IL&P Group Holdings

Subordinated Bond Tender Offer:Final Results

RNS Number : 6329J
Irish Life & Permanent Grp HldgsPLC
01 July 2011
 



NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL

Irish Life & Permanent plc announces results of Tender Offers and Proposals for certain of

its Lower Tier 2 Debt Securities

1 July 2011.Irish Life & Permanent plc (IL&P) today announces the results of its invitations to:

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

(ii)     all Noteholders to approve, by separate Extraordinary Resolutions, the modification of the Conditions of each Initial Settlement 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 Initial Settlement Notes of the relevant Initial Settlement Series remaining (if any) on completion of the relevant Initial Settlement Offer (together the Initial Settlement Proposals).

The Initial Settlement Offers and the Initial Settlement Proposals were made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 2 June 2011 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Description of Notes

ISIN

Aggregate Nominal Amount Tendered

€10,000,000 Variable Rate Notes due March 2023

XS0165027664

€10,000,000

€10,000,000 Callable Subordinated Floating Rate Notes due 2015

XS0226352713

€10,000,000

€50,000,000 Step-Up Floating Rate Notes due 10 August 2015

XS0226430022

€49,900,000

€50,000,000 Floating Rate Notes due 2016

XS0274209583

€50,000,000

€75,000,000 Subordinated Callable Floating Rate Notes due 2017

XS0295772189

€61,000,000

€300,000,000 Fixed/Floating Rate Step-Up Callable Subordinated Notes due 2017

XS0299987288

€265,256,000

€5,000,000 Floored CMS Linked Notes due 25 June 2018

XS0369699623

€5,000,000

€25,000,000 Subordinated Callable Fixed Rate Notes due 2018

XS0371760363

€25,000,000

€54,650,000 Non-Callable Subordinated Capital Notes due 2018

XS0387718173

€30,864,000

The Initial Settlement Offers expired at 10.00 a.m., London time, on 1 July 2011 (the Initial Settlement Note Expiration Deadline). As at the Initial Settlement Note Expiration Deadline, the aggregate nominal amount of each Initial Settlement Series set out in the final column of the above table had been validly tendered for purchase pursuant to the Initial Settlement Offers. IL&P has decided to accept for purchase all Initial Settlement Notes validly tendered pursuant to the Initial Settlement Offers. Settlement of the Initial Settlement Offers is expected to take place on 5 July 2011.

Separately, the Meetings to consider the Initial Settlement Proposals were held earlier today, and NOTICE IS HEREBY GIVEN to Noteholders that:

(a)     at the Meetings in respect of each Initial Settlement Series other than the €54,650,000 Non-Callable Subordinated Capital Notes due 2018, the relevant Extraordinary Resolution was duly passed and the relevant Initial Settlement Proposal approved (each Initial Settlement Series in respect of which the relevant Extraordinary Resolution was passed together being the Approved Initial Settlement Series);

(b)     in respect of each Approved Initial Settlement Series, the Supplemental Trust Deed has been entered into by IL&P and the Trustee in order to give effect to the relevant Initial Settlement Proposals, and the Conditions of each such Approved Initial Settlement Series have been amended accordingly;

(c)     IL&P hereby exercises the Issuer Call in respect of each Approved Initial Settlement Series, and all Initial Settlement Notes of each Approved Initial Settlement Series remaining outstanding on completion of the Initial Settlement Offers will be redeemed on 5 July 2011 at the optional redemption amount of 0.001 per cent. of the nominal amount of the relevant Initial Settlement Notes (with no amount being payable in respect of interest accrued thereon); and

(d)     at the Meeting in respect of the €54,650,000 Non-Callable Subordinated Capital Notes due 2018 (ISIN: XS0387718173), the relevant Extraordinary Resolution was not passed and the relevant Initial Settlement Proposal was not approved. Accordingly, those of the €54,650,000 Non-Callable Subordinated Capital Notes due 2018 (ISIN: XS0387718173) not accepted for purchase by IL&P pursuant to the relevant Initial Settlement Offer will remain outstanding, subject to the existing Conditions.

Deutsche Bank AG, London Branch (Telephone: +44 20 7545 8011; Attention: Liability Management Group; Email: [email protected]) is acting as Dealer Manager.  Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Sunjeeve Patel / David Shilson; Email: [email protected]) is acting as Tender Agent. 

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum.  No offer or invitation to acquire any securities is being made pursuant to this announcement. 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.

None of the Minister for Finance, the Department of Finance, the Irish Government, the National Pensions Reserve Fund Commission, the National Treasury Management Agency or any person controlled by or controlling any such person, or any entity or agency of or related to the Irish State, or any director, officer, official, employee or adviser (including without limitation legal and financial advisors) of any such person (each such person, a Relevant Person) accepts any responsibility for the contents of, or makes any representation or warranty as to the accuracy, completeness or fairness of any information in, this announcement or any document referred to in this announcement or any supplement or amendment thereto (each a Transaction Document). Each Relevant Person expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of any Transaction Document. No Relevant Person has authorised or will authorise the contents of any Transaction Document, or has recommended or endorsed the merits of the offering of securities or any other course of action contemplated by any Transaction Document.

 


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