NEW YORK and LONDON, June 10, 2011 /PRNewswire/ --
In response to the Bank of Ireland's (BKIR.I) public announcement on 8 June regarding its launch of a Liability Management Exercise (LME), an ad hoc committee currently comprised of over $1 billion of BOI's LT2 subordinated notes announced its formation. The BOI Investor Committee, which indicated that it holds sufficient notes to reject the LME on behalf of nearly all of the Bank's LT2 subordinated note issues, intends to immediately join discussions with representatives of the Irish Ministry of Finance and the Bank regarding efforts to recapitalize the Bank with private funds, which the LME allows for. If indeed, the BOI Investor Committee's interests are to be converted to equity, it seeks to convert such interests on fair terms and to participate in the rights offering along with other stakeholders. This course of action fully embraces burden-sharing as it will relieve the Irish government and the Irish taxpayer from the obligation to make further capital contributions as well as reducing their exposure to potential future losses that may arise from the Bank's performance. As a preliminary matter, the BOI Investor Committee is concerned that, instead of engaging the LT2 investors to see if a market-based, arms-length solution exists, the Bank, with the apparent support of the Ministry of Finance, has instead defaulted to a different path - - yet another tax-payer funded bail-out that is regrettably premised on the improper impairment of creditor rights.
While the BOI Investor Committee is committed to engaging on a consensual basis, it believes that the Bank's LME is fatally flawed because it fails to respect the fundamental principle that creditors must be paid ahead of shareholders. The proposal also runs contrary to opinions expressed by the European Commission in recent consultative papers on EU banking policy, as well as precedent established in other recent EU bank restructurings. In particular, the LME contemplates that BOI LT2 subordinated capital will suffer as much as an 80% discount while BOI's preferred equity remains unimpaired and its common shareholders retain significant value. To force LT2 investors into the deal, BOI is also seeking the right to repurchase rejecting notes for one penny per EUR1,000 face amount of notes. The Bank has also indicated that the Finance Ministry will issue a Subordinated Liability Order (SLO) that would treat the notes even less favorably, if the LME is not accepted. Such unilateral and coercive action is a clear abuse of the rish Credit Stabilization Bill of 2010, and breaches the bondholder contract which is governed by English law.
As has previously been communicated without response, the BOI Investor Committee asserts that its own private capital and that of others is available to recapitalize the Bank without the use of public funds - a course of action that is consistent with the commitments that the Irish Republic has given to its External Partners, the ECB, IMF and EU. It is also the view of the BOI Investor Committee that fair terms acceptable to all parties can be achieved that would also respect the claim priorities of the current capital structure. Such a solution would leave the burden-sharing ethos of the LME intact while clearly benefitting tax-payers, the Bank and all of its current stakeholders.
The BOI Investor Committee believes that the BOI and the Irish Republic represent compelling investment opportunities in their own right and that their resort to heavy-handed measures as reflected by the LME and the threatened SLO is counter-productive not only to the Bank's long-term interests, but also to the ability to attract needed capital for other Irish institutions. Absent revision, the BOI Investor Committee will reject the LME and oppose the propriety and enforceability of any SLO the Finance Ministry may issue. In that regard, the BOI Investor Committee asks that the Bank and the Ministry of Finance suspend their announced plans until the BOI Investor Committee has had reasonable opportunity to meet and attempt to formalize the terms of a privately-funded solution. If a market-based solution can be achieved, it will inspire and restore investor confidence and hasten the ability of the Bank and the Irish government to return to the international capital markets. The BOI Investor Committee believes that its willingness to share the burden of restructuring by converting its debt claims to equity reflects substantial commitment to that outcome. The BOI Investor Committee is fully committed to raising the necessary capital by the July 31 deadline that has already been set by the Irish authorities.
Holders of LT2 subdebt wishing to join the BOI Investor Committee, or having questions regarding the noteholders' rights and remedies should contact the Committee's counsel, Thomas Lauria or Stephen Phillips at White & Case LLP.
SOURCE White & Case on behalf of The BOI Investor Committee