SOURCE: Allied Irish Banks, p.l.c.

June 16, 2011 14:25 ET

Allied Irish Banks, p.l.c. Announces the Results of Its Offers to Purchase for Cash

DUBLIN, IRELAND--(Marketwire - Jun 16, 2011) - Allied Irish Banks, p.l.c. ("AIB") (NYSE: AIB)

any and all of its outstanding

£350,000,000 Subordinated Callable Fixed/Floating Rate Notes due 2030 (ISIN: XS0180778507)
(the "2030 Sterling Notes")

U.S.$400,000,000 Dated Callable Step-Up Subordinated Notes due 2015 (ISIN: XS0197993875)
(the "2015 Dollar Notes")

EUR 400,000,000 Subordinated Callable Step-Up Floating Rate Notes due 2015 (ISIN: XS0208845924)
(the "2015 Euro Notes")

£500,000,000 Subordinated Callable Fixed/Floating Rate Notes due 2025 (ISIN: XS0214107053)
(the "2025 Sterling Notes")

EUR 500,000,000 Callable Subordinated Step-Up Floating Rate Notes due 2017 (ISIN: XS0232498393)
(the "2017 Euro Floating Rate Notes")

£700,000,000 Callable Dated Subordinated Fixed to Floating Rate Notes due July 2023 (ISIN: XS0368068937)
(the "2023 Sterling Notes")

£368,253,000 12.5 per cent. Subordinated Notes due 25 June 2019 (ISIN: XS0435957682)
(the "2019 Sterling Notes")

EUR 868,518,000 12.5 per cent. Subordinated Notes due 25 June 2019 (ISIN: XS0435953186)
(the "2019 Euro Notes")

EUR 419,070,000 10.75 per cent. Subordinated Notes due 2017 (ISIN: XS0498532117)
(the "2017 Euro Notes")

U.S.$177,096,000 10.75 per cent. Subordinated Notes due 2017 (ISIN: XS0498530178)
(the "2017 Dollar Notes")

£1,096,645,000 11.50 per cent. Subordinated Notes due 2022 (ISIN: XS0498531069)
(the "2022 Sterling Notes")

EUR 200,000,000 Perpetual Subordinated Callable Step-Up Notes (ISIN: XS0100325983)
(the "Perpetual Euro Notes")

£400,000,000 Perpetual Callable Step-Up Subordinated Notes (ISIN: XS0227409629)
(the "Perpetual Sterling Notes")

EUR 500,000,000 7.50 per cent. Step-Up Callable Perpetual Reserve Capital Instruments (ISIN: XS0120950158)
(the "Perpetual RCIs")

U.S.$100,000,000 Subordinated Primary Capital Perpetual Floating Rate Notes (ISIN: IE0000189625)
(the "Perpetual Dollar Notes" and, together with the 2030 Sterling Notes, the 2015 Dollar Notes,
the 2015 Euro Notes, the 2025 Sterling Notes, the 2017 Euro Floating Rate Notes, the 2023 Sterling Notes, the 2019 Sterling Notes, the 2019 Euro Notes, the 2017 Euro Notes, the 2017 Dollar Notes, the 2022 Sterling Notes, the Perpetual Euro Notes, the Perpetual Sterling Notes and the Perpetual RCIs, the "Notes")

and

any and all of the outstanding

AIB UK I LP EUR 1,000,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative
Perpetual Preferred Securities having the benefit of a subordinated guarantee
of Allied Irish Banks, p.l.c. (ISIN: XS0208105055)
(the "AIB UK I PPS")

AIB UK 2 LP EUR 500,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative
Perpetual Preferred Securities having the benefit of a subordinated guarantee
of Allied Irish Banks, p.l.c. (ISIN: XS0257734037)
(the "AIB UK 2 PPS")

AIB UK 3 LP £350,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative
Perpetual Preferred Securities having the benefit of a subordinated guarantee
of Allied Irish Banks, p.l.c. (ISIN: XS0257571066)

(the "AIB UK 3 PPS" and, together with the AIB UK I PPS and the AIB UK 2 PPS, the "PPS")

ALLIED IRISH BANKS, P.L.C. AND AIB G.P. No. 1 LIMITED ANNOUNCE THE RESULTS OF THE MEETINGS OF HOLDERS OF THE ABOVE NOTES AND PPS

On 13 May 2011, Allied Irish Banks, p.l.c. (the "Bank") announced that it was inviting all holders of the Notes (subject to the invitation restrictions set out in the Tender and Consent Memorandum (as defined below)) to (i) tender any and all of the Notes for purchase by the Bank for cash, and (ii) consent (the "AIB Consent Invitation") to certain modifications of the terms of the Notes (together, the "AIB Offer").

The Bank also announced that it was inviting holders (subject to the invitation restrictions set out in the Tender and Consent Memorandum) to tender any and all of the PPS for purchase by the Bank for cash.

In addition on the same date, AIB G.P. No. 1 Limited ("AIB GP") announced that it was inviting all holders of the PPS (subject to the invitation restrictions set out in the Tender and Consent Memorandum) 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 were made upon the terms and subject to the conditions contained in the tender and consent memorandum dated 13 May 2011 (the "Tender and Consent Memorandum").

In conjunction with the invitation to tender any and all of the Notes or PPS, as applicable, each of the Bank (in respect of the Notes) and AIB GP (in respect of the PPS) invited holders of each Series of Notes and PPS (subject to the invitation restrictions set out in the Tender and Consent Memorandum) to consider, and, if thought fit, pass, the relevant Extraordinary Resolution (each an "Extraordinary Resolution") in relation to certain modifications of the terms of each Series of the Notes and/or PPS (and the guarantees in respect of the PPS) as further described in the Tender and Consent Memorandum.

This announcement is made in accordance with the Tender and Consent Memorandum. Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Tender and Consent Memorandum.

The Bank hereby announces the aggregate nominal amount of each Series of Notes (other than the 2015 Euro Notes, the 2023 Sterling Notes and the 2017 Euro Notes, together the "Delayed Settlement Notes") and PPS accepted for purchase pursuant to the relevant Offer.

The Bank and AIB GP announce whether the Extraordinary Resolutions in relation to each Series of Notes (other than the Delayed Settlement Notes) and PPS have passed.

Description of the NotesCommon code/ISINOutstanding nominal amount prior to settlement of the AIB OfferAggregate nominal amount of Notes accepted for purchaseResults of the Extraordinary Resolutions in respect of the Notes
£350,000,000 Subordinated Callable Fixed/Floating Rate Notes due 2030018077850/
XS0180778507
£145,000£145,000Passed
U.S.$400,000,000 Dated Callable Step-Up Subordinated Notes due 2015019799387/
XS0197993875
U.S.$39,316,000U.S.$38,359,000Passed
£500,000,000 Subordinated Callable Fixed/Floating Rate Notes due 2025021410705/
XS0214107053
£1,261,000£125,000Not passed
EUR 500,000,000 Callable Subordinated Step-Up Floating Rate Notes due 2017023249839/
XS0232498393
EUR 75,215,000EUR 49,930,000Meeting adjourned for want of a quorum
£368,253,000 12.5 per cent. Subordinated Notes due 25 June 2019043595768/
XS0435957682
£215,963,000£41,103,000Not passed
EUR 868,518,000 12.5 per cent. Subordinated Notes due 25 June 2019043595318/ XS0435953186EUR 628,448,000EUR 588,498,000Passed
U.S.$177,096,000 10.75 per cent. Subordinated Notes due 2017049853017/
XS0498530178
U.S.$108,105,000$93,510,000Passed
£1,096,645,000 11.50 per cent. Subordinated Notes due 2022049853106/
XS0498531069
£385,344,000£384,294,000Passed
EUR 200,000,000 Perpetual Subordinated Callable Step-Up Notes010032598/ XS0100325983EUR 53,793,000EUR 53,515,000Passed
£400,000,000 Perpetual Callable Step-Up Subordinated Notes022740962/ XS0227409629£58,608,000£58,558,000Passed
EUR 500,000,000 7.50 per cent. Step-Up Callable Perpetual Reserve Capital Instruments0120950515/
XS0120950158
EUR 240,435,000EUR 229,509,000Passed
U.S.$100,000,000 Subordinated Primary Capital Perpetual Floating Rate Notes001056093/
IE000018962
U.S.$100,000,000$98,980,000Passed
Description of the PPSCommon code/ISINOutstanding nominal amount prior to settlement of the LP OfferAggregate nominal amount of PPS validly tenderedResults of the Extraordinary Resolutions in respect of the PPS
AIB UK I LP EUR 1,000,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities020810505/
XS0208105055
EUR 191,398,000EUR 187,390,000Passed
AIB UK 2 LP EUR 500,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities025773403/
XS0257734037
EUR 95,041,000EUR 94,624,000Passed
AIB UK 3 LP £350,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities025757106/
XS0257571066
£36,728,000£36,728,000Passed

Payment of the Purchase Price in respect of Notes (other than the Delayed Settlement Notes) and PPS validly tendered in the relevant Offer and accepted for purchase is expected to be made on Friday, 17 June 2011.

GENERAL

Holders are advised to read carefully the Tender and Consent Memorandum for full details of, and information on, the Offers. Requests for information in relation to the Offers should be directed to the Dealer Manager:

THE DEALER MANAGER

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

For information by telephone:
+44 (0) 20 7779 2468
Attention: Ryan O'Grady - FIG Syndicate
Email: ryan.ogrady@jpmorgan.com

For information by telephone: +44 (0) 20 7777 1333
Attention: Sebastien Bamsey - Liability Management
Email: sebastien.m.bamsey@jpmorgan.com

Requests for information, documents or materials relating to the Offers should be directed to the Tender and Tabulation Agent:

THE TENDER AND TABULATION AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom

For information by telephone: +44 20 7704 0880
For information by facsimile: +44 20 7067 9098
Attention: Yves Theis / David Shilson
Email: aib@lucid-is.com

This announcement must be read in conjunction with the Tender and Consent Memorandum.

This announcement does not constitute an offer to sell or buy or the solicitation of an offer to sell or buy the Notes or PPS.

Contact Information

  • For information by telephone:
    +44 (0) 20 7779 2468
    Attention:
    Ryan O'Grady
    FIG Syndicate
    Email: ryan.ogrady@jpmorgan.com

    For information by telephone:
    +44 (0) 20 7777 1333
    Attention:
    Sebastien Bamsey
    Liability Management
    Email: sebastien.m.bamsey@jpmorgan.com

    For information by telephone:
    +44 20 7704 0880
    For information by facsimile:
    +44 20 7067 9098
    Attention:
    Yves Theis / David Shilson
    Email: aib@lucid-is.com