From the Annual Report
3. Acquisition of Irish Life & Permanent plc by Irish Life & Permanent Group Holdings plc
Irish Life & Permanent Group Holdings plc was incorporated on 24 August 2009 as Aquilani plc, its name was
subsequently changed to Irish Life & Permanent Group Holdings plc on 9 October 2009. The company was
established as a group holding company. At 31 December 2009, the company had no subsidiaries.
On 15 January 2010, Irish Life & Permanent plc (“IL&P”) was acquired by Irish Life & Permanent Group Holdings plc.
On this date under a scheme of arrangement sanctioned by the High Court, 276,782,344* Irish Life & Permanent plc
ordinary shares were cancelled and Irish Life & Permanent Group Holdings plc subsequently issued the 276,782,344
ordinary shares to the shareholders of Irish Life & Permanent plc on a one-for-one basis. On the same day, Irish Life
& Permanent plc issued 276,782,344 ordinary shares to Irish Life & Permanent Group Holdings plc. Irish Life &
Permanent plc is now a 100% subsidiary of Irish Life & Permanent Group Holdings plc.
The introduction of Irish Life & Permanent Group Holdings plc as a new holding company with exactly the same
shareholders as the previous parent is a common control transaction and has been accounted for similar to a
reverse acquisition where the existing group is determined to be the accounting acquirer. Consequently, even
though Irish Life & Permanent Group Holdings plc was only incorporated on 24 August 2009 and was not a group
company as at 31 December 2009, the comparative numbers disclosed in these consolidated financial statements
for the period to 31 December 2009 are those of the accounting acquirer, Irish Life & Permanent plc group. The
comparative numbers for the company primary statements are from the period of incorporation 24 August 2009 to
31 December 2009.
In adopting this accounting approach, which is in accordance with IFRS as adopted by the EU, the company has
applied the exemption in Section 149(5) of the Companies Act 1963 only for the purpose of presenting
pre-acquisition earnings of the legal subsidiary as revenue profits and losses in the consolidated financial
statements.
On 18 January 2010, Irish Life & Permanent plc was delisted from the London and Irish stock exchanges. On the
same date, Irish Life & Permanent Group Holdings plc was listed on those stock exchanges.
Irish Life & Permanent plc had a number of share option and share award schemes in which employees of the
company participated prior to the acquisition of that company by Irish Life & Permanent Group Holdings plc. These
included:
- Vested share options 6,355,335
- Unvested share options 577,670
- Vested share awards -
- Unvested share awards 971,967
On 18 January 2010 Irish Life & Permanent Group Holding plc replaced all existing vested share options and all
share awards with the same number of share options and share awards on equivalent terms. 577,670 unvested share
options were also replaced on equivalent terms with the exception that performance conditions attached to these
options fell away pursuant to a “change in control” clause in their terms. This has been accounted for in line with
IFRS 2, Share-based Payments as a modification. The vesting conditions is respect of share options issued in 2008
were dissolved and as such the costs accruing in 2010 have been accelerated. The total cost for 2010 amounted to
20.3m.
* To meet statutory requirements, seven shares were left in issue following this cancellation. These shares are now
held directly by or in trust for Irish Life & Permanent Group Holdings plc.