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– AIB Group plc (the “Offeror”) announces the results of its previously announced offer to purchase for cash any and all of its outstanding 4.750% Notes due October 12, 2023 (the “Notes”) (such offer, the “Offer”).
The Offeror made the Offer on the terms and subject to the conditions set forth in the offer to purchase dated 6 October, 2022 (the “Offer to Purchase”) and subject to the offer restrictions set out below and as more fully described in the Offer to Purchase. The Offer to Purchase is available, subject to eligibility confirmation and registration, from the Offer Website: https://deals.is.kroll.com/aib.
Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Offer to Purchase.
The following table sets forth certain terms of the Offer:
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Title of Notes |
CUSIP / ISIN |
Fixed Spread |
Reference |
Principal Amount |
Principal Amount |
Total Consideration |
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|
4.750% Notes due October 12, 2023 |
00135TAA2 (144A) / US00135TAA25 (144A) G0R4HJAA4 (Reg S) / USG0R4HJAA41 (Reg S) |
140 basis points |
4.490 per cent.(1) |
U.S.$615,787,000(2) |
U.S.$134,213,000 (3) |
U.S.$989.28(4) |
|
Notes: |
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|
(1) The Reference Yield is calculated based on the bid side price of the 4.250 per cent. U.S. Treasury due 09/30/2024 as reported on Bloomberg Reference Page FIT1 at 11:00 a.m. (New York City time) on 14 October, 2022. |
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(2) The Principal Amount Tendered includes U.S.$2,500,000 received in notices of guaranteed delivery, which may not be tendered by the Guaranteed Delivery Deadline. |
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(3) Assuming that the U.S.$2,500,000 received in notices of guaranteed delivery is tendered by the Guaranteed Delivery Deadline. |
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(4) Per U.S.$1,000 in principal amount of Notes purchased pursuant to the Offer. |
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The Offer expired at 5:00 p.m., New York City time, on 14 October, 2022 (the “Expiration Deadline”). The New Financing Condition (as defined in the Offer to Purchase) has been satisfied.
To participate in the Offer, and be eligible to receive the Total Consideration, Holders must have validly tendered and not validly withdrawn their Notes so that they were received by the Information and Tender Agent at or prior to the Expiration Deadline, or deliver a properly completed and duly executed notice of guaranteed delivery by no later than 5:00 p.m., (New York City time) on 18 October, 2022, which is the second Business Day after the Expiration Deadline, in accordance with the guaranteed delivery procedures described in the Offer to Purchase.
The Total Consideration was calculated in the manner set out in the Offer to Purchase, with reference to the Purchase Yield being the sum of (i) the Fixed Spread of 140bps and (ii) the Reference Yield based on the bid side price of the 4.250 per cent. U.S. Treasury due 09/30/2024 as reported on Bloomberg Reference Page FIT1 at 11:00 a.m. (New York City time) on 14 October, 2022.
In addition to the Total Consideration, Holders whose Notes were accepted for purchase will also be eligible to receive a cash payment representing accrued and unpaid interest from, and including, the last interest payment date for the Notes up to, but excluding, the Settlement Date (as defined below). The “Settlement Date” will occur promptly after the Expiration Date and is expected to be on or about 19 October, 2022. The Guaranteed Delivery Settlement Date for Notes tendered using guaranteed delivery procedures is expected to be on or about 19 October, 2022.
The Total Consideration and the Accrued Interest Payment for Notes validly tendered pursuant to the at or prior to the Expiration Deadline, and accepted for purchase, will be paid to Holders on the Settlement Date or in the case of Notes accepted for purchase pursuant to the guaranteed delivery procedures, on the Guaranteed Delivery Settlement Date. In the case of Notes that are tendered according to the guaranteed delivery procedures, no additional Accrued Interest Payment will be payable in respect of the period after the Settlement Date for tenders for Notes that have been tendered not using the guaranteed delivery procedures.
The Offeror has retained Citigroup Global Markets Limited, J.P. Morgan Securities LLC and Morgan Stanley & Co LLC to act as the Dealer Managers for the Offer, and Goodbody Stockbrokers to act as Structuring Adviser for the Offer and Kroll Issuer Services Limited to act as the Information and Tender Agent for the Offer. Questions regarding the Offer may be directed to (i) Citigroup Global Markets Limited at (within the United States) +1 212 723 6106 (U.S. Collect) or +1 800 558 3745 (U.S. Toll-Free) / (outside the United States) +44 20 7986 8969 or by email to liabilitymanagement.europe@citi.com; (ii) J.P. Morgan Securities LLC at (within the United States) +1 212 834 4045 (U.S. collect) or +1 (866) 834 4666 (U.S. toll free)/(outside the United States) +44 207 134 2468 or by email to liability_management_EMEA@jpmorgan.com; and (iii) Morgan Stanley & Co. LLC at (within the United States) +1 212 761 1057 (U.S. Collect) or +1 800 624 1808 (U.S. toll free) / (outside the United States) +44 20 7677 5040 or by email to liabilitymanagementeurope@morganstanley.com.
