make a capital contribution in favour of AIB in order to satisfy
any portion of the PCAR Requirement not satisfied by the Capital
Raising, other capital generating exercises undertaken by AIB and
EBS Limited (formerly EBS Building Society) and further
burden-sharing measures undertaken with the Group's subordinated
debt holders. AIB expects the Minister and the NPRFC to provide
capital contributions to AIB shortly in order to satisfy the
portion of the PCAR Requirement not already satisfied (the "Capital
Contributions"). Once the proceeds of the Capital Raising and the
Capital Contributions have been received, AIB expects that it will
have the necessary capital to meet the PCAR Requirement.
AIB's Board of Directors acknowledges the continued support of
the Minister and the Irish State.
IMPORTANT INFORMATION
This is not a prospectus, circular or other equivalent document.
You should not rely on any information as set out in this
announcement. This announcement does not constitute an offer or
invitation to purchase, otherwise acquire, subscribe for, sell,
otherwise dispose of or issue, or any solicitation of any offer to
sell, otherwise dispose of, issue, purchase, otherwise acquire or
subscribe for, any security. There shall be no offer to the public
in any jurisdiction of any of the securities forming part of the
Capital Raising, including, without limitation in Ireland, the
United Kingdom, the United States or elsewhere, nor shall there be
any offer to sell, or the solicitation of an offer to buy, the
securities referred to herein.
The contents of this announcement and the information
incorporated herein by reference should not be construed as legal,
business, financial, tax, investment or other professional advice.
This announcement is for your information only and nothing in this
announcement is intended to endorse or recommend a particular
course of action.
Morgan Stanley & Co. International plc (which is authorised
and regulated in the United Kingdom by the Financial Services
Authority ("Morgan Stanley") acts as ESM adviser to AIB. AIB
Corporate Finance Limited ("AIB Corporate Finance") (which is
regulated in Ireland by the Central Bank of Ireland) and Morgan
Stanley act for AIB and no one else in connection with the Capital
Raising and will not regard any other person (whether or not a
recipient of this announcement) as their respective client in
relation to the Capital Raising and will not be responsible to
anyone other than AIB for providing the protections afforded to
their respective clients or for providing advice in relation to the
Capital Raising or any other matter referred to in this
announcement.
Morgan Stanley makes no representation, express or implied, for
the contents of this announcement, including its accuracy,
completeness or verification or for any other statement made or
purported to be made by AIB, or on AIB's behalf, or by it, or on
its behalf and nothing in this announcement is or shall be relied
upon as a promise or representation in this respect, whether as to
the past or future. Morgan Stanley accepts no responsibility for
the contents of this announcement and disclaims to the fullest
extent permitted by law all and any liability, whether arising in
tort, contract or otherwise, which it might otherwise have in
respect of this announcement or any such statement.
None of the Minister for Finance, the Department of Finance, the
Irish Government, the National Treasury Management Agency, the
National Pensions Reserve Fund Commission 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 (each such person, a
"Relevant Person") accepts any responsibility for the contents of
this announcement, or makes any representation or warranty as to
the accuracy, completeness or fairness of any information contained
in this 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 this announcement or any
document referred to in this announcement or any supplement or
amendment thereto (each a "Transaction Document"). No Relevant
Person has authorised or will authorise the contents of any
Transaction Document, or has recommended or endorsed any course of
action contemplated by any Transaction Document.
AIB Corporate Finance makes no representation, express or
implied, for the contents of this announcement, including the
accuracy, completeness or verification of any information contained
therein, or for any other statement made or purported to be made by
AIB, or on AIB's behalf, or by them, or on their behalf and nothing
in this announcement is or shall be relied upon as a promise or
representation in this respect, whether as to the past or future.
AIB Corporate Finance accepts no responsibility for the contents of
this announcement and disclaims to the fullest extent permitted by
law all and any liability, whether arising in tort, contract or
otherwise, which it might otherwise have in respect of this
announcement or any such statement.
The release, publication or distribution, in whole or in part,
directly or indirectly, of this announcement in jurisdictions other
than Ireland and the United Kingdom may be restricted by law and
therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities laws of any such jurisdiction.
This announcement is not, and does not constitute, an invitation
or offer to sell, or the solicitation of an offer to buy, the
securities discussed herein in any jurisdiction, including, without
limitation, the United States. The securities discussed herein have
not been and will not be registered under the US Securities Act of
1933 (the "US Securities Act") or under any securities laws of any
state or other jurisdiction of the United States and may not be
offered or sold directly or indirectly, within the United States or
to, or for the account or benefit of, US persons. There will be no
public offer of the securities discussed herein in the United
States.
This announcement contains or incorporates by reference
"forward-looking statements", within the meaning of Section 27A of
the US Securities Act and Section 21E of the US Securities Exchange
Act of 1934, regarding the belief or current expectations of AIB,
AIB's Directors and other members of its senior management about
AIB's business and the transactions described in this announcement,
including statements relating to possible future write downs or
impairments. Generally, words such as "may", "could", "will",
"expect", "intend", "estimate", "anticipate", "believe", "plan",
"seek", "continue", "should", "assume", "target", "goal", "would"
or similar expressions identify forward-looking statements. All
statements other than statements of historical fact are, or may be
deemed to be, forward-looking statements.
These forward-looking statements are not guarantees of future
performance. Rather, they are based on current views and
assumptions and involve known and unknown risks, uncertainties and
other factors, many of which are outside the control of AIB and are
difficult to predict, that may cause actual results to differ
materially from any future results or developments expressed or
implied from the forward-looking statements.
No statement in this announcement or any document incorporated
by reference herein is intended to constitute a profit forecast or
profit estimate for any period. The forward-looking statements
speak only as of the date of this announcement. AIB does not have
any obligation and expressly disclaims any obligation or
undertaking, to update or revise publicly any forward-looking
statement, whether as a result of new information, future events or
otherwise. AIB expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statement contained in this announcement or any change in events,
conditions or circumstances on which any such statement is
based.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants
that: (i) the releases contained herein are protected by copyright
and other applicable laws; and (ii) they are solely responsible for
the content, accuracy and originality of the information contained
therein.
Source: Allied Irish Banks, p.l.c. via Thomson Reuters ONE
[HUG#1534095]
For further information, please contact: Alan Kelly Director of
Corporate Affairs & Marketing AIB Group Bankcentre Dublin 4
Tel: +353 1 6412162 Ronan Sheridan Group Press Officer AIB Group
Bankcentre Ballsbridge Dublin 4. Tel: + 353 1 6414651
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