TIDMAIBG
RNS Number : 1027E
Goldman Sachs International
27 June 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUT I ON INTO OR IN THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, SWITZERLAND OR ANY OTHER STATE OR JURISDICTION IN
WHICH SUCH RELEASE , PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
27 June 2023
Intention to dispose of approximately 5.0% of AIB Group plc by
the Irish State
The Minister for Finance, Michael McGrath TD, today announces
his intention to sell part of the Irish State's shareholding i n
AIB Group plc (the "Company"). The disposal of these shares (the "
P lacin g Shares " ) wi ll be by way of a placing to institutional
in ves tors (the " Placing " ).
The price at which the Pla cing Shares are sold (the " Placin g
Pri ce " ) wi ll be determined by way of an acce l era ted book
building process. The book wi ll open with imm edia t e e ffect
follow i ng thi s a nnounce men t.
Th e Placing is expected to comprise 132 million of the
Company's ordinary sha res , representing approximately 5.0 % of
the issued ordinar y cap ital of the Company. As a resu l t of the
Placing , the overall size of the Irish State's sha reholding i n
the Company will be reduced from approximately 51.9% to
approximately 46.9%.
The Minister has also undertaken to the Joint Bookrunners not to
sell f urther shares i n the Company for the period of 90 calendar
days following the comp l etion of the Pl a cing without the prior
written consent of the Joint Bookrunners. While this undertaking
also applies to any sales through the Minister's trading plan
announced by way of Regulatory News Service on 21 December 2021,
extended on 24 June 2022 and further extended on 5 January 2023, it
will only do so for the period of 45 calendar days following
completion of the Placing.
The Minister also announces that he has agreed to extend the AIB
share trading plan for a further six-month term. Following the
extension, which will become operational following the expiration
of the applicable lock-up, the trading plan will now terminate no
later than 23 January 2024 (unless further extended). The trading
plan will continue to be managed by Merrill Lynch International
("BofA Securities"). The trading plan will continue to include
provisions that (a) the Minister's intention is to target that up
to, but no more than, 15% of the expected aggregate total trading
volume in the Company is to be sold over the duration of the
trading plan, and (b) shares may not be sold under the trading plan
below a price per share that the Department of Finance determines
represents fair value and delivers best value for the taxpayer
throughout the term of the trading plan. The actual number of
shares sold will depend on market conditions, among other factors.
Proceeds generated from the latest phase of the AIB trading plan
amount to approximately EUR412 million. In total, approximately
EUR698 million has been raised from the AIB trading plan since it
became operational in January 2022.
BofA Securities, Goldman Sachs International and Goodbody
Stockbrokers UC have been appointed to act as Joint Bookrunners in
connection with the Placing.
N.M. Rothschild & Sons Limited ("Rothschild & Co") is
acting as independent financial adviser and William Fry LLP and
Allen & Overy LLP are acting as legal counsel to the Department
of Finance in connection with the sale.
Details of the Placing Price and the exact number of Placing
Shares will be announced in due course.
Enquiries :
Brian Meenan, Press Officer, Department of Finance, +353 1
6045875 or +353 87 2198857
pressoffice@finance.gov.ie
Disclaimer
The distribution of this announcement and the offer and sale of
the Placing Shares in certain jurisdictions may be restricted by
law. The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by the Minister for Finance or any of their respective affiliates
that would permit an offering of the Placing Shares or possession
or distribution of this announcement or any other offering or
publicity material relating to such securities in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required to inform
themselves about and to observe any such restrictions.
This press release is for information purposes only and does not
constitute or form a part of an offer to sell or a solicitation of
an offer to purchase any security of the Company in the United
States or in any other jurisdiction where such offer or
solicitation is unlawful. The securities of the Company described
in this press release have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state or foreign securities laws and may
not be offered or sold in the United States absent registration or
an exemption from the registration requirements of the Securities
Act. There shall be no public offering of securities in the United
States.
In member states of the European Economic Area (each, a
"Relevant Member State"), this announcement and any offer if made
subsequently is directed exclusively at persons who are 'qualified
investors' within the meaning of Regulation (EU) 2017/1129 (the
"Prospectus Regulation") ("Qualified Investors"). In the United
Kingdom this announcement is directed exclusively at persons who
are 'qualified investors' within the meaning of the Prospectus
Regulation (as it forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018) (i) who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or (ii)
who fall within Article 49(2)(a) to (d) of the Order, and (iii) to
whom it may otherwise lawfully be communicated.
BofA Securities Europe SA and Goldman Sachs International which
are authorised by the Prudential Regulation Authority (the "PRA")
and regulated by the Financial Conduct Authority (the "FCA") and
the PRA in the United Kingdom and Goodbody Stockbrokers UC which is
authorised and regulated in Ireland by the Central Bank of Ireland
and in the United Kingdom is subject to regulation by the FCA
(together the "Joint Bookrunners"), and N.M. Rothschild & Sons
Limited (the "Adviser") which is authorised and regulated by the
FCA in the United Kingdom, are acting on behalf of the Minister for
Finance and no one else in connection with any offering of the
Placing Shares and will not be responsible to any other person for
providing the protections afforded to any of their respective
clients or for providing advice to any other person in relation to
any offering of the Placing Shares. None of the Joint Bookrunners
nor the Adviser will regard any other person as its client in
relation to the offering of the Placing Shares. No representation
or warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by any of the Joint Bookrunners, the Adviser or by any of
their respective affiliates or agents as to or in relation to, the
accuracy, completeness or sufficiency of this announcement or any
other written or oral information made available to or publicly
available to any interested party or its advisers in connection
with the Minister for Finance, the Company, the Placing Shares, the
Placing or any of the arrangements described herein, and any
liability therefor is expressly disclaimed.
No Placing Shares will be available to any investor whose
purchase of such Placing Shares, whether on its own account or as a
fiduciary or agent for one or more investor accounts, would require
regulatory consent in any jurisdiction (including, without
limitation, under the UK Financial Services and Markets Act 2000 or
the United States Bank Holding Company Act of 1956).
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END
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June 27, 2023 12:09 ET (16:09 GMT)
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