Pre-Admission Announcement: ESM Schedule 1 (5666L)

TIDMIPM

RNS Number : 5666L

Irish Life & Permanent Grp HldgsPLC

02 August 2011

Pre-Admission Announcement ESM Schedule 1

 
Announcement to be made by the ESM Applicant prior to admission 
 in accordance with 
 rule 2 of the ESM Rules for Companies 
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All Applicants must complete the following 
Company name Irish Life & Permanent Group 
 Holdings p.l.c. ("IL&PGH" or the "Company") 
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Company registered address and if different, company trading 
 address (including postcodes) 
Irish Life Centre, Lower Abbey Street, Dublin 1 
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Country of incorporation Ireland 
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Company website address containing all information required 
 by rule 26 in the ESM Rules 
 for Companies 
www.irishlifepermanent.ie 
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Company business (including main country of operation) or, 
 in the case of an investing company, details of its investing 
 strategy. If the admission is sought as a result of a reverse 
 takeover under rule 14 of the ESM Rules for Companies, this 
 should be stated 
Life assurance and fund management, residential mortgage 
 and retail banking business in Ireland and buy-to-let mortgage 
 business in the UK 
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Details of securities to be admitted including any restrictions 
 as to transfer of securities (i.e. where known, number of 
 shares, nominal value and issue price to which it seeks 
 admission and the number and type to be held as treasury 
 shares) 
36,525,797,323 ordinary shares of EUR0.031 each 
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Capital to be raised on admission (if applicable) and anticipated 
 market capitalisation on admission 
Capital to be raised on admission: None 
 Anticipated market capitalisation on admission: EUR1.8 billion 
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Percentage of ESM securities not in public hands on admission 
> 99% 
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Details of any other exchange or trading platform to which 
 the ex securities (or other securities of the company) are 
 or will be admitted or traded 
None 
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Full names and functions of directors and proposed directors 
 (underlining the first name by which each is known or including 
 any other name by which each is known) 
Alan Cook (Chairman) 
 Kevin Murphy (Group Chief Executive) 
 David McCarthy (Group Finance Director) 
 Bernard Collins (Non Executive Director) 
 Margaret Hayes (Non Executive Director) 
 Roy Keenan (Non Executive Director) 
 Sandy Kinney (Non Executive Director) 
 Ray MacSharry (Non Executive Director) 
 Pat Ryan (Non Executive Director) 
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Full names and holdings of significant shareholders, expressed 
 as a percentage of the issued share capital, before or after 
 admission (underlining the first name by which each is known 
 or including any other name by which each is known) 
The Minister of Finance for Ireland - 99.2% 
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Names of all persons to be disclosed in accordance with 
 schedule two, paragraph (h) of the ESM Rules for Companies 
All material contractual arrangements as set out in this 
 heading are outlined in Section 7 of Part VI (Additional 
 Information) of the Circular dated 27 June 2011 which was 
 sent to Shareholders of ILP and is available on the Group's 
 website 
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       i anticipated accounting reference date 31 
        December 
       ii date to which the main financial information 
        in the admission document has been prepared 
        n/a 
       iii dates by which it must publish its first 
        three reports pursuant to Rules 18 and 19 
        in the ESM Rules for Companies 
        2011 Annual Report to be published by 30 June 
        2012 
        2012 Half Yearly Report to be published by 
        30 Sept. 2012 
        2012 Annual Report to be published by 30 June 
        2013 
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Expected admission date 5 September 
 2011 
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Name and address of ESM Adviser 
 Davy 
 Davy House 
 49 Dawson Street 
 Dublin 2 
 Ireland 
Name and address of broker 
Davy 
 Davy House 
 49 Dawson Street 
 Dublin 2 
 Ireland 
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Other than in the case of a quoted Applicant, details of 
 where (postal or internet address) the admission document 
 will be available from, with a statement that this will 
 contain full details about the Applicant and the admission 
 of its securities 
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n/a 
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Date of notification 
 2 August 2011 
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New/update (see note): New 
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Quoted Applicants must also complete the following 
The name of the ESM designated market upon which the Applicant's 
 securities have been traded 
ILP's Ordinary Shares have been traded on the Main Securities 
 Market of the Irish Stock Exchange and the regulated market 
 for listed securities of the London Stock Exchange. 
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The date from which the Applicant's securities have been 
 so traded 
Irish Life & Permanent plc was admitted to trading on Main 
 Securities Market of the Irish Stock Exchange and the regulated 
 market for listed securities of the London Stock Exchange 
 (together the "Official Lists") on 27 October 1994. As part 
 of a Company restructuring, Irish Life & Permanent plc was 
 delisted from the Official Lists on 18 January 2010 and 
 a new holding company, Irish Life & Permanent Group Holdings 
 p.l.c. was admitted to trading on the Official Lists on 
 18 January 2010. 
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Confirmation that, following due and careful enquiry, the 
 Applicant has adhered to any legal and regulatory requirements 
 involved in having its securities traded upon such a market 
 or details of where there has been any breach 
Confirmed 
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An address or web-site address where any documents or announcements 
 which the Applicant has made public over the last two years 
 (in consequence of having its securities so traded) are 
 available 
www.irishlifepermanent.ie 
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Details of the Applicant's strategy following admission 
 including, in the case of an investing company, details 
 of its investment strategy 
Following admission the Company intends to refocus its banking 
 activities on its core Irish residential mortgage and retail 
 banking businesses and will continue to trade in Ireland 
 under the Permanent TSB brand and its strategy will be to 
 provide a competitive full service retail banking alternative 
 to the two main pillar banks. The Board will continue to 
 review the options relating to the possible disposal of 
 the Irish Life Group, with a view to maximising the value 
 of the Irish Life Group to the Company. 
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A description of any significant change in financial or 
 trading position of the Applicant, which has occurred since 
 the end of the last financial period for which audited statements 
 have been published 
From 31 December 2010 (being the date to which the last 
 audited consolidated financial statements of the Company 
 were prepared) to the date of this announcement, there has 
 been no significant change in the trading position of the 
 Company, save for an increase in government guarantee costs 
 which was driven by the funding mix and application of higher 
 ELG charges and the impact of persistency experience in 
 the Irish Life Group as outlined in the Interim Management 
 Statement for the Company dated 18 May 2011, and no significant 
 change in the financial position of the Company, save as: 
 (i) disclosed for changes resulting from the INBS Transaction 
 as referred to in note 2 to the pro forma statement of financial 
 position in Part IV (Unaudited Pro Forma Financial Information) 
 of the Circular dated 27 June 2011 which was sent to Shareholders 
 and is available on the Company's website 
 (ii) the subscription by the Minister for Finance of Ireland 
 for EUR2.3 billion worth of Ordinary Shares in IL&PGH as 
 referred to in the announcement made by the Company on 26 
 July 2011 a copy of which is available on the Company's 
 website 
 (iii) The issue to the Minister for Finance of EUR400 million 
 of Contingent Capital Tier 2 Notes due 2016 as referred 
 to in the announcement made by the Company on 26 July 2011 
 a copy of which is available on the Company's website, and 
 (iv) the liability management exercise undertaken by Irish 
 Life & Permanent plc details of which are set out in the 
 announcements made by the Company on 31 May, 2 June, 17 
 June, 1 July, 11 July and 22 July 2011,copies of which are 
 available on the Company's website. 
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A statement that the directors of the Applicant have no 
 reason to believe that the working capital available to 
 it or its group will be insufficient for at least twelve 
 months from the date of its admission 
In reliance on (i) the Minister for Finance of Ireland's 
 (the "Minister") investment of EUR2.3 billion into the Company 
 and the issue of EUR400 million of Contingent Capital Tier 
 2 Notes to the Minister (ii) standby State investment of 
 up to an additional EUR1.1 billion to the Company in the 
 event or to the extent that the proposed asset disposals 
 (including the possible disposal of the Irish Life Group), 
 the Liability Management Exercise, the use by the Minister 
 of the Stabilisation Act and alternative measures for burden 
 sharing with bondholders through the introduction of new 
 or amending legislation (subject to the statutory requirements 
 in place at the relevant time being satisfied) or otherwise 
 do not together generate EUR1.1 billion of Core Tier 1 Capital 
 and (iii) the Board's expectation of the continued liquidity 
 and other financial support to ILP by the Central Bank of 
 Ireland and the European Central Bank, the directors of 
 ILP have no reason to believe that the working capital available 
 to it or its group will be insufficient for at least 12 
 months following its admission to the ESM. 
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Details of any lock-in arrangements pursuant to rule 7 of 
 the ESM Rules for Companies 
None 
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A brief description of the arrangements for settling the 
 Applicant's securities 
Shareholders accounts will continue to settle in CREST, 
 with no change to existing arrangements 
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A website address detailing the rights attaching to the 
 Applicant's securities 
www.irishlifepermanent.ie 
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Information equivalent to that required for an admission 
 document which is not currently public 
N/A 
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A website address of a page containing the Applicant's latest 
 annual report and accounts which must have a financial year 
 end not more then nine months prior to admission and fully 
 audited interim results where applicable. The accounts must 
 be prepared according to Irish, UK or US 
 GAAP or international accounting standards. 
www.irishlifepermanent.ie 
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The number of each class of securities held in treasury 
None 
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Note: this field should indicate that the announcement is 
 'new' and all relevant fields should be completed. Otherwise 
 where the form is required to be completed in respect of 
 an 'update' announcement, this should be indicated. In such 
 cases, all the original information should be included with 
 any amended fields emboldened. 
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Submit completed form for market dissemination to [e-mail] 
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