TIDMAIBG
RNS Number : 1203E
Goldman Sachs International
28 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
28 June 2023
Disposal of approximately 5.0% of AIB Group plc
Further to his announcement on 27 June 2023, the Minister for
Finance, Michael McGrath TD, announces the successfu l comp letion
of the dispo sa l o f part of the Irish State's shareh o l d ing i
n AIB Group plc (t he " Company " ). The disposal was effected by
way of a placin g ( th e " Pla cing ") o f shares (the " Placing
Shares " ) in an accelerated book building process to i ns t i
tutiona l in v estors.
I n su mm a r y, following settlement of th e Pl aci ng which will take pl ace on 30 June 2023:
-- The shareholding of the Irish State will be reduced from
1,360.2 million ordinary shares, representing approximately 51.9%
of the ordinary share capital of the Company, to 1,228.2 million
ordinary shares, representing approximately 46.9% of the ordinary
share capital.
-- Accordingly , the overa ll size of the State's shareholding w
i ll be reduced b y approximately 5.0 % .
-- The Placing price was EUR3.64 per share. As a result, the
gross proceeds from the sale of the Placing Shares will be EUR480.5
million. Upon settlement, this sum will be returned to the Ireland
Strategic Investment Fund pending further consideration by the
Minister.
-- BofA Securities, Goldman Sachs International and Goodbody
Stockbrokers UC acted as Joint Bookrunners in connection with the
Placing.
-- The Minister for Finance has undertaken to the Joint
Bookrunners not to sell further shares in the Company for the
period of 90 calendar days following the completion of the Placing
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 the completion of the Placing.
-- The Minister also 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.
-- N.M. R othschild & Sons Limited ("Rothschild & Co")
acted 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.
Enquiries :
Brian Meenan, Press Officer, Department of Finance, +3531
6045875 or + 353 872198857
pressoffice@finance.gov.ie
Important Information
This announcement is for information purposes only and does not
constitute an offer or an invitation to acquire or dispose of any
securities of the Company in the United States, Canada, Australia
or Japan or in any other jurisdiction in which such an offer of
solicitation is unlawful. The shares sold pursuant to the Placing
have not been, and will not be, registered under the United States
Securities Act of 1933, as amended, or under any securities laws of
any state or jurisdiction of the United States and may not be
offered or sold in the United States absent registration or an
exemption from registration. There was no public offering of
securities in the United States.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly
or indirectly in or into the United States of America,
Australia, Canada, Japan, The Republic of South Africa, Switzerland
or any other jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction.
Any failure to comply with this restriction may constitute a
violation of the securities laws of any such jurisdiction.
BofA Securities Europe SA, which is authorised as an investment
firm by the Autorité de Contrôle Prudentiel et de Résolution
("ACPR"), is regulated by the ACPR and the Autorité des Marchés
Financiers, and is not a credit institution, and Goldman Sachs
International which is 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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