# AIB flotation - expatriates



## Joe Hill (31 May 2017)

I am an Irish citizen, now living in the Middle East (due in no small part to the collapse of the banking sector!).

I payed taxes in Ireland for more than 30 years, including towards the bail-out of the banking sector. Now I find that having suffered the pain of the down-side I am excluded from investing in AIB via the IPO, which seems to be open only to residents of Ireland and the UK.

I am no expert on IPOs, is this restriction normal/right?


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## ashambles (31 May 2017)

Are you confusing a restriction an individual stockbroker applies to a government restriction? 

I have seen Goodbody say that to become a client you need to be a resident of UK or Ireland, I imagine that is something to do with their regulation, and not to do with this particular IPO. Also I guess if someone was currently non-resident buy had an old Goodbody account then they'd have access to the IPO - they'd hardly check - I've not changed my address with them for a few years because they make it unnecessarily awkward (has to be done via mail).

There are other stockbroking firms involved, maybe see what they say.


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## fistophobia (31 May 2017)

No offence, but the brokers don't want to take on ginnets.
Its a lot of paperwork, similar to opening a bank account.


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## Joe Hill (31 May 2017)

Well I fired off a complaint to the investor relations department - we'll see how far that gets!


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## Joe Hill (31 May 2017)

ashambles said:


> Are you confusing a restriction an individual stockbroker applies to a government restriction?
> 
> I have seen Goodbody say that to become a client you need to be a resident of UK or Ireland, I imagine that is something to do with their regulation, and not to do with this particular IPO. Also I guess if someone was currently non-resident buy had an old Goodbody account then they'd have access to the IPO - they'd hardly check - I've not changed my address with them for a few years because they make it unnecessarily awkward (has to be done via mail).
> 
> There are other stockbroking firms involved, maybe see what they say.



In order to access the retail investor section of the AIB floatation site you must agree to a number of conditions including "I AM RESIDENT AND PHYSICALLY PRESENT IN Ireland or the United Kingdom"

If you fib, and click through, all of the participating brokers are Irish. I have a share dealing account in Luxembourg, but it looks as if that's no good. 
-


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## haroldsxxx (31 May 2017)

Conditions for sale of AIB shares appear v.restrictive in general. One has to have an a/c with one of a small number of stockbrokers. Generally local ones with very high commission charges - no Degiro for instance. Also is it the case that existing shareholders are not going to be allowed the opportunity to increase shareholdings? I have two shares worth just over ten euro. They were worth more once.


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## Joe Hill (1 Jun 2017)

I got a reply from AIB that said, I think, in a roundabout way, that this was not their decision and that I should blame the Minister for Finance.

So, I have written to Finance too.


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## Sarenco (2 Jun 2017)

This really is a bizarre thread. 

Of course it's legal for a company to offer it shares to the public in whatever jurisdictions it sees fit.

Why go to all the trouble and expense of clearing an offering document for distribution in Abu Dhabai (or wherever)?

Investors in other jurisdictions can always buy the shares on the secondary market after the initial public offering if they want.


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## Sarenco (3 Jun 2017)

Joe Hill said:


> . it should be open to all EU citizens, and certainly to all Irish citizens.


Why?

This has nothing whatsoever to do with citizenship.  

Why go to the trouble and expense of offering the shares to residents in other EU jurisdictions if you can get the offer away to Irish & UK residents alone?  

Bear in mind that we are talking about taxpayer money.


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## Joe Hill (13 Jun 2017)

Sarenco said:


> Bear in mind that we are talking about taxpayer money.



And I am, and have continuously been for the last 42 years, an Irish taxpayer!


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## Sarenco (13 Jun 2017)

Joe Hill said:


> And I am, and have continuously been for the last 42 years, an Irish taxpayer!


Well, then you will understand that it makes no sense to waste taxpayer money on needless legal and regulatory costs.


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## T McGibney (13 Jun 2017)

Looks like they did you a favour. 

http://www.irishtimes.com/business/...as-investors-digest-ipo-price-range-1.3117833


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## Joe Hill (14 Jun 2017)

The Department of Finance responded to my complaint saying:

"_The Minister has decided to open the retail offer of the AIB shares to residents of the UK and Ireland only. If the Minister were to open the retail offer to retail investors in multiple other countries, this would be prohibitively expensive and administratively burdensome in that the Minister would have to comply with relevant local laws regarding selling to retail investors. Such compliance could require the publication of a prospectus in each other jurisdiction as well as the appointment of local intermediaries and local advisors by both the Minster and AIB, which we are sure you can appreciate would result in significant costs to the State. The Minister’s intention is to recoup as much of the State’s investment in AIB as possible and to open up the retail offer in the manner suggested would significantly decrease the amount of the sale proceeds_."

This is irrelevant to my complaint. There is a difference between allowing non-residents to subscribe for shares and marketing shares to non-residents. The "prohibitively expensive and administratively burdensome" obligations referred to by the Department would, as far as I know, only apply if shares are marketed to non-residents.

I'm still not happy and have asked the Department to address my complaint, which is that as an Irish citizen and taxpayer I should have the possibility of applying for shares.


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## Sarenco (14 Jun 2017)

The Department's response mirrors the advice you have already received here.

Shares cannot be offered for sale to residents in other jurisdictions without incurring significant additional costs.  The fact that you are an Irish citizen or taxpayer is simply irrelevant.

Pursuing your "complaint" any further would be a complete waste of time.


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## Jim2007 (14 Jun 2017)

Joe Hill said:


> I'm still not happy and have asked the Department to address my complaint, which is that as an Irish citizen and taxpayer I should have the possibility of applying for shares.



Why exactly do you think the government should break the law in your jurisdiction and sell you financial instruments illegally?  There is absolutely no difference between the sale of AIB shares and any other financial instrument so why should the government in your jurisdiction wave the rules and allow the Irish government to sell shares to their residents? A baseless claim!


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## Joe Hill (14 Jun 2017)

Sarenco said:


> Shares cannot be offered for sale to residents in other jurisdictions without incurring significant additional costs.



This is correct, but these costs only apply if you "offer" i.e. take the initiative and market the shares. If you are passive, and an investor from another jurisdiction comes to you, these requirements do not apply.


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## Sarenco (14 Jun 2017)

Joe Hill said:


> This is correct, but these costs only apply if you "offer" i.e. take the initiative and market the shares. If you are passive, and an investor from another jurisdiction comes to you, these requirements do not apply.



Sorry Joe but that is simply not correct in the context of a public offering of this nature.  This has nothing to do with marketing or reverse solicitation.

The Department has accurately described the legal position.


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## Joe Hill (14 Jun 2017)

Sarenco said:


> Sorry Joe but that is simply not correct in the context of a public offering of this nature.  This has nothing to do with marketing or reverse solicitation.
> 
> The Department has accurately described the legal position.



Well I'm not a lawyer, but I can say, having worked in financial services in a few countries, that in all of those countries home state requirements only apply to offerings.

Also bear in mind that while this exercise is styled as an IPO it is not in fact an IPO, and therefore not subject to IPO rules. Rather, it is a sale of shares by a shareholder (the State).


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## Jim2007 (17 Jun 2017)

Joe Hill said:


> Well I'm not a lawyer, but I can say, having worked in financial services in a few countries, that in all of those countries home state requirements only apply to offerings.



So which states exactly are you talking about, 'cause I've worked an a few IPOs over the years and I can recall a single instance where that was the case.


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## Joe Hill (17 Jun 2017)

Jim2007 said:


> So which states exactly are you talking about, 'cause I've worked an a few IPOs over the years and I can recall a single instance where that was the case.


Ireland United Kingdom, UAE.
In order to market in these jurisdiction you must comply with the requirements in those jurisdictions, but where a resident of any of those jurisdictions, solely at his/her own initiative, decides to seek to subscribe for a share offering in another jurisdiction then the regulatory regime of the home country of that person do not apply to the share offering. Laws do not generally have extra-territorial effect.


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## Sarenco (17 Jun 2017)

Again Joe, that is simply not correct in the context of a public offering of this nature.

This has nothing to do with marketing as you keep insisting - it relates to laws that control or regulate the offering of securities to the public.

Do you really think a UAE company could offer shares to the public in Ireland without publishing a prospectus that complies with all relevant Irish requirements?


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## Joe Hill (17 Jun 2017)

Sarenco said:


> Again Joe, that is simply not correct in the context of a public offering of this nature.
> 
> This has nothing to do with marketing as you keep insisting - it relates to laws that control or regulate the offering of securities to the public.
> 
> Do you really think a UAE company could offer shares to the public in Ireland without publishing a prospectus that complies with all relevant Irish requirements?



To use your example, a UAE company could not offer shares to the public in Ireland without publishing a prospectus that complies with all relevant Irish requirements, but a UAE company does not need to publish a prospectus that complies with all relevant Irish requirements where an Irish resident decides, at his/her own initiative, so seek to subscribe for shares in an offering by a UAE company.

BTW, this is not an IPO, a shareholder (the Irish Government) is selling some of it's shares.


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## Sarenco (17 Jun 2017)

Sorry Joe but that is complete nonsense. 

You are mixing up two completely different concepts of financial regulation. 

Once again, this has nothing to do with marketing.  This has nothing to do with reverse solicitation.

I'm really not sure I can be any clearer than that.  If you want to keep insisting on something that is legally incorrect, well, that's your prerogative I guess.

Incidentally, I didn't actually use the phrase "IPO" but I don't know why you think anything turns on it.  We don't have an "IPO law".  We have laws that regulate the offering of securities to the public.


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## Joe Hill (17 Jun 2017)

Sarenco said:


> We have laws that regulate the offering of securities to the public.



Of course we do, but they are the laws of Ireland, and Iris law applies only in Ireland. Unless a seller markets shares in another jurisdiction then the laws of that jurisdiction will not apply. In this case the seller (the Government) has decided to market the shares to Irish and UK residents, so it must comply with all relevant Irish and UK laws. 

I operate a stockbroking account in Luxembourg, I own Bank of Ireland shares, bought on an execution-only basis through that broker, while resident in the UAE. The shares were not marketed in the UAE, and so neither the seller nor the broker needed to comply with UAE securities law.


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## Sarenco (17 Jun 2017)

And I'm sure you could also buy AIB shares through the same brokerage arrangement.  You could do so today if you want - AIB currently has a listing.

Once again, with feeling, this has nothing to do with marketing.  The Minister is restricting this offer to retail investors in Ireland and the UK.  I'm sorry if you cannot understand this distinction.

Perhaps he could have also extended the offer to UAE residents but the costs of preparing an offering document that complies with UAE law and appointing whatever intermediaries are required under UAE law would presumably have been prohibitive.


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## Joe Hill (18 Jun 2017)

I think we may be talking at cross purposes. I agree that this has nothing to do with marketing - but if you look back over the thread it was you, not me, that first raised this issue (your post #10).

What I have said is that, as an Irish citizen & taxpayer, it should have been possible for me to approach one of the designated brokers, open an account, and subscribe for shares.

If you think there is an Irish law or regulation that would prohibit this can you please cite it?


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## Sarenco (18 Jun 2017)

Eh, I didn't use the word "marketing" anywhere in post #10.

I know you said that you should you have been entitled to take up this offer on the basis of your citizenship and former tax status.  And I tried to explain to you that this has absolutely nothing to do with your citizenship or tax status. 

The requirements relating to the publication of a prospectus for a public offering of securities in Ireland are set out in regulations implementing the Prospectus Directive.  I'm afraid I have no idea what the equivalent requirements are in the UAE.


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## Joe Hill (18 Jun 2017)

Sarenco said:


> Eh, I didn't use the word "marketing" anywhere in post #10.



True, you said "Why go to all the trouble and expense of clearing an offering document for distribution in Abu Dhabai (or wherever)?" An offering document constitutes marketing.

You cite the Prospectus Directive, which was transposed into Irish Law by way of Regulations. According to the Central Bank's website:

"The Regulations apply to persons:
-Seeking admission of securities to trading on an EEA regulated market, including the Irish Stock Exchange plc, or
-Making an offer of securities to the public within the EEA, albeit not seeking admission to trading on an EEA regulated market."

So, if the State wished to offer securities to the public in the UAE these Regulations would not apply, because they only apply to offers within the EEA. Instead the UAE regulations would apply. 

If the State did not wish to offer securities to the public in the UAE, but received an unsolicited application for shares from the UAE, then the UAE Regulations would not apply either.

So, I'm bouncing this back to you - where is the Irish law or regulation that would prohibit a UAE resident making an unsolicited application for shares?


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## Sarenco (18 Jun 2017)

Sigh.

Ok Joe let's try this one last time.

Rules exist that govern the offering of securities to the public and they are the rules that have to be complied with.  Ok?

Now, how does the Minister and Bank ensure that they are complying with all applicable rules relating to  offering securities to the public?  They decide where they want to make the offer and limit that offer to the public in those jurisdictions.

Nothing to do with marketing and therefore reverse solicitation is simply not relevant.

Why would the Minister go to the trouble and expense of establishing what the requirements are for public offerings in the UAE?

If you don't believe me have a look at the list of internationally recognised law firms acting for the Bank, the Minister and the various book runners in the published prospectus.  Do you really think they would get this wrong?

I'm sorry if you can't understand or accept any of this but there it is.


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## Joe Hill (18 Jun 2017)

I assume that if you could have cited a relevent law or regulation that you would have.


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## Sarenco (18 Jun 2017)

Wow.  You really don't get it do you?

I have already told you that I have absolutely no idea what the requirements are for public offerings of securities in the UAE.

And frankly, I've no interest in going to the trouble and expense of trying to find out.  

I assume the Minister felt the same way and that is why he limited the offer to retail offering to investors in Ireland and the UK.

Again, I'm sorry if you cannot understand or accept this simple concept but at this stage I don't see any point in engaging any further with you.


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## Joe Hill (18 Jun 2017)

Looking back over your posts, there doesn't seem to have been any point in engaging with me up to now, but you didn't let that stop you.
I'm sorry if you find it annoying to be asked to cite the relevant (Irish) law or regulation backing up your categorical statements.
Take a chill pill, and try not to fall into the conceit of believing that those who disagree with your opinion simply don't understand.


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## Sarenco (18 Jun 2017)

Why would any Irish law deal with public offerings in the UAE?  Now you're being ridiculous.

Joe, with the greatest of respect, you have made absolutely no attempt to try and understand the reasons why the retail offering has been restricted in the way that it has.

The Department has explained the reasons to you.  I have done my very best to explain them to you.

If you don't want to accept those explanations, well that's your problem.

Your "opinions" are frankly just uninformed nonsense based on an incomplete understanding of securities law.


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## Brendan Burgess (19 Jun 2017)

Sarenco 

What are the laws and regulations which govern the offer for sale of securities?  

Are they Irish laws or international laws?

I have no background in this, but it would seem logical to me that if a company, or the owner of shares in a company, offers shares for sale in a particular country, that they should comply with rules in that country.  If they actively market them in another country, they would have to comply with the rules of that country as well. 

After all, if I want to sell my house, I must comply with the laws and regulations of Ireland.  If a resident of Nigeria wants to buy it, that's up to them.  I don't have to comply with any Nigerian laws.  If I want to advertise my house for sale in the UK, I would need to check if there were regulations on property advertising in the UK and comply with them. 

When I sell shares on the secondary market, I have no idea where the person buying them is resident. 

If I remember correctly, it was illegal for Americans to buy tickets in the Irish Hospitals Sweepstake. But it wasn't illegal for the Sweepstake to sell them to Americans. 

I see the following in the prospectus:

"The distribution of this Prospectus and the offering and sale of the Ordinary Shares in certain jurisdictions
may be restricted by law and therefore persons into whose possession this document comes should inform
themselves about and observe any such restrictions. Any failure to comply with these restrictions could
result in a violation of the laws of such jurisdictions. In particular, this document is not for distribution in
or into Australia, Canada, Japan, South Africa, Switzerland or the United States, save in the United States
for distribution to persons reasonably believed to be QIBs (as defined in Rule 144A under the US
Securities Act), in Australia to persons who are wholesale clients for the purposes of section 761G of the
Corporations Act 2001 (Cth) (‘‘Corporations Act’’) and are either sophisticated investors or are
professional investors for the purposes of sections 708(8) or 708(11) of the Corporations Act respectively,
and in Canada to purchasers purchasing, or deemed to be purchasing, as principal that are accredited
investors (as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the 
Securities Act (Ontario)) and are accredited clients (as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations)."

But why was it felt necessary to state that in the Prospectus? 

Why not just say "This Prospectus complies with the laws in Ireland and the UK. Purchasers from other countries should satisfy themselves that they are complying with the rules in their own countries." 

Is there some supra-national law that says share sales must be restricted only to countries where the seller complies with the rules of that country? 

Brendan


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## Sarenco (19 Jun 2017)

Hi Brendan

I've addressed a lot of these points already so apologies in advance for the repetition.

The bulk of our securities laws derive from EU Directives as implemented at a national level.  Amongst other things, these Directives prescribe (in some considerable detail) what has to be included in a prospectus relating to a public offering of securities and the requirements for "passporting" an approved prospectus from one EU jurisdiction to another.  There are different rules applicable to a retail offering and an offering that is limited to (essentially) institutional buyers.

Other jurisdictions outside the EU have their own national requirements and rules relating to public offerings in their jurisdictions.

An issuer of securities will invariably want to limit the number of jurisdictions in which it offers securities in order to limit the number of different, national legal regimes with which it has to comply.  That is the case for a US issuer, an Irish issuer, a UAE issuer, etc. 

Bear in mind that limiting an offering in this way is for the protection of the issuer - it has nothing to do with investor protection.

Again, this has nothing to do with marketing.

We are only talking about a primary issuance of securities.  Different considerations apply to buying securities on a secondary market.

Prize bonds are government instruments and are not subject to the same regulatory regime.  There really is no comparison between the two issues.

Lawyers will inevitably take a "belt and braces" approach in terms of including regulatory "health warnings" in any prospectus.  Nothing unusual in that regard.

Bear in mind that the decision to offer AIB shares to any retail investors was purely political - the Minister could have limited the offering to institutional investors.


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## Brendan Burgess (19 Jun 2017)

I still don't get it.

Do those directives, and Irish law, specify that shares can be sold only to residents of countries for which a prospectus has been designed? 

Could the government have left the residency condition out of the prospectus, or would they then have had to publish multiple prospectuses? Then if someone in Nigeria wanted to apply for shares, they could have. 

Or could they have specified that only domiciled Irish people could apply.


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## Sarenco (19 Jun 2017)

Brendan Burgess said:


> Do those directives, and Irish law, specify that shares can be sold only to residents of countries for which a prospectus has been designed?


No.  Irish law prescribes the requirements relating to a public offering of securities in Ireland.  US law prescribes the requirements relating to a public offering of securities in the US.  Nigerian law prescribes the requirements relating to a public offering of securities in Nigeria.  Etc., etc.

The EU regulatory framework allows a prospectus approved by the competent authorities in one member state to be "passported" to another member state subject to certain requirements.  So, for example, a prospectus approved by the Central Bank can be "passported" for use in connection with a retail offering in, say, Germany, subject to translating the prospectus into German and certain other requirements.


Brendan Burgess said:


> Could the government have left the residency condition out of the prospectus, or would they then have had to publish multiple prospectuses? Then if someone in Nigeria wanted to apply for shares, they could have.


The public offering could have been extended to Nigerian residents.  But it would have to comply with Nigerian requirements relating to a public offering of securities in Nigeria.


Brendan Burgess said:


> Or could they have specified that only domiciled Irish people could apply.


Domicile is a tax concept, which is not relevant in this context.  But the retail offering could certainly have been restricted to Irish residents.


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## Joe Hill (19 Jun 2017)

The point that Brendan makes is I think the same one that I have been making, which is that if a seller of shares in an Irish company (even though the shares may only be offered to residents of defined jurisdictions) receives an unsolicited bid for shares from a UAE buyer, the seller is free to accept that bid, and in doing so does not have to comply with UAE securities law. 

I don't know why the Department of Finance decided to limit access to Irish and UK clients of the nominated brokers, but I have a strong suspicion that the decision may have suited those brokers because of the burdensome AML requirements that apply when on-boarding clients from other jurisdictions (and the UAE is a nightmare in that regard because all utility bills are addressed to a PO Box!).


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## Sarenco (19 Jun 2017)

Joe Hill said:


> the seller is free to accept that bid, and in doing so does not have to comply with UAE securities law.


How does the seller know that without investigating the requirements under UAE securities law?  That seems to be point that you keep missing.


Joe Hill said:


> the decision may have suited those brokers because of the burdensome AML requirements


That's a matter for the brokers in question - not the Minister.


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## Joe Hill (20 Jun 2017)

Sarenco said:


> How does the seller know that without investigating the requirements under UAE securities law?  That seems to be point that you keep missing.



Because laws do not normally have extra-territorial effect - that is the point that you keep missing!

The laws of the UAE do not apply to business conducted in Ireland - even if one of the parties lives in the UAE.


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## Sarenco (20 Jun 2017)

I never suggested that UAE law has extra-territorial effect. 

This has nothing to do with where business is conducted.  That concept is simply not relevant in this context.

This only relates to where the offer is made and to whom it is addressed.


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## Brendan Burgess (20 Jun 2017)

Sarenco

Would the following work?

1) This offer complies with the Prospectus laws in Ireland and the UK.
2) This offer is restricted to Irish and UK institutions, citizens of Ireland and residents of Ireland and the UK. 
3) Potential buyers from outside Ireland and the UK should check their own legislation to make sure that they comply with it.

Brendan


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## Sarenco (20 Jun 2017)

No Brendan, that wouldn't work.

Let me try and explain it a different way.

For reasons of cost and administrative simplicity, the Bank/Department want to limit the number of jurisdictions whose laws they need to comply with or even consider.  Accordingly, the offer (as reflected in the prospectus) is only addressed to and directed at persons in Ireland and in the United Kingdom and otherwise at "qualified investors" (essentially financial institutions) in other EEA member states.

This has nothing to do with citizenship.  In fact, it would breach EU law to limit the offer to Irish citizens.  A Spanish citizen, for example, is perfectly entitled to take up the offer if they live in Ireland and have an account with an accredited intermediary.

Neither the Bank nor the Department can unilaterally contract out of any applicable laws.  As such, investors can't simply be told that the offer may not lawful in their jurisdiction so if they take up the offer they do so at their own risk.  That doesn't prevent or preclude a disgruntled shareholder from subsequently seeking redress on the basis that the offer was unlawful in their jurisdiction, which is precisely what the Bank/Department want to avoid.

The bottom line is that the way the Bank/Department is proceeding is what works.


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## Sunny (20 Jun 2017)

What's the fuss about here? Are we seriously suggesting that the Department should be spending money on getting approval and hiring local legal teams to approve all documentation in every country that we have a few Irish people so that a few ex pats can take part in this flotation which retail investors should avoid like the plague. This is standard procedure for every bond or equity issue. The issuer will always try and cut down on regulatory and legal costs and target the large professional investor base in certain countries. They will even ban professional investors in certain countries if they consider the regulatory work to be prohibitive in marketing in that country. This is not illegal. It's not a scandal. It is common sense.


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## Sarenco (20 Jun 2017)

Agreed Sunny.  

The fact we are discussing this at all seems bizarre to me.


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## Joe Hill (21 Jun 2017)

Sarenco said:


> Accordingly, the offer (as reflected in the prospectus) is only addressed to and directed at persons in Ireland and in the United Kingdom and otherwise at "qualified investors" (essentially financial institutions) in other EEA member states.



But does the fact that the offer is only addressed to and directed at persons in Ireland and the UK (and I fully understand, and in fact agree with, the commercial and legal logic for doing that) require that unsolicited applications from outside those jurisdictions cannot be accepted?

In other words, was the decision by the Department in this regard driven by legislation or policy?


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## Brendan Burgess (21 Jun 2017)

I agree that the costs of compliance should be kept to a minimum, and certainly nothing should be spent to facilitate people outside Ireland.

But I still do not understand the explanation why any sale has to be limited to any geographic area.


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## Sarenco (21 Jun 2017)

Joe Hill said:


> In other words, was the decision by the Department in this regard driven by legislation or policy?


The restrictions are driven by a desire to avoid potentially breaching the laws of any other jurisdiction and the adverse consequences that could flow from same.

There is nothing remotely unusual about restricting a public offering to persons located in particular jurisdictions.  Recent public offerings by PTSB, Green, etc. were similarly restricted.

What is somewhat unusual (although by no means unique) about the AIB offering is the minimum subscription amount and the requirement for retail investors to have an account with an accredited intermediary.  The political/policy reasons for these requirements should be pretty obvious.


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