NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A BREACH OF APPLICABLE LAW OR REGULATION.
This announcement is an advertisement for the purposes of the Prospectus Rules and not a prospectus (or prospectus equivalent document) and is not an offer to sell, or a solicitation of an offer to subscribe for or to acquire securities in any jurisdiction, including in or into the United States, Australia, Canada, Japan, the Republic of South Africa or Switzerland. Investors should not purchase any shares referred to in this announcement except on the basis of information in the prospectus published by Allied Irish Banks, p.l.c. (“AIB” or the “Company”) on 12 June 2017 (the “Prospectus”) in connection with the proposed Offer and Admission. Terms defined in the Prospectus have the same meaning when used in this announcement. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever in any jurisdiction.
23 June 2017
AIB Share Offer
Announcement of Offer Price
Following the announcement on 30 May 2017 of the intention to proceed with an initial public offering (the “Offer” or “IPO”) of AIB, and the announcement on 12 June 2017 of the expected price range and offer launch, the Minister for Finance and Public Expenditure & Reform of Ireland, Paschal Donohoe T.D. (the “Minister for Finance”) today announces the successful pricing of the IPO.
- The Offer price has been set at €4.40 per Ordinary Share (the “Offer Price”).
- Based on the Offer Price, AIB’s market capitalisation is approximately €12 billion.
- The Offer comprises approximately 679 million existing Ordinary Shares, excluding Over-allotment Shares (the “Base Offer”).
- Total gross proceeds raised in the Offer will be approximately €3.0 billion assuming no exercise of the Over-allotment Option and €3.4 billion assuming exercise in full of the Over-allotment Option.
- Following Admission, it is expected that the Minister for Finance will hold c.75% of AIB’s Ordinary Shares (assuming no exercise of the Over-allotment Option) or c.71% (assuming exercise in full of the Over-allotment Option); this shareholding will be subject to a 180-day lock-up agreement (from the date of Admission), the terms of which are described in the Prospectus.
- Approximately 90% of the Base Offer has been allocated to institutional investors and 10% has been allocated to retail investors under the Intermediaries Offer.
- Retail investors who applied for up to and including €50,000 of shares under the Intermediary Offer have been allocated in full, rounded down to the nearest whole share (c.80% of applicants). Those who applied for more than €50,000 have been allocated 11,363 shares (worth €49,997.20 at the Offer Price) plus approximately 53% of the amount applied for in excess of that figure, rounded down to the nearest whole share.
- As stabilising manager on behalf of the Underwriters, Deutsche Bank AG, London Branch, has been granted an Over-allotment Option by the Minister for Finance, exercisable no later than thirty calendar days from today, over up to 102 million Ordinary Shares, representing 15% of the Base Offer.
- Conditional dealings in Ordinary Shares will commence on the Irish Stock Exchange and the London Stock Exchange at 8:00 a.m. today.
- Admission and the commencement of unconditional dealings in Ordinary Shares are expected to take place at 8:00 a.m. on 27 June 2017.
- The Pricing Statement relating to the Offer will be submitted to the Central Bank of Ireland, and the UK Financial Conduct Authority (“FCA”) and is available free of charge during normal business hours on each business day up until Admission from the Company’s registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, from AIB’s UK office at St. Helen’s, 1 Undershaft, London EC3A 8AB and at the offices of the following intermediaries: Campbell O’Connor & Company UC, Cantor Fitzgerald Ireland Limited, J&E Davy, Goodbody Stockbrokers UC, Investec Capital & Investments (Ireland) Limited, Merrion Stockbrokers. Limited, Redmayne-Bentley LLP and Quilter Cheviot Limited. In addition, the Pricing Statement will (subject to certain restrictions) be published on the Company’s website at aib.ie.
Commenting on today’s announcement, Paschal Donohoe T.D., Minister for Finance and Public Expenditure & Reform said:
“The successful completion today of AIB’s IPO represents a significant milestone in the Government’s long-held policy to dispose of our banking investments, returning them to the private sector over time. The Offer was very well received and attracted high demand from investors everywhere it was marketed, reflecting the strength of AIB’s investment story and prospects, and the attractions of Ireland’s vibrant and growing economy. This successful IPO has created a strong platform for the State to recover all the money it has invested in AIB and to further dispose of our banking investments for the benefit of the Irish people.”
Enquiries
| Department of Finance | |||||||||||
| Des Carville
Scott Rankin +353 (0) 1 604 5322 |
|||||||||||
| Joint Global Co-ordinator and Joint Bookrunner | Joint Global Co-ordinator and Joint Bookrunner | Joint Global Co-ordinator and Joint Bookrunner | |||||||||
| BofA Merrill Lynch | Davy | Deutsche Bank | |||||||||
| Joint Bookrunner | Joint Bookrunner | Joint Bookrunner | Joint Bookrunner | Joint Bookrunner | |||||||
| Citigroup | Goldman Sachs International | Goodbody | J.P. Morgan Cazenove | UBS | |||||||
| Co-Lead Manager | Financial Adviser to the Department of Finance | ||||||||||
| Investec | Rothschild | ||||||||||
| Media Enquires | |||||||||||
| Department of Finance & Expenditure and Reform | Gordon MRM | Citigate Dewe Rogerson | |||||||||
| David Byrne
+353 (0) 86 0267978 Deborah Sweeney +353 (0) 86 8586878 |
Ray Gordon
+353 (0) 87 241 7373 |
Grant Ringshaw / Andrew Hey
+44 (0) 20 7638 9571 |
|||||||||
DISCLAIMER
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or on its accuracy, fairness or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in AIB or the Ordinary Shares.
This announcement, is not for publication or distribution, in whole or in part, directly or indirectly, in, into or from the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the “United States”), 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. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, Japan, the Republic of South Africa, Switzerland or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws of any state or other jurisdiction of the United States. The offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan, the Republic of South Africa or Switzerland. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, the Republic of South Africa or Switzerland or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa, or Switzerland. The Company does not intend to register any Ordinary Shares under the applicable securities laws of the United States or to conduct a public offering of any securities in the United States, Australia, Canada, Japan, the Republic of South Africa, or Switzerland.
This announcement is only addressed to and directed at, in member states of the European Economic Area (“EEA”) other than Ireland and the UK, persons who are qualified investors (“Qualified Investors”) within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) and any implementing measure in each relevant member state of the EEA (the “Prospectus Directive”). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in such member states with such persons and should not be relied on by anyone other than such persons.
This announcement includes statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “target”, “believes”, “estimates”, “aims”, “plans”, “predicts, “projects”, “continues”, “assumes”, “positioned”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group’s business, concerning, amongst other things, the results of operations, financial position, liquidity, prospects, growth and strategies of the Group and the industry in which it operates. These forward-looking statements include all matters that are not historical facts. Forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that the Company or the Group will generate a particular rate of return.
Each of Merrill Lynch International, J&E Davy, Deutsche Bank AG, London Branch, Morgan Stanley & Co. International plc, Goodbody Stockbrokers UC, Citigroup Global Markets Limited, Goldman Sachs International, J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove), UBS Limited, Investec Bank plc (Irish Branch) and their respective affiliates (together, the “Banks”), Rothschild, the Minister for Finance, the Company and each Group company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Any purchase of Ordinary Shares in the proposed Offer must be made solely on the basis of the information contained in the final Prospectus and before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus issued by the Company in connection with the Offer. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is given at the date of its publication (unless otherwise highlighted) and subject to change. In particular, the proposals referred to herein are tentative and are subject to material updating, revision and amendment. This announcement has not been approved by the Central Bank of Ireland, the Irish Stock Exchange, the UK Financial Conduct Authority (“FCA”) or any other competent regulatory authority.
The IPO timetable, including the date of Admission, is subject to change and may be influenced by a range of circumstances such as market conditions. There is no guarantee that admission of the Ordinary Shares to (i) the primary listing segment of the Official List of the Irish Stock Exchange and to trading on the main market for listed securities of the Irish Stock Exchange and (ii) the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange will occur and you should not base your financial decisions on the Company’s intentions in relation to any such admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the IPO. The value of Ordinary Shares can decrease as well as increase. When considering what further action you should take you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) and, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended, of the United Kingdom, or another appropriately authorised professional adviser if you are in a territory outside Ireland or the United Kingdom. Potential investors should consult a professional adviser as to the suitability of Ordinary Shares for the person concerned. Past performance cannot be relied upon as a guide to future performance.
The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.
Deutsche Bank AG, London Branch, is authorised under German Banking Law (competent authority: European Central Bank) and, in the UK, by the Prudential Regulation Authority (the “PRA”), is subject to supervision by the European Central Bank and by BaFin, Germany’s Financial Supervisory Authority, and is subject to limited regulation in the UK by the FCA and PRA. J&E Davy and Goodbody Stockbrokers UC are authorised and regulated in Ireland by the Central Bank. Goodbody Stockbrokers UC is authorised and subject to limited regulation in the UK by the FCA. Merrill Lynch International, Citigroup Global Markets Limited, Goldman Sachs International, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc and UBS Limited are authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and FCA. Investec Bank plc (Irish Branch) is authorised by the PRA in the United Kingdom and regulated by the Central Bank for conduct of business rules. Rothschild is authorised and regulated by the FCA in the United Kingdom. Other than as stated below, each of the Banks is acting exclusively for the Company and the Minister for Finance and no one else in connection with the Offer. Rothschild is acting exclusively for the Minister for Finance and no one else in connection with the Offer. Each of the Banks and Rothschild will not regard any other person (whether or not a recipient of the Prospectus) as their respective clients in relation to the Offer and will not owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than the Company and the Minister for Finance for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. Morgan Stanley & Co. International plc (in its capacity as UK Sponsor) and Goodbody Stockbrokers UC (in its capacity as Irish Sponsor) are each acting exclusively for the Company and no one else in connection with the Offer. They will not regard any other person (whether or not a recipient of the Prospectus) as a client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for giving advice in relation to the Offer or any transaction or arrangement referred to herein.
In connection with the Offer, each of the Banks and any of their respective affiliates, acting as investors for their own accounts, may purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. In addition, each of the Banks or their respective affiliates may enter into financing arrangements (including swaps and contracts for difference) with investors in connection with which the Banks or their affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Accordingly, references in the Prospectus to the Ordinary Shares being offered acquired, placed or otherwise dealt in should be read as including any offer to acquisition, placing or dealing by any of the Banks and any of their respective affiliates acting as investors for their own accounts. None of the Banks intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Banks, Rothschild or any of their respective directors, officers, employees, advisers agents, affiliates or any other person acting on their behalf accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of, the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly to the total figure given.
In connection with the Offer, Deutsche Bank AG, London Branch, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. Deutsche Bank AG, London Branch is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the Irish Stock Exchange and the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Deutsche Bank AG, London Branch or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Save as required by law or regulation, neither Deutsche Bank AG, London Branch nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.
In connection with the Offer, Deutsche Bank AG, London Branch as stabilisation manager, may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares comprised in the Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilisation period, Deutsche Bank AG, London Branch will enter into over-allotment arrangements pursuant to which Deutsche Bank AG, London Branch may purchase or procure purchasers for additional Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares comprised in the Offer (the “Over Allotment Shares”) at the offer price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by Deutsche Bank AG, London Branch, at any time on or before the 30th calendar day after the commencement of conditional trading of the Ordinary Shares on the Irish Stock Exchange and the London Stock Exchange. Any Over-allotment Shares made available pursuant to the over-allotment arrangements, including for all dividends and other distributions declared, made or paid on the Ordinary Shares, will be purchased on the same terms and conditions as the Ordinary Shares being issued or sold in the Offer and will form a single class for all purposes with the other Ordinary Shares.