TIDMIPM TIDM74SV
RNS Number : 0935M
Irish Life & Permanent Grp HldgsPLC
10 August 2011
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
Irish Life & Permanent plc (IL&P)
Subordinated Bond Tender Offer - Delayed Settlement Notes -
Preliminary Results
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Tender Offer Memorandum.
On 2(nd) June 2011, IL&P announced tender offers in respect
of certain series of outstanding Lower Tier 2 Debt Securities (with
a nominal outstanding value of EUR218million) (the "Initial Delayed
Settlement Notes"). On 21 July 2011 IL&P announced that the
tender offers were to be amended such that they related to and
included a further four series of Lower Tier 2 Debt Securities
(with a nominal outstanding value of EUR80million) (the "Additional
Delayed Settlement Notes" and together with the Initial Delayed
Settlement Notes, the "Notes").
Holders of the Notes have until 10.00 a.m. (London time) on
24(th) August 2011 to submit offers to sell their Notes to IL&P
at a price equal to 17.5% of their nominal value. Holders of the
Notes who submitted offers to sell their Notes prior to 4.00pm
(London time) on 9(th) August 2011 may instead (subject to
completion of the relevant Offer) be entitled to receive an early
tender price of 20% of the nominal amount of the Notes.
Details of the nominal amount offered for sale in respect of
each series of Notes as at the Early Tender Deadline are set out
below:
Nominal
Amount offered
for sale
as at the
Outstanding Early Tender
Description Nominal Amount Deadline
Common Code / ISIN of the Notes (EUR) (EUR)
-------------------- -------------------- ---------------- ----------------
Index Linked
Notes due August
XS0133963024 2011 18,000,000 7,500,000
-------------------- -------------------- ---------------- ----------------
Step-Up Floating
Rate Subordinated
XS0236617055 Notes due 2015 200,000,000 178,780,000
-------------------- -------------------- ---------------- ----------------
Fixed Rate Notes
due 28 November
XS0235369864 2035 10,000,000 10,000,000
-------------------- -------------------- ---------------- ----------------
Fixed Rate and
CMS30-Linked
Floating Rate
Subordinated
XS0370858390 Notes due 2018 5,000,000 5,000,000
-------------------- -------------------- ---------------- ----------------
Callable
Subordinated
Floating Rate
XS0373051209 Notes due 2018 45,000,000 45,000,000
-------------------- -------------------- ---------------- ----------------
Callable
Subordinated
Floating Rate
XS0373051894 Notes due 2018 20,000,000 20,000,000
-------------------- -------------------- ---------------- ----------------
IL&P is under no obligation to accept any tender of Notes
for purchase pursuant to the Offers. Tenders of Notes for purchase
may be rejected in the sole discretion of IL&P for any reason
and IL&P is under no obligation to Noteholders to furnish any
reason or justification for refusing to accept a tender of Notes
for purchase. For example, tenders of Notes may be rejected if the
relevant Offer is terminated, if any such tender does not, in the
sole determination of IL&P, comply with the requirements of a
particular jurisdiction or if IL&P decides not to accept any
tenders of Notes should any or all of the Extraordinary Resolutions
not be passed or for any other reason.
Holders who have submitted offers to sell their Notes to
IL&P have automatically delivered a vote in favour of an
extraordinary resolution (together the "Extraordinary
Resolutions"), proposed in respect of each series of Notes, as
described in the relevant notices of meeting issued by IL&P on
2 June 2011 and 22 July 2011 (the "Proposals").
The terms of the Extraordinary Resolutions provide for certain
modifications to the terms and conditions of the Notes of each
series (the "Conditions") to provide for IL&P to have the
option to redeem (the "Issuer Call") all, but not some only, of the
Notes of the relevant series remaining (if any) on completion of
the relevant tender offer, at an early redemption price of 0.001
per cent. of the nominal amount of the relevant Notes. No accrued
interest will be payable in respect of any Notes redeemed pursuant
to the relevant Issuer Call.
The full terms of the Offers and the Proposals are set out in a
Tender Offer Memorandum dated 2 June 2011 as supplemented by an
announcement dated 22 July 2011, a copy of each of which is
available upon request by eligible holders to the Tender Agent, the
details for whom are set out below.
Requests for information in relation to the Offers or the
Proposals should be directed to:
Dealer Manager
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7545 8011
Attention: Liability Management Group
Email: liability.management@db.com
Requests for information in relation to the procedures for tendering
Notes and participating in the Offers, and the submission of
a Tender Instruction or a Voting Only Instruction in respect
of the Proposals should be directed to:
The Tender Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Telephone: +44 20 7704 0880
Attention: Sunjeeve Patel / David Shilson
Email: irishlife@lucid-is.com
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to any Offer or
Proposal. If any Noteholder is in any doubt as to the action it
should take or is unsure of the impact of the implementation of any
Proposal or Extraordinary Resolution to be proposed at a Meeting,
it is recommended to seek its own financial and legal advice,
including as to any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other
independent financial or legal adviser. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to tender Notes in the relevant
Offer(s) or otherwise participate in the relevant Proposal(s). None
of the Dealer Manager, the Tender Agent, IL&P or the Trustee
makes any recommendation as to whether Noteholders should tender
Notes in the relevant Offer(s) or otherwise participate in the
relevant Proposal(s).
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or a solicitation of an offer to sell
Notes (and tenders of Notes for purchase pursuant to the Offers
will not be accepted from Noteholders) in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
an Offer to be made by a licensed broker or dealer and the Dealer
Manager or any of its affiliates is such a licensed broker or
dealer in any such jurisdiction, such Offer shall be deemed to be
made by the Dealer Manager or such affiliate, as the case may be,
on behalf of IL&P in such jurisdiction.
The distribution of this announcement and/or the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum comes are required by IL&P, the Dealer Manager
and the Tender Agent to inform themselves about, and to observe,
any such restrictions.
Italy: None of the Offers, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been submitted to the clearance procedures of the Commissione
Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian
laws and regulations. The Offers are being carried out in Italy as
exempted offers, pursuant to article 101-bis, paragraph 3-bis of
the Legislative Decree No. 58 of 24 February 1998, as amended (the
Financial Services Act) and (a) in the case of all Offers other
than the Offer in respect of the Series 489 Notes, article 35-bis,
paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May
1999, as amended (the Issuers' Regulation) or (b) in the case of
the Offer in respect of the Series 489 Notes, article 35-bis,
paragraph 3 of the Issuers' Regulation.
Holders or beneficial owners of the Notes (other than the Series
489 Notes) that are located in Italy may tender their Notes (other
than the Series 489 Notes) for purchase through authorised persons
(such as investment firms, banks or financial intermediaries
permitted to conduct such activities in the Republic of Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
16190 of 29 October 2007, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended)
(authorised persons) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other
Italian authority.
In the case of the Series 489 Notes, the relevant Offer is not
available to investors located in Italy that do not qualify as
qualified investors (investitori qualificati), as defined pursuant
to Article 100 of the Financial Services Act and Article 34-ter,
paragraph 1, letter b) of the Issuers' Regulation (Ineligible
Italian Investors). Ineligible Italian Investors may not tender
Series 489 Notes in the relevant Offer, and neither this Tender
Offer Memorandum nor any other documents or materials relating to
the Series 489 Notes or the Offer in respect of the Series 489
Notes may be distributed or made available to Ineligible Italian
Investors. Holders or beneficial owners of the Notes that are
located in Italy and qualify as qualified investors (investitori
qualificati) can tender Series 489 Notes for purchase through
authorised persons and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other
Italian authority.
United Kingdom: The communication of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offers is not being made, and such documents and/or
materials have not been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the Financial Promotion Order)) or persons who are within
Article 43(2) of the Financial Promotion Order or any other persons
to whom it may otherwise lawfully be made under the Financial
Promotion Order.
Other: Restrictions apply in certain other jurisdictions
including Ireland, France and Belgium, as specified in the Tender
Offer Memorandum.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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