TIDMIPM
RNS Number : 3618K
Irish Life & Permanent Grp HldgsPLC
13 July 2011
13 July 2011
IRISH LIFE & PERMANENT GROUP HOLDINGS p.l.c.
Resolutions at EGM 20 July 2011
Forthcoming EGM
On 27 June 2011 Irish Life & Permanent Group Holdings p.l.c.
(the Company) issued a notice (the EGM Notice) to shareholders of
an Extraordinary General Meeting (EGM) at the D4 Ballsbridge Inn
Hotel (formerly Jury's Hotel), Ballsbridge, Dublin 4 on 20 July
2011 at 11.30 a.m.
The EGM Notice is contained in a circular which was posted to
shareholders on 27 June 2011 (the Circular) and which contains the
following proposals:
(i) the issue to the Minister for Finance of up to EUR3.4
billion in Ordinary Shares and of EUR0.4 billion in Contingent
Capital Notes;
(ii) the approval for Whitewash Waiver of obligation under Rule
9 of the Irish Takeover Panel Rules;
(iii) the re-nominalisation of all Ordinary Shares; and
(iv) the delisting of all Ordinary Shares from the Official List
of the Irish Stock Exchange and the Official List of the UK Listing
Authority.
These measures are required to enable Irish Life & Permanent
p.l.c., (ILP) the Company's banking subsidiary, meet the capital
requirements provided for in the Financial Measures Programme
Report (FMPR), issued by the Central Bank of Ireland on 31 March
2011.
As previously announced, the Board, having given this matter the
most careful consideration, having taken legal and financial advice
and following discussions with the State in relation to the capital
requirements of the Group, believes the above measures to be in the
best interests of the Company and the Shareholders as a whole,
given the lack of alternative options available to raise the
required capital by 31 July 2011.
A copy of the Circular can be accessed on the Company's website:
http://www.irishlifepermanent.ie.
Additional resolutions
The Company has received draft resolutions from shareholders
holding in excess of the minimum threshold (such minimum threshold
being 3%) of the voting rights of the Company (the Requesting
Shareholders) to be tabled at the forthcoming EGM under section
133B (1) (b) of the Companies Act, 1963. The Board has confirmed
that 4 of these resolutions (with some modification) (Additional
Resolutions) will be tabled at the EGM in accordance with the
provisions of the Companies Act and the procedures set out in the
EGM Notice. The Board has also confirmed that the Chairman will
call a poll on these resolutions.
The Additional Resolutions contain the following proposals:
(i) the cancellation of the authority of the directors to issue
shares granted at the Company's annual general meeting on 18 May
2011
(ii) the appointment of additional financial and legal advisers
to the Company to review and report on alternative capitalisation
options, and to seek investors;
(iii) to request the Minister for Finance, the Central bank of
Ireland, the European Union / European Central Bank and the
International Monetary Fund to extend the 31 July 2011
capitalisation deadline for the Company, and
(iv) the appointment of Piotr Skoczylas as a director of the
Company, subject to prior regulatory approval.
The Additional Resolutions, together with the explanatory notes
and additional commentary received from the Requesting
Shareholders, have been published on the Company's web site.
The Board does not support or endorse any of the Additional
Resolutions or the explanatory notes or additional commentary
provided by the Requesting Shareholders.
Confirmation of proxy arrangements
Shareholders may use the existing proxy arrangements in place
for the EGM in relation to voting on the Additional Resolutions.
Shareholders are free to appoint a proxy of their choosing to vote
in the normal way and, as set out in Note 10 in the EGM Notice, the
proxy will vote on the Additional Resolutions as directed by the
appointing shareholder or, failing which, at his or her discretion.
To do so, and if not already so received, valid proxies must be
received no later than 11:30am on Monday 18 July 2011, as more
particularly set out in the notes to the EGM Notice.
For shareholders who have appointed, or wish to appoint, the
Chairman of the meeting as proxy in relation to the Additional
Resolutions, they may give an instruction to the Chairman as to how
they wish the Chairman as proxy to vote, such instruction to be
received no later than 11:30am on Monday 18 July 2011, in the
manner set out in Note 10. In the event that no such instruction is
received, the Chairman will vote on the Additional Resolutions at
his discretion.
For convenience a copy of Note 10 is set out below.
Board position
The Board remains of the view that the best interests of the
Company and the shareholders as a whole are served by approving the
capitalisation proposals set out in the Circular convening the EGM,
given the lack of alternative options available to raise the
required capital by 31 July 2011.
The Central Bank requires that in order for ILP to continue its
business it must secure EUR2.9 billion of its EUR4 billion Gross
Capital Requirement by 31 July 2011 as part of the FMPR. In the
event that the recapitalisation of ILP does not occur this would
have significant adverse consequences for the Company and the
shareholders as a whole. In such circumstances ILP would not be
able to meet the capital levels set by the Central Bank, would no
longer be able to operate its banking business and would have to
cease operations. If this were to occur, it is likely that the bank
would have to be wound up with the loss of any remaining
shareholder value.
Accordingly, the Board recommends that shareholders vote in
favour of those original capitalisation resolutions and that the
Additional Resolutions be rejected.
Note 10 to EGM Notice
" (a) Subject to 10(b) below, on any other business which may
properly come before the EGM, or any adjournment thereof, and
whether procedural or substantive in nature (including without
limitation any motion to amend a resolution or adjourn the meeting)
not specified in this Notice of EGM, the proxy will act at his/her
discretion.
(b) On any other business which may properly come before the
EGM, or any adjournment thereof, (but is not specified in the
Notice of the EGM) pursuant to Section 133B of the Companies Act
1963 (as amended), and in circumstances where a member has
appointed the Chairman of the EGM, or any adjournment thereof, as
his/her proxy, the member may instruct the Chairman as to how to
vote on such resolution(s) by email or by post at least 48 hours
before the EGM (or, as appropriate, any adjournment thereof). The
instruction must be either:
(i) in hard copy form which is signed by the member or members,
state the full name(s), address(es) and Investor Code Numbers of
the member or members, and be sent to the Company Secretary, Irish
Life & Permanent Group Holdings p.l.c., Irish Life Centre,
Lower Abbey Street, Dublin 1; or
(ii) in electronic form containing a readable scanned document
of the information set out in (i) above and emailed to
investor.relations@irishlife.ie .
If no such instruction is received from the member or members in
relation to any such business by such time, the Chairman of the EGM
(or any adjournment thereof) shall vote on such resolution at
his/her discretion."
Contact details:
Investor Relations
Barry Walsh
Tel: +353 1 704 2678
Orla Brannigan
Tel: +353 1 704 1345
Media
Ray Gordon, Gordon MRM
Tel: +353 1 665 0450
This information is provided by RNS
The company news service from the London Stock Exchange
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