NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
27 June 2024
Disposal of approximately 5% of AIB Group plc
Further to the announcement on 26 June 2024, the Minister for Finance, Jack Chambers TD announces the successful completion of the disposal of part of the Irish State's shareholding in AIB Group plc (the "Company"). The disposal was effected by way of a placing (the "Placing") of shares (the "Placing Shares") in an accelerated book building process to institutional investors.
In summary, following settlement of the Placing which will take place on or before 1 July 2024:
• The shareholding of the Irish State will be reduced from 738.3 million ordinary shares, representing approximately 30.5% of the ordinary share capital of the Company, to 617.3 million ordinary shares, representing approximately 25.5 % of the ordinary share capital.
• Accordingly, the overall size of the State's shareholding will be reduced by approximately 5.0%.
• The Placing price was €4.90 per share. As a result, the gross proceeds from the sale of the Placing Shares will be €592.9 million. Upon settlement, this sum will be returned to the Ireland Strategic Investment Fund pending further consideration by the Minister.
• BofA Securities, Citi and Morgan Stanley acted as Joint Bookrunners in connection with the Placing.
• The Minister for Finance has undertaken to the Joint Bookrunners not to sell further shares in the Company for the period of 90 calendar days following the completion of the Placing without the prior written consent of the Joint Bookrunners. While this undertaking also applies to any sales through the Minister's trading plan announced by way of Regulatory News Service on 21 December 2021, extended on 23 June 2022, 5 January 2023 and 27 June 2023, and further extended on 8 January 2024, it will only do so for the period of 30 calendar days following the completion of the Placing.
• The Minister also expects to extend the AIB share trading plan managed by Merrill Lynch International ("MLI") for a further six-month term in the coming days. Following the extension, which would come into effect following the expiration of the 30-day period referred to above, the trading plan would terminate no later than 23 January 2025 (unless further extended). The trading plan would continue to include provisions that (a) the Minister's intention is to target that up to, but no more than, 15% of the expected aggregate total trading volume in the Company's shares is to be sold over the duration of the trading plan, and (b) shares may not be sold under the trading plan below a certain price per share, which the Department of Finance has determined represents fair value and delivers best value for the taxpayer throughout the term of the trading plan. The actual number of shares sold will depend on market conditions, among other factors. Proceeds generated from the latest phase of the AIB trading plan amount to approximately €617 million. In total, approximately €1.45 billion has been raised from the AIB trading plan since it became operational in January 2022.
• N.M. Rothschild & Sons Limited ("Rothschild & Co") is acting as independent financial adviser and William Fry LLP and Allen Overy Shearman Sterling LLP are acting as legal counsel to the Department of Finance in connection with the sale.
Enquiries:
Brian Meenan, Press Officer, Department of Finance, +3531 6045875 or + 353 872198857
Important Information
This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities of the Company in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful. The shares sold pursuant to the Placing have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under any securities laws of any state or jurisdiction of the United States and may not be offered or sold in the United States absent registration or an exemption from registration. There was no public offering of securities in the United States.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly
or indirectly in or into the United States of America, 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. Any failure to comply with this restriction may constitute a violation of the securities laws of any such jurisdiction.
BofA Securities Europe SA ("BofA Securities") is authorized as an investment firm by the Autorité de Contrôle Prudentiel et de Résolution ("ACPR"), is regulated by the ACPR and the Autorité des Marchés Financiers, and is not a credit institution, Citigroup Global Markets Limited and Morgan Stanley & Co. International plc are authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA in the United Kingdom (together with BofA Securities, the "Joint Bookrunners") and N.M. Rothschild & Sons Limited (the "Adviser") is authorised and regulated by the FCA in the United Kingdom. Each of the Joint Bookrunners and the Adviser are acting on behalf of the Minister for Finance and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of their respective clients or for providing advice to any other person in relation to any offering of the Placing Shares. None of the Joint Bookrunners nor the Adviser will regard any other person as its client in relation to the offering of the Placing Shares. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Joint Bookrunners, the Adviser or by any of their respective affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Minister for Finance, the Company, the Placing Shares, the Placing or any of the arrangements described herein, and any liability therefor is expressly disclaimed.
No Placing Shares will be available to any investor whose purchase of such Placing Shares, whether on its own account or as a fiduciary or agent for one or more investor accounts, would require regulatory consent in any jurisdiction (including, without limitation, under the UK Financial Services and Markets Act 2000 or the United States Bank Holding Company Act of 1956).
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