Press release
Intention to dispose of approximately 5% of AIB Group plc by the Irish State
Published on
Last updated on
Published on
Last updated on
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
The Minister for Finance today announces his intention to sell part of the Irish State’s shareholding in AIB Group plc (the "Company"). The disposal of these shares (the "Placing Shares") will be by way of a placing to institutional investors (the "Placing").
The price at which the Placing Shares are sold (the "Placing Price") will be determined by way of an accelerated book building process. The book will open with immediate effect following this announcement.
The Placing is expected to comprise approximately 121 million of the Company's ordinary shares, representing approximately 5% of the issued ordinary capital of the Company. As a result of the Placing, the overall size of the Irish State’s shareholding in the Company will be reduced from approximately 30.5% to approximately 25.5%.
The Minister has also undertaken 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. 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, 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' 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.
Details of the Placing Price and the exact number of Placing Shares will be announced in due course.
Disclaimer
The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by the Minister for Finance or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There shall be no public offering of securities in the United States.
In member states of the European Economic Area (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). In the United Kingdom this announcement is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Regulation (as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated.
N.M. Rothschild & Sons Limited (the "Adviser"), which is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom, is 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 its respective clients or for providing advice to any other person in relation to any offering of the Placing Shares. The Adviser will not 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 the Adviser or by any of its 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).