Irish Life&Permanent

Tender Offer & Proposals (Lower Tier 2 debt )

RNS Number : 7570H
Irish Life & Permanent PLC
02 June 2011
 



NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

Irish Life & Permanent plc announces Tender Offers and Proposals for its Lower Tier 2 Debt Securities

2 June 2011.Irish Life & Permanent plc (IL&P) today announces its invitations to:

(i)      all eligible holders (the Noteholders) of the series of debt securities listed below to tender any and all of their Notes for purchase by IL&P for cash (each such invitation an Offer and, together, the Offers); and

(ii)     all Noteholders to approve, by separate Extraordinary Resolutions, the modification of the Conditions of each Series (as defined below) to provide for IL&P to have the option to redeem (the Issuer Call) all, but not some only, of the Notes of the relevant Series remaining (if any) on completion of the relevant Offer (together the Proposals),

subject, in each case, to the terms and conditions set out in the Tender Offer Memorandum dated 2 June 2011 (the Tender Offer Memorandum).

Description of Notes

ISIN

Aggregate Nominal Amount Outstanding

Total Early Tender Consideration*

Purchase Price*

Variable Rate Notes due March 2023

XS0165027664

€10,000,000

20 per cent.

17.5 per cent.

Callable Subordinated Floating Rate Notes due 2015

XS0226352713

€10,000,000

20 per cent.

17.5 per cent.

Step-Up Floating Rate Notes due 10 August 2015

XS0226430022

€50,000,000

20 per cent.

17.5 per cent.

Floating Rate Notes due 2016

XS0274209583

€50,000,000

20 per cent.

17.5 per cent.

Subordinated Callable Floating Rate Notes due 2017

XS0295772189

€75,000,000

20 per cent.

17.5 per cent.

Fixed/Floating Rate Step-Up Callable Subordinated Notes due 2017

XS0299987288

€300,000,000

20 per cent.

17.5 per cent.

Floored CMS Linked Notes due 25 June 2018

XS0369699623

€5,000,000

20 per cent.

17.5 per cent.

Subordinated Callable Fixed Rate Notes due 2018

XS0371760363

€25,000,000

20 per cent.

17.5 per cent.

Non-Callable Subordinated Capital Notes due 2018

XS0387718173

€54,650,000

8.6365 per cent.

7.5575 per cent.

(together the Initial Settlement Notes and each an Initial Settlement Series)

Index Linked Notes due August 2011

XS0133963024

€18,000,000

20 per cent.

17.5 per cent.

Step-Up Floating Rate Subordinated Notes due 2015

XS0236617055

€200,000,000

20 per cent.

17.5 per cent.

(together the Delayed Settlement Notes and each a Delayed Settlement Series, and together with the Initial Settlement Notes, the Notes and each series of the Notes, a Series)

* Expressed as a percentage of the nominal amount of the relevant Notes.

Copies of the Tender Offer Memorandum are available from the Dealer Manager and the Tender Agent as set out below.  Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offers and the Proposals

The Central Bank of Ireland's Prudential Capital Assessment Review and Prudential Liquidity Assessment Review of IL&P's banking business for 2011 identified an additional core tier 1 capital requirement of some €4.0 billion.  The Central Bank of Ireland requires IL&P to (i) achieve the target core equity tier 1 capital ratio of 6 per cent. (plus an additional buffer) in a stress case scenario and (ii) to de-leverage IL&P's balance sheet in order to achieve a loan to deposit ratio of approximately 122 per cent.

The rationale for the Offers and the Proposals is to strengthen the quality of IL&P's capital base and to contribute to meeting IL&P's regulatory capital requirements.  The Notes trade at a significant discount to their par value. The aim of the Offers and the Proposals is to enable IL&P to realise the value of the discount between the relevant Purchase Price or Total Early Tender Consideration or, where applicable, Optional Redemption Amount and the par value of each Series of the Notes.

Details of the Offers

IL&P will pay, on the relevant Settlement Date, for the Notes of each Series accepted by it for purchase a cash purchase price as follows: (a) in respect of each Series other than the Non-Callable Subordinated Capital Notes due 2018 (ISIN: XS0387718173; the Series 489 Notes), 17.5 per cent. or (b) in respect of the Series 489 Notes, 7.5575 per cent. of the nominal amount of the Notes accepted by IL&P for purchase, rounded to the nearest €0.01 (with half a cent rounded upwards) where necessary (in each case, the Purchase Price).

No amount will be paid by IL&P, or any other person, pursuant to the Offers in respect of any accrued interest for any Notes accepted for purchase pursuant to the Offers.

The Offers in respect of the Initial Settlement Notes expire at 10.00 a.m., London time, on 1 July 2011 and the Offers in respect of the Delayed Settlement Notes expire at 10.00 a.m., London time, on 24 August 2011, in each case unless the period for the relevant Offer is extended, or re-opened or the relevant Offer is terminated.  In order to be eligible to receive the relevant Purchase Price, Noteholders must validly tender their Notes for purchase, by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the relevant Expiration Deadline.

Each Noteholder who validly tenders its Notes by the relevant Early Tender Deadline, being (a) in the case of the Initial Settlement Notes, 4.00 p.m., London time, on 16 June 2011 and (b) in the case of the Delayed Settlement Notes, 4.00 p.m., London time, on 9 August 2011, and in either case does not subsequently revoke such tender in the limited circumstances in which such revocation is permitted, will receive on the relevant Settlement Date an additional cash payment equal to (i) in respect of each Series other than the Series 489 Notes, 2.5 per cent. or (ii) in respect of the Series 489 Notes, 1.079 per cent. of the nominal amount of the Notes accepted by IL&P for purchase (the Early Tender Payment), in each case in addition to the relevant Purchase Price. 

Details of the Proposals

IL&P has also separately invited all holders of the Notes of each Series to approve certain modifications to the terms and conditions of the relevant Series to insert the relevant Issuer Call. Pursuant to each Issuer Call IL&P will have the option to redeem all, but not some only, of the Notes of the relevant Series remaining (if any) on completion of the relevant Offer at an early redemption price of 0.001 per cent. of the nominal amount of the relevant Notes. No accrued interest will be payable in respect of any Notes redeemed pursuant to the relevant Issuer Call.

Notice (the Notice) of separate meetings (together the Meetings) of the holders of the Notes of each Series has been published in accordance with the Conditions of each Series and the Trust Deed by delivery to the Clearing Systems for communication to Direct Participants on the date of this announcement.

The Meetings will each be held at the offices of Allen & Overy LLP at One Bishops Square, London E1 6AD, United Kingdom. The Meetings in respect of the Initial Settlement Notes will be held on 1 July 2011 and the Meetings in respect of the Delayed Settlement Notes will be held on 24 August 2011, in each case at the times specified in the Notice.

At each Meeting, the Noteholders of the relevant Series will be asked to consider and, if thought fit, pass an extraordinary resolution as set out in the Notice (each an Extraordinary Resolution), which will provide, among other things, for the Trustee to be authorised and requested to concur in and execute the Supplemental Trust Deed in respect of the relevant Series to effect the necessary modifications pursuant to such Extraordinary Resolution, which will implement the relevant Proposal.

Any Noteholder who does not wish, or is not able, to tender its Notes for purchase pursuant to the relevant Offer may be eligible, to the extent permitted by applicable laws and regulations and subject to the conditions set out in the Tender Offer Memorandum, to receive an amount equal to (a) in respect of each Series other than the Series 489 Notes, 19.999 per cent. or (b) in respect of the Series 489 Notes, 8.6355 per cent. of the nominal amount of such Noteholder's Notes, rounded to the nearest €0.01 (with half a cent rounded upwards) where necessary (in each case the Voting Only Early Submission Amount) by delivering, or arranging to have delivered on their behalf, a valid Voting Only Instruction in respect of the relevant Proposal, specifying whether such Noteholder wishes the votes attributable to its Notes to be voted in favour of or against such Proposal, that is received by the Tender Agent by the relevant Early Tender Deadline.  Where payable, the Voting Only Early Submission Amount will be paid by IL&P in the circumstances described in the Tender Offer Memorandum to relevant Noteholders on the relevant Settlement Date in the same manner as the payment of the relevant Purchase Price is made to eligible Noteholders (subject to the right of IL&P to amend such date of payment to follow any adjourned Meeting, if required, and otherwise as set out in the Tender Offer Memorandum).

By tendering Notes in the relevant Offer or submitting a Voting Only Instruction in respect of the relevant Proposal, in each case which is received by the Tender Agent by no later than the relevant Voting Deadline, being (a) in the case of the Initial Settlement Notes, 10.00 a.m. (London time) on 29 June 2011 or (b) in the case of the Delayed Settlement Notes, 10.00 a.m. (London time) on 22 August 2011, Noteholders will automatically instruct the Agent to appoint one or more representatives of the Tender Agent as their proxy to vote (i) in the case of Tender Instructions, in favour of, or (ii) in the case of Voting Only Instructions, in favour of or against (as specified in the relevant Voting Only Instruction) the relevant Extraordinary Resolution at the relevant Meeting.  It will not be possible to validly tender Notes in the Offers prior to the relevant Voting Deadline, or to validly submit Voting Only Instructions in the Proposals prior to the relevant Voting Deadline, without at the same time giving such instructions to the Agent.

General

The acceptance by IL&P of Notes tendered in an Offer is not dependent on the relevant Extraordinary Resolution being passed or the exercise of the relevant Issuer Call by IL&P. However, if a Meeting is adjourned IL&P may choose, in its sole discretion and without limiting its right to otherwise extend, re-open, amend, waive any condition of or terminate the Offers or the Proposals as provided in the Tender Offer Memorandum, to amend the terms and conditions of the Offers and the Proposals to provide for the relevant Settlement Date to take place after such adjourned meeting on the same basis as for the original Meetings.

Under the Offers and the Proposals, all Tender Instructions and Voting Only Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Indicative Offer Timetable

Date and time

(all times are London time)

Event

2 June 2011

Launch Date.

Initial Settlement Notes

4.00 p.m. on 16 June 2011

Initial Settlement Note Early Tender Deadline.

10.00 a.m. on 29 June 2011

Initial Settlement Note Voting Deadline

10.00 a.m. on 1 July 2011

Initial Settlement Note Expiration Deadline.

From 10.00 a.m. on 1 July 2011

Meetings in respect of the Initial Settlement Notes.

No later than 2.00 p.m. on 4 July 2011

Announcement of the results of the Meetings in respect of each Initial Settlement Series and IL&P's decision whether any Offer(s) and Proposal(s) in respect of Initial Settlement Notes are to be extended or terminated or to accept valid tenders of Initial Settlement Notes for purchase pursuant to any or all of the Initial Settlement Offers (including, if applicable, the Initial Settlement Date).

If IL&P announces that it will accept valid tenders of Initial Settlement Notes for purchase pursuant to an Initial Settlement Offer and the Extraordinary Resolution in respect of the relevant Initial Settlement Series is passed, the Supplemental Trust Deed is executed in respect of the relevant Initial Settlement Series by IL&P and the Trustee and IL&P in its sole discretion decides to exercise the Issuer Call in respect of the relevant Initial Settlement Series at such time, notice of such exercise of the relevant Issuer Call will also be given to Noteholders

5 July 2011

Expected Initial Settlement Date.



 

Delayed Settlement Notes

4.00 p.m. on 9 August 2011

Delayed Settlement Note Early Tender Deadline.

10.00 a.m. on 22 August 2011

Delayed Settlement Note Voting Deadline

10.00 a.m. on 24 August 2011

Delayed Settlement Note Expiration Deadline.

From 10.00 a.m. on 24 August 2011

Meetings in respect of the Delayed Settlement Notes.

No later than 2.00 p.m. on 25 August 2011

Announcement of the results of the Meetings in respect of each Delayed Settlement Series and IL&P's decision whether any Offer(s) and Proposal(s) in respect of Delayed Settlement Notes are to be extended or terminated or to accept valid tenders of Delayed Settlement Notes for purchase pursuant to either or both of the Delayed Settlement Offers (including, if applicable, the Delayed Settlement Date).

If IL&P announces that it will accept valid tenders of Delayed Settlement Notes for purchase pursuant to a Delayed Settlement Offer and the Extraordinary Resolution in respect of the relevant Delayed Settlement Series is passed, the Supplemental Trust Deed is executed in respect of the relevant Delayed Settlement Series by IL&P and the Trustee and IL&P in its sole discretion decides to exercise the Issuer Call in respect of the relevant Delayed Settlement Series at such time, notice of such exercise of the relevant Issuer Call will also be given to Noteholders

26 August 2011

Expected Delayed Settlement Date.

The above dates and times are subject to the right of IL&P to extend, re-open, amend, and/or terminate any Offer and/or any Proposal.  Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers or the Proposals before the deadlines specified above.  The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions and Voting Only Instructions in respect of a Proposal will be earlier than the relevant deadlines above.

Subject as provided in the Tender Offer Memorandum, the Settlement Dates for each Offer and Proposal may be earlier or later than these dates and could be different in respect of each Series.  IL&P will confirm the final Settlement Dates for the relevant Offer(s) and Proposal(s) at the same time as the announcement(s) of the results of the relevant Offers and Proposals.

IL&P is under no obligation to accept any tender of Notes for purchase pursuant to the Offers.  Tenders of Notes for purchase may be rejected in the sole discretion of IL&P for any reason and IL&P is under no obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase.  For example, tenders of Notes may be rejected if the relevant Offer is terminated, if any such tender does not, in the sole determination of IL&P, comply with the requirements of a particular jurisdiction or if IL&P decides not to accept any tenders of Notes should any or all of the Extraordinary Resolutions not be passed or for any other reason.

Unless stated otherwise, announcements in connection with the Offers and the Proposals will be made by publication through an RIS and, where such announcements relate to the €10,000,000 Variable Rate Notes due March 2023 (ISIN: XS0165027664), through the Company Announcement section of the Irish Stock Exchange.  Announcements may also be (i) found on the relevant Reuters International Insider Screen, (ii) made by the delivery of notices to the Clearing Systems for communication to Direct Participants and (iii) made by the issue of a press release to a Notifying News Service.  Copies of all announcements, notices and press releases can also be obtained from the Tender Agent.

Holders of the Notes are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers and the Proposals.  Deutsche Bank AG, London Branch is acting as Dealer Manager.  Lucid Issuer Services Limited is acting as Tender Agent. 

Requests for information in relation to the Offers or the Proposals should be directed to:

Dealer Manager

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

Telephone: +44 20 7545 8011

Attention: Liability Management Group

Email: [email protected]

Requests for information in relation to the procedures for tendering Notes and participating in the Offers, and the submission of a Tender Instruction or a Voting Only Instruction in respect of the Proposals should be directed to:

The Tender Agent

Lucid Issuer Services Limited

Leroy House

436 Essex Road

London N1 3QP

United Kingdom

Telephone: +44 20 7704 0880

Attention: Sunjeeve Patel / David Shilson

Email: [email protected]

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum.  This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to any Offer or Proposal.  If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of any Proposal or Extraordinary Resolution to be proposed at a Meeting, it is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.  Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes in the relevant Offer(s) or otherwise participate in the relevant Proposal(s).  None of the Dealer Manager, the Tender Agent, IL&P or the Trustee makes any recommendation as to whether Noteholders should tender Notes in the relevant Offer(s) or otherwise participate in the relevant Proposal(s).

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require an Offer 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 any such jurisdiction, such Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of IL&P in such jurisdiction.

The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by IL&P, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

Italy: None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  The Offers are being carried out in Italy as exempted offers, pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and (a) in the case of all Offers other than the Offer in respect of the Series 489 Notes, article 35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the Issuers' Regulation) or (b) in the case of the Offer in respect of the Series 489 Notes, article 35-bis, paragraph 3 of the Issuers' Regulation.

Holders or beneficial owners of the Notes (other than the Series 489 Notes) that are located in Italy may tender their Notes (other than the Series 489 Notes) for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) (authorised persons) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

In the case of the Series 489 Notes, the relevant Offer is not available to investors located in Italy that do not qualify as qualified investors (investitori qualificati), as defined pursuant to Article 100 of the Financial Services Act and Article 34-ter, paragraph 1, letter b) of the Issuers' Regulation (Ineligible Italian Investors). Ineligible Italian Investors may not tender Series 489 Notes in the relevant Offer, and neither this Tender Offer Memorandum nor any other documents or materials relating to the Series 489 Notes or the Offer in respect of the Series 489 Notes may be distributed or made available to Ineligible Italian Investors. Holders or beneficial owners of the Notes that are located in Italy and qualify as qualified investors (investitori qualificati) can tender Series 489 Notes for purchase through authorised persons and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

United Kingdom: The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 those persons in 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 Financial Promotion Order)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Other: Restrictions apply in certain other jurisdictions including Ireland, France and Belgium, as specified in the Tender Offer Memorandum.


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