RegAlert2011-06-07
Added · Updated
SEC Division of Trading and Markets no-action letter: Bank of Ireland
The SEC Division of Trading and Markets grants Bank of Ireland an exemption from Rule 102 of Regulation M to permit its affiliates, including Bank of Ireland Life, Private Banking, Trust Services, and Global Markets, to continue specified market activities outside the United States during the distribution of Ordinary Stock and ADSs. The exemption allows these entities to engage in insurance, pension, investment advisory, trust, and structured product activities, provided that all transactions occur outside the U.S., are conducted in the ordinary course of business, and represent less than 2% of the worldwide average daily trading volume. Bank of Ireland must disclose the possibility of these transactions to U.S. holders, provide time-sequenced transaction schedules to the Division upon request within 30 days, and retain related documents for at least two years.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
DIVISION OF
TRADING AND MARKETS June 7, 2011
John O'Connor
Sullivan & Cromwell LLP
One New Fetter Lane
London EC4A IAN, England
Re: The Governor and Company of the Bank of Ireland - Exemptive Relief from Rule 102 of Regulation M File No. TP 11- 13 Dear Mr. O'Connor:
In your letter dated June 7, 2011, as supplemented by conversations with the staff, you request on behalf ofThe Governor and Company ofthe Bank of Ireland, established in Ireland by charter and having limited liability ("Bank of Ireland"), an exemption from Rule 102 of Regulation M under the Securities Exchange Act of 1934 ("Exchange Act") in connection with the proposed Rights Issue and Exchange Offers (collectively, the "Transactions") . You seek an exemption to permit Bank ofIreland and certain Bank of Ireland affiliates to conduct specified transactions outside the United States ("U.S.") in Ordinary Stock and ADSs during the distribution ofOrdinary Stock. Specifically, you request that:
(i) Bank ofIreland Life be permitted to continue to engage in insurance and pension product related activities as described in your letter; (ii) Bank ofIreland Private Banking be permitted to continue to engage in investment advisory and asset management activities as described in your letter; (iii) Bank ofIreland Trust Services be permitted to continue to engage in trust and estate administration activities as described in your letter; and (iv) Bank of Ireland Global Markets be permitted to continue to engage in structured product related activities as described in your letter. We have attached a copy ofyour correspondence to avoid reciting the facts set forth therein. Unless otherwise noted, each defined term in our response has the same meaning as defined in your letter. Response:
Based on the facts and representations that you have made in your letter, but without necessarily concurring with your analysis, the Commission hereby grants Bank ofIreland an exemption from Rule 102 of Regulation M to permit the Bank of Ireland Life, Bank ofIreland Private Banking, Bank ofIreland Trust Services, and Bank of Ireland Global Markets (collectively, the "Companies") to continue to engage in the
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