NOT
FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN
THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA
(THE UNITED STATES) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
DOCUMENT.
Bank of Ireland Group plc
announces the results of its Tender Offer in respect of its
€675,000,000 Fixed Rate Reset Additional Tier 1 Perpetual
Contingent Temporary Write-Down Securities (ISIN:
XS2178043530)
10
September 2024. On 3 September 2024,
Bank of Ireland Group plc (the Offeror) announced an invitation to
eligible holders of its outstanding €675,000,000 Fixed Rate Reset
Additional Tier 1 Perpetual Contingent Temporary Write-Down
Securities (ISIN: XS2178043530) (the Securities) to tender their Securities
for purchase by the Offeror for cash up to the Maximum Acceptance
Amount, subject to satisfaction of the New Financing Condition
(such invitation, the Offer).
The Offer was made on the terms and
subject to the conditions contained in a tender offer memorandum
dated 3 September 2024 (the Tender
Offer Memorandum) prepared by the Offeror, and subject to
the offer restrictions set out in the Tender Offer Memorandum.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer
Memorandum.
The Expiration Deadline for the
Offer was 4.00 p.m. (London time) on 9 September 2024. The Offeror
hereby announces the results of the Offer.
Results of the
Offer
As at the Expiration Deadline,
€506,211,000 in aggregate principal amount of the Securities was
validly tendered for purchase in the Offer. The Offeror announces
that it has decided to set the Final Acceptance Amount at
€506,211,000 and, accordingly, that it accepts for purchase all
such Securities validly tendered in the Offer in full, with no
pro rata scaling. In
addition, the Offeror confirms that the New Financing Condition has
been satisfied.
The Settlement Date for the Offer is
expected to be 11 September 2024.
€168,789,000 in aggregate principal
amount of the Securities will remain outstanding after the
Settlement Date.
J.P. Morgan Securities plc (Telephone: +44 20 7134 2468; Email: liability_management_EMEA@jpmorgan.com;
Attention: Liability Management); J&E Davy Unlimited Company
(Telephone: +353-1-679-7788; Email: davyfixedincome@davy.ie;
Attention: Davy Fixed Income); and UBS AG London Branch (Telephone: +44 20
7568 1121; Email: ol-liabilitymanagement-eu@ubs.com;
Attention: Liability Management) are acting as Dealer Managers for
the Offer.
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Jacek Kusion;
Email: boi@is.kroll.com;
Offer Website: https://deals.is.kroll.com/boi)
is acting as Tender and Information Agent
for the Offer.
MARKET ABUSE REGULATION
This announcement is released by Bank of Ireland
Group
plc and contains information that qualified or may have qualified
as inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 (MAR), encompassing information
relating to the results of the Offer. For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055,
this announcement is made by Sarah McLaughlin, Group
Secretary.
DISCLAIMER This announcement
must be read in conjunction with the Tender Offer Memorandum. No
offer or invitation to acquire any Securities is being made
pursuant to this announcement. The distribution of this
announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and the Tender Offer Memorandum comes
are required by each of the Offeror, the Dealer Managers and the
Tender and Information Agent to inform themselves about, and to
observe, any such restrictions. The Offer has now
expired.