Bank of Ireland will accept tenders of sterling preference stock until Aug. 2

By Mary-Katherine Stinson

Lexington, Ky., July 25 – Bank of Ireland Group plc has extended the tender deadline for its 12.625% non-cumulative sterling preference stock (ISIN: IE0000730808) to 8 a.m. ET on Aug. 2 at the request of an institutional investor, according to a notice.

The offerer, Bank of Ireland Nominee 3 Ltd., has now received valid tenders of more than 80% of the sterling preference stock, 59.62% of which were accepted on June 30 with the remainder received after the June 29 deadline.

If these additional tenders are accepted following the deadline, the offeror will have the right to compulsorily acquire the remaining sterling preference stock on the same terms following the offer’s completion.

The bank announced on June 30 that by the general expiration of the offers it had received and accepted tenders of £1,118,608 principal amount of its 12.625% non-cumulative sterling preference stock for a total price of 187.942% of par, which includes a 4.9462% payment in lieu of dividend.

As previously reported, the tender offer and consent solicitation was launched June 21 in which holders of its perpetual instruments were invited to tender any and all their holdings at a premium. The bank was seeking to retire the instruments, all issued between 1991 and 1997, as they no longer qualify as regulatory capital, and such instruments are no longer issued by the group. The bank further noted that the instruments are complex both operationally and from a regulatory standpoint and do not benefit from a liquid trading market.

In addition to the sterling preference stock, the other legacy instruments included in the offer were the following:

• 12% non-cumulative euro preference stock (ISIN: IE0000730790) of €1.27 each of the Governor and Co. of the Bank of Ireland according to an invitation by Bank of Ireland Nominee 3 Ltd.;

• 8.125% non-cumulative non-redeemable preference shares (ISIN: GB0000510205) issued by Bristol & West plc according to an invitation by the Governor and Co. of the Bank of Ireland; and

• 13.375% perpetual subordinated bonds of Governor and Co. of the Bank of Ireland according to an invitation by the issuer acting through its UK branch.

As previously reported, the bank received and will accept tenders of €1,792,411 principal amount of its 12% non-cumulative euro preference stock (ISIN: IE0000730790) for a total price of 183.6777% of par, which includes a 4.7014% payment in lieu of dividend.

In a separate release, the bank reported receiving tenders of 15.9% of the 8.125% non-cumulative non-redeemable preference shares (ISIN: GB0000510205) issued by Bristol & West plc and 43.56% of the 13.375% perpetual subordinated bonds (ISIN: GB0000510312) of Governor and Co. of the Bank of Ireland.

As previously reported, for the £32,593,734 of the 8.125% Bristol & West shares, the bank was offering to purchase the shares at 117.5% of par plus a payment of in lieu of the dividend of 1.313% for shares tendered by the general expiration deadline.

For the outstanding £45,903,600 of the £75 million 13.375% Governor and Co. bonds, the bank offered to purchase any and all of the bonds at 188% of par plus 4.031% in accrued interest.

In the case of the 13.375% perpetual subordinated bonds, the bank reported the receipt of voting-only instructions under the concurrent consent solicitation, with holders of 0.03% of the bonds voting in favor of the solicitation and holders of 0.29% voting against the solicitation.

The general expiration deadline was 8 a.m. ET on June 29, with early settlement on July 13. The retail expiration deadline will be 8 a.m. ET on Aug. 2, with retail settlement scheduled for Aug. 16.

The bank noted that if the total principal amount of the outstanding 13.375% tendered or voted prior to the retail deadline reaches two-thirds of the principal amount outstanding, the proposed bondholder meeting to consider the consent solicitation will proceed on Aug. 4.

As the amount already tendered or voted in respect of the 13.375% bonds exceeds one-third of the principal amount outstanding, there will be a quorum for an adjourned meeting, if necessary, of bondholders on Aug. 18.

The consent solicitation requires 75% of the bondholders attending at the initial meeting or the adjourned meeting to vote in favor of the resolution in order for it to pass.

D.F. King Ltd has been appointed as retail information agent for all offers. The terms of the offers and contact details are available at https://www.dfkingltd.com/boi/.

Computershare Investor Services (Ireland) Ltd. is acting as receiving agent for the preference stock and Link Market Services Ltd. is the receiving agent for the Bristol & West preference shares and the Governor and Co. bonds.

J&E Davy ULC, Jefferies International Ltd., Lloyds Bank Corporate Markets plc and UBS AG London Branch have been appointed as dealer managers for the purposes of the offers to institutional investors.

The issuer is based in Dublin.

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