Bank of Ireland to meet for £75 million 13.375% subordinated perpetuals

By William Gullotti

Buffalo, N.Y., June 22 – Bank of Ireland extended a tender offer and consent solicitation to holders of its outstanding £75 million 13.375% perpetual subordinated bonds (ISIN: GB0000510312), according to a notice on Thursday.

The bank is seeking bondholder consent to redeem all of the £45,903,600 principal amount outstanding on Aug. 25, via amendment to the trust deed.

The solicitation offers a redemption consideration of £1,920.31 for each £1,000 principal amount, being a payment in respect of the principal amount of the bonds and a payment in lieu of accrued but unpaid interest up to the redemption date of £40.31 per £1,000.

The extraordinary resolution will be voted on at a meeting scheduled on Aug. 4.

The notice referenced an offer memorandum which further detailed a concurrent cash offer to tender bonds for purchase by Elgin Securities DAC, designated “Option 1.” Bondholders delivering tender instructions will receive the redemption consideration, regardless of whether the extraordinary resolution passes.

Bondholders may submit voting only instructions under “Option 2.”

The bank is offering a voting fee of £20 per £1,000 principal amount for bondholders who deliver a valid tender instruction or voting only instruction by the deadline. The voting fee will only be paid if the extraordinary resolution passes.

If the resolution passes, all validly tendered bonds will not be accepted for purchase by Elgin and will be redeemed directly by the bank.

The consent and tender deadline for institutional investors is 8 a.m. ET on June 29, with the deadline for retail investors set at 8 a.m. ET on Aug. 2.

D.F. King Ltd. (+44 800 029 452824, BOI@dfkingltd.co.uk) is the retail information agent. Retail investors may also contact the registrar and receiving agent, Link Market Services Ltd. (+44 800 029 4524).

Jefferies International Ltd. (+44 75 2516 8520, Liabilitymanagement@jefferies.com), J&E Davy Unlimited Co. (+3531 6797788, dcf@davy.ie), Lloyds Bank Corporate Markets plc (+44 20 7158 1726, +44 20 7158 1719, lbcmliabilitymanagement@lloydsbanking.com) and UBS AG London Branch (+44 20 7568 1121, ol-liabilitymanagement-eu@ubs.com) are the dealer managers and solicitation agents for institutional investors.

The subordinated perpetuals, dubbed GovCo bonds, were issued July 25, 1997 by Reading Mortgages plc (later renamed Bristol & West plc).

The issuer is a Dublin-based commercial bank.

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