Pre-Admission Announcement: ESM Schedule 1 (5666L)
02 August 2011 - 1:00PM
UK Regulatory
TIDMIPM
RNS Number : 5666L
Irish Life & Permanent Grp HldgsPLC
02 August 2011
Pre-Admission Announcement ESM Schedule 1
Announcement to be made by the ESM Applicant prior to admission
in accordance with
rule 2 of the ESM Rules for Companies
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All Applicants must complete the following
Company name Irish Life & Permanent Group
Holdings p.l.c. ("IL&PGH" or the "Company")
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Company registered address and if different, company trading
address (including postcodes)
Irish Life Centre, Lower Abbey Street, Dublin 1
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Country of incorporation Ireland
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Company website address containing all information required
by rule 26 in the ESM Rules
for Companies
www.irishlifepermanent.ie
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Company business (including main country of operation) or,
in the case of an investing company, details of its investing
strategy. If the admission is sought as a result of a reverse
takeover under rule 14 of the ESM Rules for Companies, this
should be stated
Life assurance and fund management, residential mortgage
and retail banking business in Ireland and buy-to-let mortgage
business in the UK
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Details of securities to be admitted including any restrictions
as to transfer of securities (i.e. where known, number of
shares, nominal value and issue price to which it seeks
admission and the number and type to be held as treasury
shares)
36,525,797,323 ordinary shares of EUR0.031 each
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Capital to be raised on admission (if applicable) and anticipated
market capitalisation on admission
Capital to be raised on admission: None
Anticipated market capitalisation on admission: EUR1.8 billion
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Percentage of ESM securities not in public hands on admission
> 99%
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Details of any other exchange or trading platform to which
the ex securities (or other securities of the company) are
or will be admitted or traded
None
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Full names and functions of directors and proposed directors
(underlining the first name by which each is known or including
any other name by which each is known)
Alan Cook (Chairman)
Kevin Murphy (Group Chief Executive)
David McCarthy (Group Finance Director)
Bernard Collins (Non Executive Director)
Margaret Hayes (Non Executive Director)
Roy Keenan (Non Executive Director)
Sandy Kinney (Non Executive Director)
Ray MacSharry (Non Executive Director)
Pat Ryan (Non Executive Director)
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Full names and holdings of significant shareholders, expressed
as a percentage of the issued share capital, before or after
admission (underlining the first name by which each is known
or including any other name by which each is known)
The Minister of Finance for Ireland - 99.2%
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Names of all persons to be disclosed in accordance with
schedule two, paragraph (h) of the ESM Rules for Companies
All material contractual arrangements as set out in this
heading are outlined in Section 7 of Part VI (Additional
Information) of the Circular dated 27 June 2011 which was
sent to Shareholders of ILP and is available on the Group's
website
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i anticipated accounting reference date 31
December
ii date to which the main financial information
in the admission document has been prepared
n/a
iii dates by which it must publish its first
three reports pursuant to Rules 18 and 19
in the ESM Rules for Companies
2011 Annual Report to be published by 30 June
2012
2012 Half Yearly Report to be published by
30 Sept. 2012
2012 Annual Report to be published by 30 June
2013
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Expected admission date 5 September
2011
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Name and address of ESM Adviser
Davy
Davy House
49 Dawson Street
Dublin 2
Ireland
Name and address of broker
Davy
Davy House
49 Dawson Street
Dublin 2
Ireland
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Other than in the case of a quoted Applicant, details of
where (postal or internet address) the admission document
will be available from, with a statement that this will
contain full details about the Applicant and the admission
of its securities
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n/a
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Date of notification
2 August 2011
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New/update (see note): New
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Quoted Applicants must also complete the following
The name of the ESM designated market upon which the Applicant's
securities have been traded
ILP's Ordinary Shares have been traded on the Main Securities
Market of the Irish Stock Exchange and the regulated market
for listed securities of the London Stock Exchange.
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The date from which the Applicant's securities have been
so traded
Irish Life & Permanent plc was admitted to trading on Main
Securities Market of the Irish Stock Exchange and the regulated
market for listed securities of the London Stock Exchange
(together the "Official Lists") on 27 October 1994. As part
of a Company restructuring, Irish Life & Permanent plc was
delisted from the Official Lists on 18 January 2010 and
a new holding company, Irish Life & Permanent Group Holdings
p.l.c. was admitted to trading on the Official Lists on
18 January 2010.
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Confirmation that, following due and careful enquiry, the
Applicant has adhered to any legal and regulatory requirements
involved in having its securities traded upon such a market
or details of where there has been any breach
Confirmed
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An address or web-site address where any documents or announcements
which the Applicant has made public over the last two years
(in consequence of having its securities so traded) are
available
www.irishlifepermanent.ie
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Details of the Applicant's strategy following admission
including, in the case of an investing company, details
of its investment strategy
Following admission the Company intends to refocus its banking
activities on its core Irish residential mortgage and retail
banking businesses and will continue to trade in Ireland
under the Permanent TSB brand and its strategy will be to
provide a competitive full service retail banking alternative
to the two main pillar banks. The Board will continue to
review the options relating to the possible disposal of
the Irish Life Group, with a view to maximising the value
of the Irish Life Group to the Company.
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A description of any significant change in financial or
trading position of the Applicant, which has occurred since
the end of the last financial period for which audited statements
have been published
From 31 December 2010 (being the date to which the last
audited consolidated financial statements of the Company
were prepared) to the date of this announcement, there has
been no significant change in the trading position of the
Company, save for an increase in government guarantee costs
which was driven by the funding mix and application of higher
ELG charges and the impact of persistency experience in
the Irish Life Group as outlined in the Interim Management
Statement for the Company dated 18 May 2011, and no significant
change in the financial position of the Company, save as:
(i) disclosed for changes resulting from the INBS Transaction
as referred to in note 2 to the pro forma statement of financial
position in Part IV (Unaudited Pro Forma Financial Information)
of the Circular dated 27 June 2011 which was sent to Shareholders
and is available on the Company's website
(ii) the subscription by the Minister for Finance of Ireland
for EUR2.3 billion worth of Ordinary Shares in IL&PGH as
referred to in the announcement made by the Company on 26
July 2011 a copy of which is available on the Company's
website
(iii) The issue to the Minister for Finance of EUR400 million
of Contingent Capital Tier 2 Notes due 2016 as referred
to in the announcement made by the Company on 26 July 2011
a copy of which is available on the Company's website, and
(iv) the liability management exercise undertaken by Irish
Life & Permanent plc details of which are set out in the
announcements made by the Company on 31 May, 2 June, 17
June, 1 July, 11 July and 22 July 2011,copies of which are
available on the Company's website.
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A statement that the directors of the Applicant have no
reason to believe that the working capital available to
it or its group will be insufficient for at least twelve
months from the date of its admission
In reliance on (i) the Minister for Finance of Ireland's
(the "Minister") investment of EUR2.3 billion into the Company
and the issue of EUR400 million of Contingent Capital Tier
2 Notes to the Minister (ii) standby State investment of
up to an additional EUR1.1 billion to the Company in the
event or to the extent that the proposed asset disposals
(including the possible disposal of the Irish Life Group),
the Liability Management Exercise, the use by the Minister
of the Stabilisation Act and alternative measures for burden
sharing with bondholders through the introduction of new
or amending legislation (subject to the statutory requirements
in place at the relevant time being satisfied) or otherwise
do not together generate EUR1.1 billion of Core Tier 1 Capital
and (iii) the Board's expectation of the continued liquidity
and other financial support to ILP by the Central Bank of
Ireland and the European Central Bank, the directors of
ILP have no reason to believe that the working capital available
to it or its group will be insufficient for at least 12
months following its admission to the ESM.
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Details of any lock-in arrangements pursuant to rule 7 of
the ESM Rules for Companies
None
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A brief description of the arrangements for settling the
Applicant's securities
Shareholders accounts will continue to settle in CREST,
with no change to existing arrangements
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A website address detailing the rights attaching to the
Applicant's securities
www.irishlifepermanent.ie
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Information equivalent to that required for an admission
document which is not currently public
N/A
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A website address of a page containing the Applicant's latest
annual report and accounts which must have a financial year
end not more then nine months prior to admission and fully
audited interim results where applicable. The accounts must
be prepared according to Irish, UK or US
GAAP or international accounting standards.
www.irishlifepermanent.ie
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The number of each class of securities held in treasury
None
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Note: this field should indicate that the announcement is
'new' and all relevant fields should be completed. Otherwise
where the form is required to be completed in respect of
an 'update' announcement, this should be indicated. In such
cases, all the original information should be included with
any amended fields emboldened.
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Submit completed form for market dissemination to announcements@ise.ie
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This information is provided by RNS
The company news service from the London Stock Exchange
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