Results of the Rights Issue Rump Placement
http://uk.finance.yahoo.com/news/...xcnf-2037203276.html?x=0&.v=1
The Governor and Company of the Bank of Ireland ("Bank of Ireland" or the "Bank") announced earlier today that, as at 11.00 a.m. on 26 July 2011, being the latest date for receipt of valid subscriptions, it had received valid acceptances in respect of 11,361,686,433 units of New Ordinary Stock representing approximately 59.55 per cent. of the total number of units of New Ordinary Stock offered to Qualifying Stockholders pursuant to the Rights Issue announced by the Bank on 18 June 2011.
Bank of Ireland now announces that in accordance with the arrangements set out in Part IX of the Prospectus dated 18 June 2011, the Joint Bookrunners have today procured subscribers for 1,432,343,038 units of NewOrdinary Stock for which valid acceptances were not received in the Rights Issue (the "Rump"), at a price of 10.10 cent per unit of New Ordinary Stock, a premium of 0.10 cent to the Rights Issue Price of 10 cent per unit of New Ordinary Stock.
The net proceeds from the sale of the Rump of approximately 0.08 cent per unit of New Ordinary Stock sold (after deduction of the Rights Issue Price of 10 cent per unit of New Ordinary Stock and associated costs, including any brokerage and commissions and taxes) will be paid (without interest and rounded down to the nearest cent) to Qualifying Stockholders who have not taken up their entitlements pro rata to their lapsed provisional allotments. This will amount to a payment of approximately 0.01 cent in respect of each unit of New Ordinary Stock not taken up in the Rights Issue.
Therefore, as placees have not been procured for all of the units of New Ordinary Stock not taken up pursuant to the Rights Issue, in accordance with the arrangements set out in Part IX of the Prospectus, the NPRFC, under the Transaction Agreement, will be subscribing for the remaining 6,283,859,561 units of New Ordinary Stock at the issue price of 10 cent per unit of New Ordinary Stock. These remaining units of New Ordinary Stock are additional to the 6,876,725,140 units of New Ordinary Stock that the NPRFC has subscribed for as part of its pro-rata entitlement pursuant to the Rights Issue.
Resultant State Shareholding
As announced on 25 July 2011, the State has agreed to sell c.4.2 billion units of Ordinary Stock to a group of significant institutional investors and fund managers. In addition, these investors have agreed with the State that, to the extent that the State acquires ordinary stock pursuant to the Transaction Agreement and subject to certain conditions being satisfied, these investors will purchase up to a further c.7.0 billion units of ordinary stock from the State, at a price of 10 cent per unit.
On the basis that the NPRFC is subscribing for 6,283,859,561 units of New Ordinary Stock pursuant to the Transaction Agreement and subject to the satisfaction of regulatory and other certain conditions, the State will sell a total of 10,510,960,981 units of ordinary stock to these investors. Following these transactions, the State's stockholding in the Bank will be 15.1 per cent.* of the Bank's fully diluted ordinary stock while the combined stockholding of these investors in aggregate will be 34.9 per cent. As the resultant combined stockholdings of these investors will, subject to regulatory approvals, exceed 29.9 per cent. of the Bank's fully diluted ordinary stock, the acquisition of any ordinary stock in excess of this threshold will require the prior approval of independent stockholders. The Bank expects to convene an Extraordinary General Court for this purpose in due course.
As set out in the announcement of 25 July 2011, the Bank agreed, subject to stockholder approval, to place additional stock up to a maximum of approximately 6 per cent. of the Bank's then fully diluted ordinary stock, with these investors and the State, at 10 cent per unit where their stockholdings following these transactions are less than 25 per cent. and 15 per cent. respectively. Based on the results of the Rights Issue and the Rump Placing, the State's and these investors' aggregate stockholdings on a fully diluted basis will exceed these thresholds and hence the Bank will not be proceeding with any placing.
Unless otherwise defined, capitalised terms used in this announcement have the same meaning as in the Prospectus.
Copies of this announcement are available, free of charge and in printed form, at Bank of Ireland's registered office at 40 Mespil Road, Dublin 4, Ireland.
* The actual stockholding of the State will exceed 15 per cent. until (i) the issuance of the New Ordinary Stock pursuant to the Debt for Equity Offers on 12 August 2011 and (ii) the completion of the sale of ordinary stock to these investors on receipt of the relevant regulatory clearances and independent stockholder approval
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