Allied Irish Banks, p.l.c.
NYSE : AIB
LSE : ALBK

May 11, 2011 05:49 ET

AIB - Announces Intention to Launch an Offer to Purchase for Cash and a Solicitation of Consents in Relation to Its Outstanding Tier 1 and Tier 2 Securities

DUBLIN, IRELAND--(Marketwire - May 11, 2011) - Allied Irish Banks, p.l.c. ("AIB") (NYSE: AIB)


ALLIED IRISH BANKS, P.L.C. (THE "BANK")


ANNOUNCES INTENTION TO LAUNCH AN OFFER TO PURCHASE FOR CASH AND A SOLICITATION OF CONSENTS IN RELATION TO ITS OUTSTANDING TIER 1 AND TIER 2 SECURITIES

The Bank hereby announces that:

(i) it intends to invite holders ("Holders") who are eligible to (a) tender any and all of the Notes (as set out below under the heading Description of the Notes, the "Notes"), the RCIs (as set out below under the heading Description of the RCIs, the "RCIs") and the PPS (as set out below under the heading Description of the PPS, the "PPS" and together with the Notes and the RCIs, the "Securities" and each series thereof, a "Series") for purchase by the Bank for cash and (b) consent (the "AIB Consent Invitation") to certain modifications of the terms of the Notes and the RCIs (together, the "AIB Offer); and

(ii) AIB G.P. No. 1 Limited ("AIB GP") intends to invite Holders of the PPS to consent (the "LP Consent Invitation" and together with the AIB Consent Invitation, the "Consent Invitations" and each a "Consent Invitation") to certain modifications of the terms of the PPS (together with the Bank's invitation to such Holders, the "LP Offer" and together with the AIB Offer, the "Offers" and each an "Offer").

The Offers will be made upon the terms and subject to the conditions contained in a tender and consent memorandum expected to be dated 13 May 2011 (the "Tender and Consent Memorandum").The Offers will be made available to all Holders (including Holders who are U.S. persons and/or located in the United States), subject to compliance with all relevant securities laws, including United States securities laws.

On 13 April 2011 the Minister made a proposed subordinated liabilities order under Section 28 of the Credit Institutions (Stabilisation) Act 2010 (the "Stabilisation Act") in respect of the Securities. On 14 April 2011 the High Court of Ireland (the "High Court") made a subordinated liabilities order in respect of the Securities (the "SLO") pursuant to Section 29 of the Stabilisation Act. The purpose of the SLO is to make certain amendments to the terms of the Securities, further details of which are set out in the announcement made by AIB on 14 April 2011.

Two of the Holders of certain Series of the Securities have since challenged the making of the SLO in proceedings before the High Court. The High Court has set a date of 2 June 2011 to hear the challenges. No assurance can be given as to when the hearing of the challenges will conclude or as to when any judgment will be delivered following such hearing or the timing in relation to any appeal process that may be pursued following any such judgment.

Pursuant to the Offers, the Bank expects that it will pay the relative amount set out below against each Series of Notes, RCIs or PPS, as applicable (in each case the "Purchase Price") accepted by the Bank for purchase pursuant to the relevant Offer.

The Consent Invitations will invite Holders to consider an extraordinary resolution (each an "Extraordinary Resolution") to amend the terms and conditions of their Notes, RCIs or PPS, as the case may be, to:

(i) provide for the issuer of each Series of Notes, RCIs or PPS to have the option to redeem or purchase all, but not some only, of the relevant Notes, RCIs or PPS (as applicable) remaining (if any) on completion of the Offers at a price equal to EUR0.01 per EUR1,000, £0.01 per £1,000 or U.S.$0.01 per U.S.$1,000, in each case in nominal amount of the relevant Notes, RCIs or PPS; and

(ii) in relation to the PPS, to provide for the terms of the PPS (or the guarantees in respect thereof) to be amended to remove any restriction on any repurchase or redemption by the Bank of junior or parity securities in the event that the Bank elects not to pay any scheduled distributions on the relevant PPS.

The submission of a valid instruction to tender Notes, RCIs or PPS, as the case may be, in the Offers will automatically act as such Holder's consent to the relevant Extraordinary Resolution.

No amount will be paid by the Bank or any other person pursuant to the Offers in respect of any accrued interest or arrears of interest on the Securities.

The Offers will consist of separate offers for each Series of Notes, the RCIs and each Series of PPS and the purchase of any Notes, RCIs or PPS will not be conditional on the purchase of any other Notes, RCIs or PPS or on a minimum principal amount of any Notes, RCIs and/or PPS being acquired (subject, where applicable, to the passing of the relevant Extraordinary Resolution to permit the relevant purchase).


Description of the   Common      Outstanding        Amount      Tender
Notes                code/ISIN   nominal            subject to  Purchase
                                 amount             the AIB     Price
                                                    Offer

£350,000,000        018077850/    £145,000          Any and    £250 for
Subordinated        XS0180778507                    all        each £1,000
Callable                                                       in nominal
Fixed/Floating Rate                                            amount
Notes due 2030

U.S.$400,000,000    019799387/    U.S.$39,316,000   Any and    U.S.$250 for
Dated Callable                                      all        each
Step-Up             XS0197993875                               U.S.$1,000
Subordinated Notes                                             in nominal
due 2015                                                       amount

EUR400,000,000        020884592/   EUR48,534,000    Any and    EUR250 for
Subordinated                                        all       each EUR1,000
Callable Step-Up    XS0208845924                               in nominal
Floating Rate Notes                                            amount
due 2015

£500,000,000        021410705/     £1,261,000       Any and    £250 for
Subordinated        XS0214107053                    all        each £1,000
Callable                                                       in nominal
Fixed/Floating Rate                                            amount
Notes due 2025

EUR500,000,000        023249839/   EUR75,215,000    Any and    EUR250 for
Callable            XS0232498393                    all       each EUR1,000
Subordinated Step-                                             in nominal
Up Floating Rate                                               amount
Notes due 2017

£700,000,000        036806893/    £35,357,000       Any and    £250 for
Callable Dated      XS0368068937                    all        each £1,000
Subordinated Fixed                                             in nominal
to Floating Rate                                               amount
Notes due July 2023

£368,253,000 12.5   043595768/    £215,963,000      Any and    £250 for
per cent.           XS0435957682                    all        each £1,000
Subordinated Notes                                             in nominal
due 25 June 2019                                               amount

EUR868,518,000 12.5   043595318/  EUR628,448,000    Any and    EUR250 for
per cent.           XS0435953186                    all       each EUR1,000
Subordinated Notes                                             in nominal
due 25 June 2019                                               amount

EUR419,070,000 10.75  049853211/  EUR217,920,000    Any and    EUR225 for
per cent.                                           all       each EUR1,000
Subordinated Notes  XS0498532117                               in nominal
due 2017                                                       amount

U.S.$177,096,000    049853017/    U.S.$108,104,999  Any and    U.S.$225 for
10.75 per cent.                                     all        each
Subordinated Notes  XS0498530178                               U.S.$1,000
due 2017                                                       in nominal
                                                               amount

£1,096,645,000      049853106/    £385,344,000      Any and    £225 for
11.50 per cent.                                     all        each £1,000
Subordinated Notes  XS0498531069                               in nominal
due 2022                                                       amount

EUR200,000,000        010032598/   EUR53,793,000    Any and    EUR100 for
Perpetual           XS0100325983                    all       each EUR1,000
Subordinated                                                   in nominal
Callable Step-Up                                               amount
Notes

£400,000,000        022740962/      £58,608,000     Any and    £100 for
Perpetual Callable  XS0227409629                    all        each £1,000
Step-Up                                                        in nominal
Subordinated Notes                                             amount

U.S.$100,000,000    IE0000189625    U.S.$100,000,000 Any and   U.S.$100 for
Subordinated                                         all       each
Primary Capital                                                U.S.$1,000
Perpetual Floating                                             in nominal
Rate Notes                                                     amount




Description of    Common code/    Outstanding       Amount       Tender
the RCIs          ISIN            nominal amount    subject to   Purchase
                                                    the AIB      Price
                                                    Offer

EUR500,000,000     0120950515/    EUR240,435,000   Any and all  EUR100 for
7.50 per cent.                                                each EUR1,000
Step-Up Callable  XS0120950158                                  in nominal
Perpetual Reserve                                               amount
Capital
Instruments



Description of the  Common code/  Outstanding      Amount      Tender
PPS                 ISIN          nominal amount   subject to  Purchase
                                                   the AIB     Price
                                                   Offer

AIB UK I LP         020810505/    EUR191,398,000  Any and all EUR100 for
EUR1,000,000,000    XS0208105055                              each EUR1,000
Fixed Rate/Floating                                           in nominal
Rate Guaranteed                                               amount
Non-voting Non-
cumulative
Perpetual Preferred
Securities

AIB UK 2 LP         025773403/    EUR95,041,000   Any and all EUR100 for
EUR500,000,000 Fixed                                          each EUR1,000
Rate/Floating Rate  XS0257734037                              in nominal
Guaranteed Non-                                               amount
voting Non-
cumulative
Perpetual Preferred
Securities

AIB UK 3 LP         025757106/    £36,728,000     Any and all £100 for
£350,000,000 Fixed                                            each £1,000
Rate/Floating Rate  XS0257571066                              in nominal
Guaranteed Non-                                               amount
voting Non-
cumulative
Perpetual Preferred
Securities

The following table sets out the expected dates and times of the key events relating to the Offers. This is an indicative timetable and is subject to change and confirmation in the Tender and Consent Memorandum.

Date and time                         Event

Friday, 13 May 2011                   Expected launch date of the Offers


Monday, 13 June 2011 at midnight      Earliest expected expiration deadline
(New York time)

Tuesday, 14 June 2011                 Earliest expected preliminary results
                                      announcement


Thursday, 16 June 2011                Earliest expected meeting dates in
                                      relation to the applicable Consent
                                      Invitation


As soon as reasonably practicable     Earliest expected announcement of
after conclusion of the Meetings      results of meetings and Offers


Friday, 17 June 2011                  Earliest expected settlement date

The Bank intends, so far as it is able and to the extent that it is consistent with the Bank's broader objectives, to accommodate an orderly unwind of credit default swap positions in respect of the Securities within the structure of, and timetable for, the Offers. Accordingly, in order to facilitate this process, the Bank may provide for a settlement date in respect of one of the Series of Notes to be later than the settlement date for all other Series of Securities.

Requests for information in relation to this announcement and the proposed Offers should be directed to the Dealer Manager appointed for the purpose of the Offers:

                               THE DEALER MANAGER

                          J.P. Morgan Securities Ltd.
                                125 London Wall
                                London EC2Y 5AJ
                                 United Kingdom

                         For information by telephone:
                              +44 (0) 20 7777 1333
                    Attention: Ryan O'Grady - FIG Syndicate
                         Email:  ryan.ogrady@jpmorgan.com 

                         For information by telephone:
                              +44 (0) 20 7779 2468
               Attention: Sebastien Bamsey - Liability Management
                    Email:   sebastien.m.bamsey@jpmorgan.com 

DISCLAIMER

No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. Nothing in this announcement constitutes an invitation to participate in the Offers which will only be made through the Tender and Consent Memorandum once published. The terms and conditions of the Offers will be as set out in the Tender and Consent Memorandum.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Bank and the Dealer Manager to inform themselves about and to observe any such restrictions.

OFFER RESTRICTIONS

This announcement does not constitute an offer to buy or a solicitation of an offer to sell Notes, RCIs or PPS, and tenders of Notes, RCIs or PPS pursuant to this announcement will not be accepted from Holders.

United Kingdom

The communication of this announcement is not being made and has not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly this announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement as a financial promotion is only being made to persons within 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 "Order") or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated. Italy

This announcement has not been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations, and may only be made or promoted, directly or indirectly, in or into the Republic of Italy ("Italy") pursuant to an exemption from the rules governing public purchases or exchange offers (offerte pubbliche di acquisto o scambio) as defined in article 1, paragraph 1, letter v of Italian Legislative Decree no. 58 of February 24, 1998, as amended.

Belgium

This announcement has not been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen). Accordingly, this announcement has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Public Offer Law, acting on their own account. Insofar as Belgium is concerned, this announcement has been issued only for the personal use of the above qualified investors. Accordingly, the information contained in this announcement may not be used for any other purpose or disclosed to any other person in Belgium. France

This announcement has not been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to receive it. This announcement has not been and will not be submitted to nor approved by the Autorité des Marchés Financiers.

Ireland

This announcement must not be distributed except in conformity with the provisions of Irish laws and regulations including (i) the Irish Companies Acts 1963 to 2009, (ii) the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (iii) the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) of Ireland and (iv) the Market Abuse (Directive 2003/6/EC) Regulations 2005 of Ireland.


This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that:

(i) the releases contained herein are protected by copyright and other applicable laws; and

(ii) they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Allied Irish Banks, p.l.c. via Thomson Reuters ONE

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