Market Notice Regarding Tender Offer
Anglo Irish Bank Corporation Limited Announces Tender Offer in Respect of Seven Series of Securities
Not for release, publication or distribution to any person located or resident in the United States or the Republic of Italy.
Dublin, 22 July 2009: Anglo Irish Bank today announced an offer, on the terms of and subject to the conditions contained in a tender offer memorandum (the Tender Offer Memorandum) dated 22 July 2009, to purchase for cash any and all of the following series of securities (the Securities):
Tier 1 Securities:
£200,000,000 8.5325 per cent. Guaranteed Step-up Callable Perpetual Capital Securities issued by Anglo Irish Asset Finance plc (the 2001 Securities)
£250,000,000 7.625 per cent. Tier One Non-Innovative Capital Securities issued by Anglo Irish Asset Finance plc in one tranche of £160,000,000 and one tranche of £90,000,000 (the 2002 Securities)
€600,000,000 Fixed Rate/Variable Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities issued by Anglo Irish Capital UK LP (the 2004A Securities)
€600,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities issued by Anglo Irish Capital UK (2) LP (the 2006 Securities)
£350,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities issued by Anglo Irish Capital UK (3) LP(the 2007 Securities)
Tier 2 Securities:
€750,000,000 Floating Rate Subordinated Notes issued by Anglo Irish Bank Corporation plc (now Anglo Irish Bank Corporation Limited) (the 2004B Securities)
£300,000,000 Callable Fixed to Floating Rate Undated Subordinated Notes issued by Anglo Irish Bank Corporation plc (now Anglo Irish Bank Corporation Limited)(the 2005 Securities)
The 2001 Securities, the 2002 Securities, the 2004A Securities, the 2004B Securities, the 2005 Securities, the 2006 Securities and the 2007 Securities together, the Securities and each a Series and the holders of such being the Holders.
The Offer
Anglo Irish Bank Corporation Limited (the Bank) and Anglo Irish Asset Finance plc (Asset Finance and together with the Bank, the Offerors) invite Holders (subject to offer restrictions - see "Offer and Distribution Restrictions") to tender any and all of the Securities for purchase by the Relevant Offeror for cash (the Offer). The Offer is made on the terms and subject to the conditions contained in the Tender Offer Memorandum.
Relevant Offeror means (i) in respect of the 2001 Securities, the 2002 Securities, the 2004A Securities, the 2006 Securities and the 2007 Securities, Asset Finance and (ii) in respect of the 2004B Securities and the 2005 Securities, the Bank.
The Relevant Offeror will pay the relative amount set out below against each Series of Securities (in each case the Purchase Price) for each €1,000 (in the case of the 2004A Securities, the 2004B Securities and the 2006 Securities) or £1,000 (in the case of the 2001 Securities, the 2002 Securities, the 2005 Securities and the 2007 Securities) in nominal amount of the Securities accepted by it for purchase pursuant to the Offer, and (in the case of the 2004B Securities and the 2005 Securities only) the Relevant Offeror will also pay accrued interest on such Securities. Accrued interest will not be paid on the Tier 1 Securities pursuant to the Bank's announcement on 9 July 2009 that no further coupon (other than that due on the 2002 Securities on 23 July 2009 which will be paid) will be made on such Securities as a condition of the European Commission's approval of the Irish Government's recapitalisation of the Bank.
Subject to applicable law and as provided in the Tender Offer Memorandum, the Relevant Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time (including with respect to any or all Series of Securities). Details of any such extension, re-opening, amendment or termination will be announced as provided in the Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.
Capitalised terms not otherwise defined in this notice have the same meaning as assigned to them in the Tender Offer Memorandum.
Tenders of Securities in the Offer will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
| Description of the Securities | Common code/ISIN | Outstanding nominal amount | Amount subject to the Offer | Relevant Offeror | Purchase Price | Whether Accrued Interest payable |
| £200,000,000 8.5325 per cent. Guaranteed Step-up Callable Perpetual Capital Securities issued by Anglo Irish Asset Finance plc | 013147566 XS0131475666 | £200,000,000 | Any and all | Asset Finance | £270 for each £1,000 in nominal amount | No |
| £250,000,000 7.625 per cent. Tier One Non-Innovative Capital Securities issued by Anglo Irish Asset Finance plc in one tranche of £160,000,000 and one tranche of £90,000,000 | 015181125 XS0151811253 | £250,000,000 | Any and all | Asset Finance | £270 for each £1,000 in nominal amount | No |
| €600,000,000 Fixed Rate/Variable Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities issued by Anglo Irish Capital UK LP | 020179031 XS0201790317 | €600,000,000 | Any and all | Asset Finance | €270 for each €1,000 in nominal amount | No |
| €750,000,000 Floating Rate Subordinated Notes issued by Anglo Irish Bank Corporation plc (now Anglo Irish Bank Corporation Limited) | 019493750 XS0194937503 | €750,000,000 | Any and all | The Bank | €550 for each €1,000 in nominal amount | Yes |
| £300,000,000 Callable Fixed to Floating Rate Undated Subordinated Notes issued by Anglo Irish Bank Corporation plc (now Anglo Irish Bank Corporation Limited) | 023139162 XS0231391623 | £300,000,000 | Any and all | The Bank | £370 for each £1,000 in nominal amount | Yes |
| €600,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities issued by Anglo Irish Capital UK (2) LP | 026881412 XS0268814125 | €600,000,000 | Any and all | Asset Finance | €270 for each €1,000 in nominal amount | No |
| £350,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities issued by Anglo Irish Capital UK (3) LP | 029242534 XS0292425344 | £350,000,000 | Any and all | Asset Finance | £270 for each £1,000 in nominal amount | No |
The Offer begins today, 22 July 2009, and will expire at 5.00 p.m. London time on 30 July 2009 (the Expiration Deadline), unless extended, re-opened or terminated as provided in the Tender Offer Memorandum. The relevant deadline set by any intermediary or Clearing System will be earlier than this deadline.
The Relevant Offeror will announce on the Business Day following the Expiration Deadline whether it accepts for purchase Securities validly tendered in the Offer and the aggregate nominal amount of Securities of each Series (if any) accepted for purchase. Settlement of the Purchase Price and, where applicable, accrued interest is expected to take place on 4 August 2009.
In order to be eligible to receive the Purchase Price, Holders must validly tender their Securities by the Expiration Deadline, by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline.
Announcements will be made by the issue of a press release to a Notifying News Service, by delivery of notices to the Clearing Systems for communication to Direct Participants via the Company Announcements Section of the Irish Stock Exchange (in respect of the 2005 Securities, the 2006 Securities and the 2007 Securities), by publication on the Luxembourg Stock Exchange's website at www.bourse.lu (in respect of the 2001 Securities, the 2002 Securities and the 2004A Securities), and may also be found on Reuters International Insider Screen. Copies of all announcements, notices and press releases can also be obtained from the Tender Agent, the contact details for which are set out below.
The following table sets out the expected dates and times of the key events relating to the Offer. This is an indicative timetable and is subject to change. All times are London Time.
| Date and time | Number of Business Days from and including Launch Date | Event |
| Wednesday, 22 July 2009 | Day 1 | Launch Date Offer announced and Tender Offer Memorandum available from the Dealer Managers and the Tender Agent Notices of Offer published |
| Thursday, 30 July 2009 at 5.00 p.m. | Day 7 | Expiration Deadline Deadline for receipt by theTender Agent of all Tender Instructions |
| The Business Day immediately following the Expiration Date | Day 8 | Announcement of Acceptance and Results Announcement by the Relevant Offeror of whether it accepts for purchase Securities validly tendered in the Offer and the aggregate nominal amount of Securities of each Series (if any) accepted for purchase |
| Tuesday, 4 August 2009 | Day 9 | Settlement Date Payment of the Purchase Price and, if applicable, any Accrued Interest in respect of the Securities accepted for purchase |
Eligible holders of the Securities are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.
Requests for information in relation to the Offer should be directed to:
| THE DEALER MANAGERS |
Barclays Bank PLC 5 The North Colonnade Canary Wharf London E144BB United Kingdom For information by telephone: +44 207 773 8990 Attention: Liability Management Group Email: eu.lm@barcap.com | J.P. Morgan Securities Limited 125 London Wall London EC2Y 5AJ United Kingdom For information by telephone: +44 (0) 20 7777 1333 Attention: Sebastien Bamsey – Liability Management Email: sebastien.m.bamsey@jpmorgan.com For information by telephone: +44 (0) 20 7779 2468 Attention: Richard Howard – FIG Syndicate Email: Richard.v.howard@jpmorgan.com |
Requests for information in relation to the procedures for tendering Securities in, and for any documents or materials relating to, the Offer should be directed to:
| THE TENDER AGENT |
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom For information by telephone: +44 20 7704 0880 For information by facsimile: +44 20 7067 9098 Attention: Yves Theis / Lee Pellicci Email: angloirish@lucid-is.com |
A copy of the Tender Offer Memorandum is available for inspection at the offices of the Dealer Managers and the Tender Agent.
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 the Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Securities in the Offer. None ofthe Offerors, the Dealer Managers or the Tender Agent makes any recommendation that you tender Securities in the Offer or refrain from doing so, and no one has been authorised by any of them to make any such recommendation.
Offer and Distribution Restrictions
General
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Offerors and the Dealer Managers to inform themselves about and to observe any such restrictions.
Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell Securities, and tenders of Securities in the Offer will not be accepted from Holders, in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any of the Dealer Managers is such a licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be made on behalf of the Relevant Offeror by that Dealer Manager.
Holders with any questions on the Offer should contact either of the Dealer Managers for further information.
United States
The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and the Securities may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to persons located or resident in the United States (including custodians, nominees and trustees). Any purported tender of Securities in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of Securities made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted. For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
United Kingdom
The communication of the Tender Offer Memorandum and any other documents or materials relating to the Offer 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, and are only for circulation to persons outside the United Kingdom or to persons within 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 Order)) or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated.
Italy
The Offer is not being made in the Republic of Italy (Italy). The Offer and the Tender Offer Memorandum have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Holders are notified that, to the extent Holders are located or resident in Italy, the Offer is not available to them and they may not tender Securities in the Offer and, as such, any Tender Instructions received from such persons shall be ineffective and void, and neither this Tender Offer Memorandum nor any other documents or materials relating to the Offer or the Securities may be distributed or made available in Italy.
Belgium
The Offer is not being made, directly or indirectly, to the public in Belgium. The Tender Offer Memorandum has not been and will not be notified to nor approved by the Belgian Banking, Finance and Insurance Commission (Commission Bancaire, Financière et des Assurances/Commissie voor het Bank, Financie en Assurantiewezen) and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been, or will be, approved by the Belgian Banking, Finance and Insurance Commission. Accordingly, the Offer may not be advertised and neither the Tender Offer Memorandum nor any such documents or materials may be distributed or made available in Belgium other than to qualified investors, as referred to in Article 6 of the Law of 1 April 2007 on public acquisition offers, acting for their own account.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offer. The Tender Offer Memorandum has not been and will not be submitted to nor approved by the Autorité des Marchés Financiers.
Ireland
The Tender Offer Memorandum and any other documents or materials relating to the Offer must not be distributed (i) otherwise than in conformity with the provisions of the Irish Investment Intermediaries Act 1995, as amended, including, without limitation, Sections 9 and 23 thereof and any codes of conduct rules made under Section 37 thereof, (ii) otherwise than in conformity with the provisions of the Investor Compensation Act, 1998 and (iii) otherwise than in conformity with the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007, as amended and the Market Abuse (Directive) 2003/6/EU Regulations 2005 of Ireland.
-Ends-
Natasha Mercer
Group Company Secretary
Tel: 00 353 1 616 2506
22nd July 2009