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

May 13, 2011 09:26 ET

Allied Irish Banks, P.L.C. (The "Bank") Announces Offer to Purchase for Cash

DUBLIN, IRELAND--(Marketwire - May 13, 2011) -


Allied Irish Banks, p.l.c. ("AIB") [NYSE:AIB]


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


ANNOUNCES OFFER TO PURCHASE FOR CASH

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")

EUR400,000,000 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")

EUR500,000,000 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")

EUR868,518,000 12.5 per cent. Subordinated Notes due 25 June 2019 (ISIN: XS0435953186) (the "2019 Euro Notes")

EUR419,070,000 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")

EUR200,000,000 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")

EUR500,000,000 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 EUR1,000,000,000 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 EUR500,000,000 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")

and Solicitation by (i) the Bank of certain Consents in relation to the Notes and (ii) AIB G.P. No. 1 Limited of certain Consents in relation to the PPS


The Bank is inviting Holders (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 is also 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. AIB G.P. No. 1 Limited ("AIB GP") invites Holders (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 are being 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"), copies of which may be obtained free of charge from Lucid Issuer Services Limited (the "Tender and Tabulation Agent"). Capitalised terms used and not otherwise defined in this announcement have the meaning given to them in the Tender and Consent Memorandum.

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 Notes and PPS. On 14 April 2011 the High Court of Ireland (the "High Court") made a subordinated liabilities order in respect of the Notes and PPS (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 Notes and PPS (and the guarantees in respect thereof), further details of which are set out in the announcement made by the Bank on 14 April 2011.

Two of the Holders of certain Series of the Notes 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, although no assurance can be given as to when the hearing will conclude or when judgment will be delivered. Any judgment delivered by the High Court may be appealed to the Supreme Court, only with the leave of the High Court, which may be granted, in respect of any judgment delivered in relation to challenges made under the Stabilisation Act, only in the limited circumstances specified in the Stabilisation Act.

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

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) invites 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) to:

(i) provide for the issuer of each Series of Notes or PPS to have the option to redeem or purchase all, but not some only, of the relevant Notes or PPS (as applicable) remaining (if any) following completion of the Offer in respect of such Series 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 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 (each a "Dividend Stopper").

The submission of a valid instruction to tender Notes 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 Notes or PPS. Any amounts in respect thereof which would otherwise have been payable will be cancelled and each Holder, by submitting (or arranging to have submitted on its behalf) an Electronic Instruction, waives any entitlement it would otherwise have in respect thereof.

The Offers consist of separate offers for each Series of Notes and each Series of PPS and the purchase of any Notes or PPS is not directly conditional on the purchase of any other Notes or PPS or on a minimum principal amount of any Notes and/or PPS being acquired (subject, where applicable, to the passing of the relevant Extraordinary Resolution to permit the relevant purchase). However, the purchase by the Bank of any PPS and/or any Perpetual RCIs is conditional upon the removal of the Dividend Stoppers in respect of all Series of PPS. The Dividend Stoppers will be removed in the event that either (i) the Extraordinary Resolution in respect of each Series of PPS is passed and implemented or (ii) the provisions of the SLO removing such Dividend Stoppers become effective.

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

GBP350,000,000   018077850/      GBP145,000         Any and    GBP250 for
Subordinated        XS0180778507                        all          each
                                                                GBP1,000
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

GBP500,000,000        021410705/ GBP1,261,000        Any and   GBP250 for
Subordinated        XS0214107053                       all  each GBP1,000
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

GBP700,000,000        036806893/  GBP35,357,000 Any and          GBP250 for
Callable Dated      XS0368068937                    all                each
                                                                   GBP1,000
Subordinated Fixed                                               in nominal
to Floating Rate                                                    amount
Notes due July 2023

GBP368,253,000 12.5   043595768/ GBP215,963,000 Any and          GBP250 for
per cent.           XS0435957682                    all           each
                                                                   GBP1,000
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.           XS0498532117                        all   each EUR1,000
Subordinated Notes                                               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.     XS0498530178                         all        each
Subordinated Notes                                               U.S.$1,000
due 2017                                                         in nominal
                                                                    amount

GBP1,096,645,000   049853106/  GBP385,344,000 Any and            GBP225 for
11.50 per cent.     XS0498531069                  all         each GBP1,000
Subordinated Notes                                               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

GBP400,000,000   022740962/  GBP58,608,000     Any and           GBP100 for
Perpetual Callable  XS0227409629                   all        each GBP1,000
Step-Up                                                          in nominal
Subordinated Notes                                                  amount

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

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 the  Common code/ISIN  Outstanding       Amount     Purchase
PPS                                   nominal amount    subject to  Price
                                                        the LP
                                                        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/       GBP36,728,000 Any and all    GBP100
                                                       for each GBP1,000
GBP350,000,000 Fixed                                          in nominal
Rate/Floating Rate  XS0257571066                                  amount
Guaranteed Non-
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. All times are London time, unless otherwise specified.

                            Number of Business Days
Date and time               from and including       Event
                            Launch Date

Friday, 13 May 2011         Day 1                    Launch Date

                                                Offers announced and Tender
                                                     and Consent Memorandum
                                                  available from the Tender
                                                     and Tabulation Agent

                                                     Notices of Meetings

                                                     Notices of Meetings
                                                    expected to be given by
                                                     publication through
                                                  Clearing Systems with any
                                                    publication required in
                                                     newspapers and other
                                                     publications to follow

Monday, 13 June 2011 at     Day 21               Expiration Deadline (other
midnight New York time                               than in respect of the
                                                  2015 Euro Notes, the 2017
                                                    Euro Notes and the 2023
                                                  Sterling Notes (together,
                                                    the "Delayed Settlement
                                                     Notes"))

                                                Deadline for receipt by the
                                                Tender and Tabulation Agent
                                                of  Electronic Instructions
                                                in order for Holders (other
                                                than Holders of the Delayed
                                                Settlement     Notes)    to
                                                 participate in each Offer

Tuesday, 14 June 2011       Day 22                   Preliminary results
                                                announcement (other than in
                                                     respect of the Delayed
                                                     Settlement Notes)

                                                Announcement by the Bank of
                                                the    aggregate    nominal
                                                amount  of  each  Series of
                                                Notes   (other   than   the
                                                Delayed  Settlement  Notes)
                                                and  PPS  validly  tendered
                                                pursuant  to  the  relevant
                                                Offer prior to the relevant
                                                   Expiration Deadline

Thursday, 16 June 2011      Day 24              Meetings   (other  than  in
                                                respect   of   the  Delayed
                                                   Settlement Notes)

                                                Meetings  to be held at the
                                                offices  of Linklaters LLP,
                                                One   Silk  Street,  London
                                                EC2Y  8HQ, at the following
                                                     times:

                                                  AIB UK I PPS - 10.00 a.m.

                                                  AIB UK 2 PPS - 10.15 a.m.

                                                  AIB UK 3 PPS - 10.30 a.m.

                                                 Perpetual   RCIs  -  10.45
                                                     a.m.

                                                Perpetual  Sterling Notes -
                                                     11.00 a.m.

                                                Perpetual   Euro   Notes  -
                                                     11.15 a.m.

                                                Perpetual  Dollar  Notes  -
                                                     11.30 a.m.

                                                2030 Sterling    Notes    -
                                                     11.45 a.m.

                                                2015 Dollar  Notes  - 1.00
                                                     p.m.

                                                2025 Sterling Notes - 1.15
                                                     p.m.

                                                2017 Euro   Floating   Rate
                                                     Notes - 1.30 p.m.

                                                2019 Sterling Notes - 1.45
                                                     p.m.

                                               2019 Euro Notes - 2.00 p.m.

                                               2017 Dollar  Notes  - 2.15
                                                     p.m.

                                               2022 Sterling Notes - 2.30
                                                     p.m.

As soon as reasonably       Day 24              Announcement of results of
practicable after                               Meetings and Offers (other
conclusion of the Meetings                      than in respect of the
                                                 Delayed Settlement Notes)

                                                Announcement by the Bank as
                                                to  whether (i)  it accepts
                                                for  purchase Notes  or PPS
                                                validly   tendered  in  the
                                                relevant   Offer   and  the
                                                aggregate   nominal  amount
                                                (if any) of Notes or PPS of
                                                each  Series  accepted  for
                                                purchase,   and   (ii)  the
                                                Extraordinary   Resolutions
                                                (in  relation to  the Notes
                                                other   than   the  Delayed
                                                Settlement Notes) have been
                                                     passed.

                                                Announcement  by AIB  GP as
                                                to        whether       the
                                                Extraordinary   Resolutions
                                                (in  relation  to  the PPS)
                                                    have been passed

Friday, 17June 2011         Day 25              Expected   Settlement  Date
                                                (other  than in  respect of
                                                the    Delayed   Settlement
                                                    Notes)

                                                Payment  of  Purchase Price
                                                in  respect of Notes or PPS
                                                validly   tendered  in  the
                                                relevant Offer prior to the
                                                relevant         Expiration
                                                Deadline  and  accepted for
                                                   purchase

Wednesday, 20 July 2011 at  Day 48                Expiration Deadline (in
5.00 p.m.                                          respect of the Delayed
                                                     Settlement Notes)

                                                Deadline for receipt by the
                                                Tender and Tabulation Agent
                                                of  Electronic Instructions
                                                in order for Holders of the
                                                Delayed Settlement Notes to
                                                participate   in   the  AIB
                                                     Offer

Thursday, 21 July 2011      Day 49              Preliminary         results
                                                announcement  in respect of
                                                the    Delayed   Settlement
                                                 Notes
                                                Announcement by the Bank of
                                                the    aggregate    nominal
                                                amount  of  each  Series of
                                                Delayed   Settlement  Notes
                                                validly  tendered  pursuant
                                                to  the AIB  Offer prior to
                                                the   relevant   Expiration
                                                   Deadline

Friday, 22 July 2011        Day 50              Meetings in respect of the
                                                Delayed Settlement Notes
                                                Meetings to be held at the
                                                offices of Linklaters LLP,
                                                One Silk Street, London
                                                EC2Y 8HQ, at the following
                                                 times:

                                                2015 Euro   Notes  -  5.00
                                                     p.m.

                                                2017 Euro   Notes  -  5.15
                                                     p.m.

                                                2023 Sterling Notes - 5.30
                                                     p.m.

As soon as reasonably       Day 50             Announcement of results of
practicable after                               Meetings and Offers in
conclusion of the Meetings                      respect of the Delayed
                                                 Settlement Notes

                                                Announcement by the Bank as
                                                 to whether (i) it accepts
                                                   for purchase Delayed
                                                 Settlement Notes validly
                                                 tendered in the AIB Offer
                                                 and the aggregate nominal
                                                  amount of each Series of
                                                  Delayed Settlement Notes
                                                accepted for purchase, and
                                                  (ii) the Extraordinary
                                               Resolutions (in relation to
                                                each Series of the Delayed
                                                Settlement Notes) has been
                                                     passed.

 Monday, 25 July            Day 51              Expected Settlement Date in
 2011                                             respect of the Delayed
                                                     Settlement Notes

                                                Payment of Purchase Price
                                                in respect of the Delayed
                                                 Settlement Notes validly
                                                tendered in the AIB Offer
                                                   prior to the relevant
                                                  Expiration Deadline and
                                                   accepted for purchase.

The above dates and times are subject, where applicable, to the right of the Bank or AIB GP, as the case may be, to extend, re-open, amend, and/or terminate the relevant Offer (including with respect to any or all Series of Notes or PPS, as the case may be). Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes or PPS whether such intermediary would require to receive instructions to participate in the relevant Offer before the deadlines specified above. The deadlines set by each Clearing System for the submission of Electronic Instructions may be earlier than the relevant deadlines above.

Requests for information in relation to the pricing of 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 in relation to the procedures for tendering Notes or PPS in, and for any documents or materials relating to, the Offers should be directed to:

         THE TENDER AND TABULATION AGENT

         Lucid Issuer Services Limited
                  Leroy House
                 436 Essex Road
                 London N1 3QP
                 United Kingdom

DISCLAIMER

This announcement must be read in conjunction with the Tender and Consent Memorandum. This announcement and the Tender and Consent Memorandum contain important information which must be read carefully before any decision is made with respect to the Offers. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes or PPS are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes in the AIB Offer or PPS in the LP Offer, as applicable. None of the Bank, the Dealer Managers, the Tender and Tabulation Agent, or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Holders should tender Notes in the AIB Offer or PPS in the LP Offer, as applicable.

No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. Nothing in this announcement or the Tender and Consent Memorandum constitutes an invitation to participate in any Offer (an "Invitation") in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such an invitation under applicable securities laws. Tenders of Notes or PPS in the relevant Offer will not be accepted from Holders, in any jurisdiction in which such offer or solicitation is unlawful.

The distribution of this announcement and the Tender and Consent Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Tender and Consent Memorandum comes are required by the Bank, AIB UK I LP, AIB UK 2 LP, AIB UK 3 LP, AIB GP and the Dealer Manager to inform themselves about and to observe any such restrictions.

OFFER RESTRICTIONS

Neither this announcement nor the Tender and Consent Memorandum constitutes an offer to buy or a solicitation of an offer to sell Notes or PPS, and tenders of Notes or PPS in the relevant Offer will not be accepted from Holders, in any jurisdiction in which such offer or solicitation is unlawful. In any jurisdiction where the securities, blue sky or other laws require the relevant Invitation 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 such jurisdiction, the relevant Invitation shall be deemed to be made on behalf of the Bank by the Dealer Manager or the relevant affiliates (where it is so licensed). United Kingdom

The communication of this announcement, the Tender and Consent Memorandum and any other documents or materials relating to the Invitations 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 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

None of the Invitations, this announcement, the Tender and Consent Memorandum or any other documents or materials relating to the Invitations have 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 therefore the Invitations 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 (the "Financial Services Act").

In addition, the Invitations (in respect of the 2015 Euro Notes, the Perpetual Euro Notes, the Perpetual RCIs, the AIB UK I PPS, the 2015 Dollar Notes, the 2030 Sterling Notes and the 2025 Sterling Notes only) are not addressed to, and neither this announcement, the Tender and Consent Memorandum nor any other documents, materials or information relating, directly or indirectly, to the Invitations (in respect of the 2015 Euro Notes, the Perpetual Euro Notes, the Perpetual RCIs, the AIB UK I PPS, the 2015 Dollar Notes, the 2030 Sterling Notes and the 2025 Sterling Notes only) can be distributed or otherwise made available (either directly or indirectly) to any person in Italy other than:

(i) to qualified investors (investitori qualificati) pursuant to article 34-ter, paragraph 1, letter (b), of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time (the "Consob Regulation") acting on their own account; or

(ii) in any other circumstances where an express exemption from compliance with the restrictions on public purchases or exchange offers applies pursuant to the Financial Services Act or the Consob Regulation. Belgium

Neither this announcement, the Tender and Consent Memorandum nor any other documents or materials relating to the Invitations have 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) and, accordingly, the Invitations may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the "Belgian Public Offer Law"), each as amended or replaced from time to time. Accordingly, the Invitations may not be advertised and the Invitations will not be extended, and neither this announcement, the Tender and Consent Memorandum nor any other documents or materials relating to the Invitations (including any memorandum, information circular, brochure or any similar documents) 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 and the Tender and Consent Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Invitations. Accordingly, the information contained in this announcement and the Tender and Consent Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Invitations are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Tender and Consent Memorandum nor any other documents or materials relating to the Invitations have 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 participate in the Invitations. This announcement and the Tender and Consent Memorandum have not been and will not be submitted to nor approved by the Autorité des Marchés Financiers.

Ireland

This announcement, the Tender and Consent Memorandum and any other documents or materials relating to the Invitations must not be distributed and no tender, offer, sale, repurchase or placement of any Notes or PPS under or in connection with the Invitations may be effected 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

[HUG#1515784]

Contact Information

  • For information by telephone: +44 20 7704 0880
    For information by facsimile: +44 20 7067 9098
    Attention: Yves Theis / David Shilson
    Email: Email Contact