Dáil Éireann Debate, Tuesday - 14 May 2013
197. Deputy Pearse Doherty asked the Minister for Finance the reason he has not been obliged to make an offer for all outstanding shares in Allied Irish Banks and Permanent TSB in view of his shareholding in both banks, 99.8% in the former and 99.5% in the latter. [22373/13]
View answerThe recapitalisation of Allied Irish Banks (“AIB”) was effected through the National Pensions Reserve Fund Commission (“NPRFC”). Section 15A(4) of the National Pensions Reserve Fund Act 2000 (the “Act”, inserted by the Investment of the National Pensions Reserve Fund and Miscellaneous Provisions Act 2009) provides that nothing done on behalf of the NPRFC for the purposes of a “relevant acquisition” constitutes an offer or takeover bid or similar transaction for the purposes of the Irish Takeover Panel Act 1997, the Irish Takeover Rules or the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 (together “Irish Takeover Law”). A “relevant acquisition” is an acquisition of an interest in a credit institution by the NPRFC resulting from a direction under 19A of the Act. All of the investments in AIB made by the NPRFC were directed investments pursuant to Section 19A of the Act, and were therefore also “relevant acquisitions”. Accordingly the mandatory bid requirements set out in Irish Takeover Law did not apply to the NPRFC’s investments in AIB.
The recapitalisation of Irish Life and Permanent Group Holdings plc (now Permanent tsb Group Holdings plc) took place pursuant to the making of a Direction Order of the High Court dated 26 July 2011 pursuant to the Credit Institutions (Stabilisation) Act 2010 (the “Direction Order ”). In connection with the Direction Order the Irish Takeover Panel granted a waiver of the requirement to make a mandatory cash offer for the entire issued share capital of Irish Life and Permanent Group Holdings plc.
Rule 9 of the Irish Takeover Rules provides that the requirement to make a mandatory cash offer for the remaining issued share capital of a relevant company will not apply to a single holder of securities (including the concert parties of such holder) who holds securities which confer more than 50% of the voting rights of that relevant company.
