14:30 Fri 23 Jun 2017
Bank of Ireland(Gov) - High Court approval of the Scheme
This announcement and the information contained herein is restricted and not for release, publication or distribution, directly or indirectly, in whole or in part, into any jurisdiction in which release, publication or distribution would be unlawful. This announcement is an advertisement and does not constitute a prospectus or a prospectus equivalent document. Investors should not acquire any securities referred to in this communication except on the basis of information contained in the prospectus issued by
Terms used and not otherwise defined in this announcement have the meaning given to such terms in the circular published by the Bank on
Update on the resolution strategy for the Group:
As announced on
The reorganisation will be implemented by a scheme of arrangement under the Companies Act 2014 (the "Scheme"). On
The Group is pleased to announce that today,
Scheme Record Time and Effective Date
The Scheme will become effective immediately upon the filing of the
It is proposed that the
Application for admission of BOIG plc Shares
Applications have been made by
It is expected that Admission will become effective and that dealing in BOIG plc Shares on the Main Markets will commence following the Effective Date and no later than Monday
Ends
For further information please contact:
Alan Hartley Director of Group Investor Relations +353 (0)766 23 4850
Damien Garvey Head of Communications +353 (0)766 24 6716
Forward Looking Statement
This announcement contains certain forward-looking statements with respect to certain of the Group's plans and its current goals and expectations relating to its future financial condition and performance, the markets in which it operates, and its future capital requirements. These forward-looking statements often can be identified by the fact that they do not relate only to historical or current facts. Generally, but not always, words such as 'may,' 'could,' 'should,' 'will,' 'expect,' 'intend,' 'estimate,' 'anticipate,' 'assume,' 'believe,' 'plan,' 'seek,' 'continue,' 'target,' 'goal', 'would,' or their negative variations or similar expressions identify forward-looking statements, but their absence does not mean that a statement is not forward looking. Examples of forward-looking statements include among others, statements regarding the Group's near term and longer term future capital requirements and ratios, level of ownership by the Irish Government, loan to deposit ratios, expected impairment charges, the level of the Group's assets, the Group's financial position, future income, business strategy, projected costs, margins, future payment of dividends, the implementation of changes in respect of certain of the Group's pension schemes, estimates of capital expenditures, discussions with Irish, United Kingdom, European and other regulators and plans and objectives for future operations.
Nothing in this announcement should be considered to be a forecast of future profitability or financial position and none of the information in this document is or is intended to be a profit forecast or profit estimate. Any forward-looking statement speaks only as at the date it is made. The Group does not undertake to release publicly any revision to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date hereof.
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this communication or its accuracy, fairness or completeness.
The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.
Davy is authorised and regulated in Ireland by the
Davy is acting as Irish Sponsor and joint UK Sponsor to
NOTICE TO OVERSEAS INVESTORS
The distribution of this document and issue (pursuant to the Scheme or otherwise), delivery or transfer of BOIG plc Shares in certain jurisdictions other than Ireland and the United Kingdom may be restricted by law. No action has been taken by
This document does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe for, BOIG plc Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful. Further information on the restrictions to which the distribution of this document is subject is set out in Section 8 of Part V of the Prospectus.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
In relation to each member state (each, a ''Member State'') of the European Economic Area which has implemented the Prospectus Directive (each, a ''Relevant Member State'') except for the allotment and issuance of BOIG plc Shares pursuant to the Scheme in Ireland and the United Kingdom in respect of which the Prospectus has been published, with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the ''relevant implementation date''), no BOIG plc Shares have been offered or will be offered to the public in that Relevant Member State prior to the publication of a prospectus in relation to the BOIG plc Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in the Relevant Member State in which the offer to the public is to take place, all in accordance with the Prospectus Directive, except that with effect from and including the relevant implementation date, offers of BOIG plc Shares may be made to the public in that Relevant Member State at any time:
(i) to any legal entity which is a ''qualified investor'', within the meaning of Article 2(1)(e) of the Prospectus Directive, including any relevant implementing directive measure in that relevant member state;
(ii) to fewer than, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of BOIG plc Shares shall result in a requirement for the publication by
In the case of any BOIG plc Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the BOIG plc Shares issued to it pursuant to the Scheme have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer to the public other than their offer or resale in a relevant member state to qualified investors, in circumstances in which the prior consent of the Sponsors has been obtained to each such proposed offer or resale.
For the purposes of the provisions above, the expression an ''offer to the public'' in relation to any BOIG plc Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of offer and any BOIG plc Shares to be offered so as to enable an investor to decide to acquire the BOIG plc Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.
NOTICE TO INVESTORS IN JAPAN, SWITZERLAND, THE UNITED ARAB EMIRATES OR THE REPUBLIC OF SOUTH AFRICA
The BOIG plc Shares have not been and will not be registered under the applicable securities laws of Japan, Switzerland, the Republic of South Africa, or the United Arab Emirates. Accordingly, subject to certain exceptions, the BOIG plc Shares may not be issued (pursuant to the Scheme or otherwise), delivered, transferred, offered or sold in Japan, Switzerland, the Republic of South Africa or the United Arab Emirates or to, or for the account or benefit of, any resident of Japan, Switzerland, the Republic of South Africa or the United Arab Emirates.
NOTICE TO INVESTORS IN THE UNITED STATES
The BOIG plc Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state, district or other jurisdiction of the United States, and may not be offered, sold, delivered or transferred except pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act and applicable US state securities laws. It is expected that the BOIG plc Shares will be issued in reliance on the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) of the Securities Act.
EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT
For the purposes of qualifying for the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof with respect to the BOIG plc Shares to be issued pursuant to the Scheme, the Bank will apprise the
None of the
NOTICE TO INVESTORS IN CANADA
This document is not, and under no circumstances is to be construed as, a prospectus under Canadian securities laws, an advertisement or a public offering of the securities described herein in Canada. No securities commission or similar regulatory authority in Canada has in any way passed upon the merits of the BOIG plc Shares nor has it reviewed or passed upon the accuracy or adequacy of this document or any accompanying documents. Any representation to the contrary is an offence in Canada.
NOTICE TO INVESTORS IN AUSTRALIA
This document is made available to persons in Australia without a disclosure document pursuant to an exemption and declaration made by the
This document is not a prospectus, product disclosure statement or any other form of "disclosure document" for the purposes of the Corporations Act and is not required to, and does not contain all the information which would be required in a disclosure document under the Corporations Act.
This document has not been lodged with or been the subject of notification to the
The persons referred to in this document may not hold Australian financial services licences and may not be licensed to provide financial product advice in relation to the BOIG plc Shares. No "cooling-off" regime will apply to an acquisition of BOIG plc Shares.
This document does not take into account the investment objectives, financial situation or needs of any particular person. Accordingly, before making any investment decision in relation to this announcement, you should assess whether the acquisition of BOIG plc Shares is appropriate in light of your own financial circumstances or seek professional advice.
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