Allianz – Irish Life Holdings plc (“AILH”)

Recommended acquisition for cash by Allianz Europe B.V. of the outstanding shares in AILH

  • Notices of Court Meeting and EGM

    Allianz – Irish Life Holdings plc (“AILH”)

    Recommended acquisition for cash by Allianz Europe B.V. of the outstanding shares in AILH

    Publication of Circular and Notices of Court Meeting and EGM

    Dublin 2 February, 2017: AILH today announces that it has reached agreement with Allianz Europe B.V. (“Allianz Europe”) on the terms of a recommended acquisition for cash by Allianz Europe of the shares in AILH not already owned by the Allianz Group (the “Acquisition”). The Acquisition is being implemented by means of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland.

    Under the terms of the Acquisition, AILH shareholders will be entitled to receive for each AILH Share €20.68 in cash.

    The Acquisition will require approval (1) at a specially convened shareholder meeting (the “Court Meeting”) of AILH Shareholders (other than members of the Allianz Group) and (2) at another specially convened shareholder meeting (the “EGM”) of all AILH Shareholders. The Acquisition must also be sanctioned by the Irish High Court.

    The Independent Committee of AILH, which has been so advised by Goodbody, considers the terms of the Acquisition to be fair and reasonable. In providing advice on the Acquisition to the Independent Committee of AILH, Goodbody has taken into account the commercial assessments of the AILH Directors. Accordingly, the Independent Committee of AILH unanimously recommends that AILH Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Resolutions at the EGM.

    AILH confirms that it is today posting to AILH Shareholders a circular (the “Circular”) incorporating notices convening the Court Meeting and the EGM. The Court Meeting will be held at the offices of McCann FitzGerald, Riverside One, Sir John Rogerson’s Quay, Dublin 2, Ireland at 12 noon on Monday, 27 February 2017. The EGM will be held at the same venue at 12.15 p.m. on Monday, 27 February 2017 (or as soon thereafter as the Court Meeting has concluded or been adjourned).

    Notices of the Meetings are set out in Parts VII and VIII of the Circular.

    Copies of the Circular and the Forms of Proxy will be posted today to all AILH Shareholders on the Register of Members of AILH. If you are an AILH Shareholder and you do not receive all of these documents, please contact Computershare at (01) 447 5612 or (if calling from outside Ireland) +353 1 447 5612.

    All terms in this announcement have the meaning given to them in the Circular unless otherwise defined herein.

    Disclaimer

    Goodbody Stockbrokers UC, trading as Goodbody, is regulated by the Central Bank of Ireland, and in the United Kingdom is subject to limited regulation by the Financial Conduct Authority, is acting exclusively for AILH and no one else in connection with the Acquisition and will not be responsible to anyone other than AILH for providing the protections afforded to clients of Goodbody, or for providing advice in relation to the Acquisition or any other transaction, arrangement or other matter referred to in this Announcement.

    This Announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made in accordance with the Circular, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Circular.

  • Results of Court Meeting and EGM

    Allianz – Irish Life Holdings plc (“AILH” or the “Company”)

    Recommended acquisition for cash by Allianz Europe B.V. of the outstanding shares in AILH

    Results of Court Meeting and EGM

     

    Dublin, 27 February 2017: AILH today announces that the requisite majorities of:

    • AILH Shareholders (other than members of the Allianz Group) voted in favour of the resolution to approve the Scheme at the Court Meeting; and
    • AILH Shareholders voted in favour of the Resolutions at the EGM.

    Completion of the Acquisition remains subject to the sanction by the Irish High Court of the Scheme at the Court Hearing. AILH will now apply to the Court to confirm the date for the Court Hearing, which is expected to occur in late March 2017. If, at that hearing, the Court sanctions the Scheme without modification, it is expected that the Scheme and the Acquisition will become effective shortly thereafter. Further announcements will be made in due course.

    Full details of the resolutions passed are set out in the notices of the Court Meeting and EGM contained in the shareholder circular issued by AILH on 2 February 2017 (the “Circular”).

    Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Circular.

    The detailed voting results in relation to the Court Meeting and the EGM are summarised below.

    Voting results of the Court Meeting

    At the Court Meeting, 100 per cent. of AILH Shareholders (other than members of the Allianz Group) who voted (either in person or by proxy), representing 100 per cent. by value of those AILH Shares voted, voted in favour of the resolution to approve the Scheme. Accordingly, the resolution proposed at the Court Meeting was passed on a poll vote. Details of the votes cast are as follows:

    Present and VotingVoted For the ResolutionVoted Against the Resolution
    No. of Share-holdersShares RepresentedNo. of Share- holdersShares RepresentedNo. of Share-holdersShares Represented
    257,400,351257,400,351 (100%)00 (0%)

    No AILH Shares held by members of the Allianz Group were voted at the Court Meeting.

    The total number of Scheme Shares (i.e. issued AILH Shares excluding those held by members of the Allianz Group) was 7,725,395. Accordingly, the total number of votes validly cast at the Court Meeting (7,400,351), represented 95.79% of the Scheme Shares.

    Voting results of the EGM

    At the EGM, the Resolutions relating to matters required for the implementation of the Scheme were duly passed on a poll vote. The results of the polls in respect of the Resolutions are as follows:

    ResolutionVotes for%Votes against%Votes total%Votes withheld
    1) To amend the memorandum   of association of AILH22,707,749100.0000.0022,707,749100.000
    2) To approve the   Scheme22,707,749100.0000.0022,707,749100.000
    3) To approve   cancellation of Scheme Shares22,707,297100.0000.0022,707,297100.00452
    4) To authorise the   Directors to issue New AILH Shares22,707,749100.0000.0022,707,749100.000

    The total number of AILH Shares in issue is 23,053,408 ordinary shares.

    Disclaimer

    This Announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made in accordance with the Circular, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Circular.

  • Scheme Sanctioned and Effective

    Allianz – Irish Life Holdings plc (“AILH” or the “Company”)

    Recommended acquisition for cash by Allianz Europe B.V. of the outstanding shares in AILH

    Scheme Sanctioned and Effective

    Dublin, 24 March 2017: AILH announces that the High Court of Ireland yesterday, 23 March 2017, sanctioned without modification the Scheme (including the Capital Reduction) and that, today, the office copy of the Court Order together with the minute required by Section 86 of the Companies Act 2014 confirming the Capital Reduction were delivered to, and registered by, the Registrar of Companies and that the Scheme is now effective.

    Settlement of the Consideration to which Scheme Shareholders are entitled will be effected by 31 March 2017.

    Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the shareholder circular issued by AILH on 2 February 2017 (the “Circular”).

    Disclaimer

    This announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made in accordance with the Circular, which contains the full terms and conditions of the Acquisition.

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