Standard Form TR-1
Standard form for notification of major
holdings
|
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and
to the Central Bank of Ireland)i
|
|
|
|
1.
Identity of the issuer or the underlying issuer of existing shares
to which voting rights are attachedii: AIB Group, p.l.c.
("AIBG
plc")
|
|
2.
Reason for the notification (please
tick the appropriate box or boxes):
[X] An acquisition or disposal of
voting rights
[ ] An acquisition or disposal of
financial instruments
[X] An event changing the breakdown
of voting rights
[ ] Other (please
specify)iii:
|
|
3.
Details of person subject to the notification
obligationiv
:
|
|
Name:
Minister for Finance of
Ireland
National Treasury Management
Agency
(the "NTMA") (as controller and
manager of
Ireland Strategic Investment Fund
(the
"ISIF"))
See Additional Information set out
at Section 12 below.
|
City and country of registered office
(if applicable):
Minister for Finance of
Ireland: Government Buildings, Upper Merrion Street, Dublin 2 DO2 R583,
Ireland
NTMA: Treasury Dock, North Wall Quay, Dublin 1, D01 A9T8,
Ireland
|
|
4.
Full name of shareholder(s) (if
different from 3.)v
|
|
5.
Date on which the threshold was crossed or
reachedvi:
02/09/2024
|
|
6.
Date on which issuer notified:
03/09/2024
|
|
7.
Threshold(s) that is/are crossed or reached:
The percentage of voting rights in
AIBG plc owned by the Minister through the ISIF has decreased from
24.99% to 21.85%. The percentage of voting rights in AIBG plc owned
by the Minister through the ISIF has fallen below 22%.
|
|
8.
Total positions of person(s) subject to the notification
obligation:
|
|
|
% of voting rights attached to
shares (total of 9.A)
|
% of voting rights through financial
instruments
(total of 9.B.1 + 9.B.2)
|
Total of both in % (9.A +
9.B)
|
Total number of voting rights of
issuervii
|
|
Resulting situation on the date on
which threshold was crossed or reached
|
21.85%
|
N/A
|
21.85%
|
2,328,692,340
|
|
Position of previous notification
(if applicable)
|
24.99%
|
N/A
|
24.99%
|
|
|
9.
Notified details of the resulting situation on the date on which
the threshold was crossed or reachedviii:
|
|
A:
Voting rights attached to shares
|
|
Class/type of
shares
ISIN code (if possible)
|
Number of voting rightsix
|
% of
voting rights
|
|
Direct
|
Indirect
|
Direct
|
Indirect
|
|
Ordinary shares
of €0.625
(ISIN:
IE00BF0L3536)
|
NIL
|
508,778,021
|
NIL
|
21.85%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL A
|
508,778,021
|
|
21.85%
|
|
|
|
|
B 1:
Financial Instruments according to Regulation 17(1)(a) of the
Regulations
|
|
Type of financial instrument
|
Expiration
datex
|
Exercise/
Conversion Periodxi
|
Number of voting rights that may be acquired if the instrument
is exercised/converted.
|
%
of voting rights
|
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL B.1
|
N/A
|
N/A
|
|
|
|
B 2:
Financial Instruments with similar economic effect according to
Regulation 17(1)(b) of the Regulations
|
|
Type of financial instrument
|
Expiration
datex
|
Exercise/
Conversion Period xi
|
Physical or cash settlementxii
|
Number of voting rights
|
%
of voting rights
|
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL B.2
|
N/A
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
10.
Information in relation to the person subject to the notification
obligation (please tick the
applicable box):
[ ]
Person subject to the notification obligation is not controlled by
any natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuer.xiii
[X]
Full chain of controlled undertakings
through which the voting rights and/or the
financial instruments are effectively held starting with the
ultimate controlling natural person or legal
entityxiv:
|
|
Namexv
|
% of
voting rights if it equals or is higher than the notifiable
threshold
|
% of
voting rights through financial instruments if it equals or is
higher than the notifiable threshold
|
Total of both if it equals or is higher than the notifiable
threshold
|
|
NTMA as controller and manager of
ISIF
|
21.85%
|
NIL
|
21.85%
|
|
|
|
|
|
|
In so far as directed investments (as
such term is defined in the National Treasury Management Agency
(Amendment) Act 2014) are concerned, the NTMA is a "controlled
undertaking" of the Minister for Finance for the purposes of the
Transparency (Directive 2004/109/EC) Regulations 2007 as
amended.
|
|
|
|
11.
In case of proxy voting: [name of
the proxy holder] will cease to hold [% and number] voting rights as of
[date]
|
|
|
|
12.
Additional informationxvi:
The ordinary shares in the capital
of AIBG plc which are the subject of this notification
("Shares") comprise assets
of the ISIF. Under the National Treasury Management Agency
(Amendment) Act 2014 (as amended) (the "2014 Act"), ISIF is controlled and
managed by the NTMA. The NTMA (as controller and manager of ISIF)
deals with those Shares which are a directed investment in
accordance with directions in writing given to it by the Minister
from time to time. Ownership of the ISIF vests in the Minister
under the 2014 Act. The Shares are held via The Bank of New York
Mellon SA/NV (as custodian of the NTMA (as controller and manager
of ISIF)).
|
Done at Dublin on
03/09/2024.
Notes
i. Persons completing this
form should have regard to the requirements of the Transparency
(Directive 2004/109/EC) Regulations 2007 as amended (the
"Regulations"), the Central Bank of Ireland's Transparency Rules
(the "Transparency Rules") and Commission Delegated Regulation (EU)
2015/761 of 17 December 2014.
ii Full name of the legal
entity and other identifying specification of the issuer or
underlying issuer, provided it is reliable and accurate (e.g.
address, LEI, domestic number identity).
iii Other reason for the
notification could be voluntary notifications, changes of
attribution of the nature of the holding (e.g. expiring of
financial instruments) or acting in concert.
iv This should be the full name
of (a) the shareholder; (b) the natural person or legal entity
acquiring, disposing of or exercising voting rights in the cases
provided for in Regulation 15(b) to (h) of the Regulations (Article
10 (b) to (h) of Directive 2004/109/EC); or (c) the holder of
financial instruments referred to in Regulation 17(1) of the
Regulations (Article 13(1) of Directive
2004/109/EC).
As
the disclosure of cases of acting in concert may vary due to the
specific circumstances (e.g. same or different total positions of
the parties, entering or exiting of acting in concert by a single
party) the standard form does not provide for a specific method how
to notify cases of acting in concert.
In
relation to the transactions referred to in points (b) to (h) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC), the following list is provided as an indication of
the persons who should be mentioned:
-
in the circumstances foreseen in letter (b) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC), the natural person or legal entity that acquires the
voting rights and is entitled to exercise them under the agreement
and the natural person or legal entity who is transferring
temporarily for consideration the voting rights;
- in the circumstances foreseen in
letter (c) of the Regulation 15 of the Regulations (Article 10 of
Directive 2004/109/EC), the natural person or legal entity holding
the collateral, provided the person or entity controls the voting
rights and declares its intention of exercising them, and natural
person or legal entity lodging the collateral under these
conditions;
-
in the circumstances foreseen in letter (d) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC), the natural person or legal entity who has a life
interest in shares if that person or entity is entitled to exercise
the voting rights attached to the shares and the natural person or
legal entity who is disposing of the voting rights when the life
interest is created;
-
in the circumstances foreseen in letter (e) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC), the controlling natural person or legal entity and,
provided it has a notification duty at an individual level under
Regulation 14 of the Regulations (Article 9 of Directive
2004/109/EC), under letters (a) to (d) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC) or under a
combination of any of those situations, the controlled
undertaking;
-
in the circumstances foreseen in letter (f) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC), the deposit taker of the shares, if he can exercise
the voting rights attached to the shares deposited with him at his
discretion, and the depositor of the shares allowing the deposit
taker to exercise the voting rights at his
discretion;
-
in the circumstances foreseen in letter (g) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC), the natural person or legal entity that controls the
voting rights;
-
in the circumstances foreseen in letter (h) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC), the proxy holder, if he can exercise the voting
rights at his discretion, and the shareholder who has given his
proxy to the proxy holder allowing the latter to exercise the
voting rights at his discretion (e.g. management
companies).
v Applicable in the cases
provided for in Regulation 15(b) to (h) of the Regulations (Article
10 (b) to (h) of Directive 2004/109/EC). This should be the full
name of the shareholder who is the counterparty to the natural
person or legal entity referred to in Regulation 15 of the
Regulations (Article 10 Directive 2004/109/EC) unless the
percentage of voting rights held by the shareholder is lower than
the lowest notifiable threshold for the disclosure of voting rights
holdings in accordance with the requirements of the Regulations and
the Transparency Rules.
vi The date on which threshold
is crossed or reached should be the date on which the acquisition
or disposal took place or the other reason triggered the
notification obligation. For passive crossings, the date when the
corporate event took effect.
vii The total number of voting
rights shall be composed of all the shares, including depository
receipts representing shares, to which voting rights are attached
even if the exercise thereof is suspended.
viii If the holding has fallen
below the lowest applicable threshold in accordance with the
Regulations and the Transparency Rules the holder is not
obliged to disclose the extent of the holding only that the holding
is "below 3%" or "below 5%" as appropriate.
ix In case of combined holdings
of shares with voting rights attached "direct holding" and voting
rights "indirect holding", please split the voting rights number
and percentage into the direct and indirect columns - if there is
no combined holdings, please leave the relevant box
blank.
x Date of maturity/expiration
of the financial instrument i.e. the date when right to acquire
shares ends.
xi If the financial instrument
has such a period - please specify this period - for example once
every 3 months starting from [date].
xii In case of cash settled
instruments the number and percentages of voting rights is to be
presented on a delta-adjusted basis (Regulation 17(4) of the
Regulations/Article 13(1a) of Directive
2004/109/EC).
xiii If the person subject to the
notification obligation is either controlled and/or does control
another undertaking then the second option
applies.
xiv The full chain of controlled
undertakings, starting with the ultimate controlling natural person
or legal entity, has to be presented also in cases in which only on
subsidiary level a threshold is crossed or reached and the
subsidiary undertaking discloses the notification, as only thus
will the markets get a full picture of the group holdings. In the
case of multiple chains through which the voting rights and/or
financial instruments are effectively held, the chains have to be
presented chain by chain leaving a row free between different
chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F
etc.).
xv The names of controlled
undertakings through which the voting rights and/or financial
instruments are effectively held have to be presented irrespective
of whether the controlled undertakings cross or reach the lowest
applicable threshold themselves.
xvi Example: Correction of a
previous notification.