Allied Irish Banks, P.L.C. (The "Bank") Announces Offer to

Allied Irish Banks, P.L.C. (The "Bank") Announces Offer to Purchase
for Cash 
DUBLIN, IRELAND -- (Marketwire) -- 05/13/11 --  
Allied Irish Banks, p.l.c. ("AIB") [NYSE:AIB] 
ALLIED IRISH BANKS, P.L.C. (THE "BANK") 
ANNOUNCES OFFER TO PURCHASE FOR CASH 
any and all of its outstanding 
GBP 350,000,000 Subordinated Callable Fixed/Floating Rate Notes due
2030 (ISIN: XS0180778507)                           (the "2030
Sterling Notes") 
U.S.$400,000,000 Dated Callable Step-Up Subordinated Notes due
2015 (ISIN: XS0197993875)                            (the "2015 Dollar
Notes") 
EUR400,000,000 Subordinated Callable Step-Up Floating Rate Notes due
2015 (ISIN: XS0208845924)                             (the "2015 Euro
Notes") 
GBP 500,000,000 Subordinated Callable Fixed/Floating Rate Notes due
2025 (ISIN: XS0214107053)                           (the "2025
Sterling Notes") 
EUR500,000,000 Callable Subordinated Step-Up Floating Rate Notes due
2017 (ISIN: XS0232498393)                      (the "2017 Euro
Floating Rate Notes") 
GBP 700,000,000 Callable Dated Subordinated Fixed to Floating Rate
Notes due July                            2023 (ISIN: XS0368068937)    
(the "2023 Sterling Notes") 
GBP 368,253,000 12.5 per cent. Subordinated Notes due 25 June
2019 (ISIN: XS0435957682)                           (the "2019
Sterling Notes") 
EUR868,518,000 12.5 per cent. Subordinated Notes due 25 June
2019 (ISIN: XS0435953186)                             (the "2019 Euro
Notes") 
EUR419,070,000 10.75 per cent. Subordinated Notes due 2017 (ISIN:
XS0498532117)                             (the "2017 Euro Notes") 
U.S.$177,096,000 10.75 per cent. Subordinated Notes due 2017
(ISIN: XS0498530178)                            (the "2017 Dollar
Notes") 
GBP 1,096,645,000 11.50 per cent. Subordinated Notes due 2022 (ISIN:
XS0498531069)                           (the "2022 Sterling Notes") 
EUR200,000,000 Perpetual Subordinated Callable Step-Up Notes (ISIN:
XS0100325983)                           (the "Perpetual Euro Notes") 
GBP 400,000,000 Perpetual Callable Step-Up Subordinated Notes (ISIN:
XS0227409629)                         (the "Perpetual Sterling Notes") 
EUR500,000,000 7.50 per cent. Step-Up Callable Perpetual Reserve
Capital 
Instruments (ISIN: XS0120950158)      
(the "Perpetual RCIs") 
U.S.$100,000,000 Subordinated Primary Capital Perpetual Floating
Rate Notes 
(ISIN: IE0000189625)  (the
"Perpetual Dollar Notes" and, together with the 2030 Sterling Notes,
the 
2015 Dollar Notes, the 2015 Euro
Notes, the 2025 Sterling Notes, the 2017 Euro Floating Rate
Notes,
the 2023 Sterling Notes, the 2019 Sterling Notes, the 2019
Euro Notes, the 2017
 Euro Notes, the 2017 Dollar Notes, the 2022
Sterling Notes, the Perpetual Euro 
Notes, the Perpetual Sterling
Notes and the Perpetual RCIs, the "Notes") 
and 
any and all of the outstanding  AIB UK I LP
EUR1,000,000,000 Fixed Rate/Floating Rate Guaranteed Non-voting
Non-cumulative Perpetual Preferred Securities having the benefit of a
subordinated guarantee 
of Allied Irish Banks, p.l.c.
(ISIN: XS0208105055)                               (the "AIB UK I
PPS") 
AIB UK 2 LP EUR500,000,000 Fixed Rate/Floating Rate Guaranteed
Non-voting Non-cumulative
 Perpetual Preferred Securities having the
benefit of a subordinated guarantee 
of Allied Irish
Banks, p.l.c. (ISIN: XS0257734037)                               (the
"AIB UK 2 PPS") 
AIB UK 3 LP GBP 350,000,000 Fixed Rate/Floating Rate Guaranteed
Non-voting Non-cumulative Perpetual Preferred Securities having the
benefit of a subordinated guarantee 
of Allied Irish
Banks, p.l.c. (ISIN: XS0257571066)  (the "AIB UK 3 PPS" and, together
with the AIB UK I PPS and the AIB UK 2 PPS, 
the "PPS") 
and Solicitation by (i) the Bank of certain Consents in relation to
the Notes 
and (ii) AIB G.P. No. 1 Limited of certain Consents in
relation to the PPS 
The  Bank is inviting Holders (subject to the invitation
restrictions set out in the  Tender and Consent Memorandum (as
defined  below) to (i) tender any and all of  the Notes  for purchase
 by the  Bank for  cash, and  (ii) consent (the "AIB
Consent 
Invitation")  to  certain  modifications  of  the  terms  of  the
Notes
(together, the "AIB Offer"). 
The  Bank is also  inviting Holders (subject  to the invitation
restrictions set out  in the Tender and Consent Memorandum) to 
tender any and all of the PPS for purchase by the Bank for cash. AIB
G.P. No. 1 Limited ("AIB GP") invites Holders
(subject  to  the 
invitation  restrictions  set  out  in the Tender and
Consent
Memorandum)  to consent (the  "LP Consent Invitation"  and
together with the AIB Consent  Invitation, the "Consent Invitations" 
and each a "Consent Invitation")
to  certain modifications  of the 
terms of  the PPS  (together with  the Bank's
invitation  to such
Holders, the "LP Offer" and together with the AIB Offer, the "Offers"
and each an "Offer"). 
The Offers are being made upon the terms and subject to the
conditions contained
in  the tender and consent memorandum dated 13
May 2011 (the "Tender and Consent
Memorandum"),  copies of which may
be obtained  free of charge from Lucid Issuer
Services Limited (the
"Tender and Tabulation Agent"). Capitalised terms used and not
otherwise defined in this announcement have the meaning given to them
in the Tender and Consent Memorandum. 
On  13 April 2011 the  Minister made  a proposed  subordinated
liabilities order
under  Section  28 of  the  Credit  Institutions 
(Stabilisation)  Act 2010 (the
"Stabilisation  Act") in respect of
the Notes and PPS. On 14 April 2011 the High
Court  of Ireland  (the
"High  Court") made  a subordinated liabilities order in respect  of 
the  Notes  and  PPS  (the  "SLO")  pursuant  to  Section 29 of the
Stabilisation  Act. The purpose of the SLO  is to make certain
amendments to the terms  of the  Notes and  PPS (and  the guarantees 
in respect thereof), further
details  of which are set  out in the
announcement  made by the Bank on 14 April
2011. 
Two  of the  Holders of  certain Series  of the  Notes have since
challenged the making of the SLO in proceedings before the High
Court. The High Court has set a date  of 2 June 2011 to hear the
challenges,  although no assurance can be given
as  to when the 
hearing will conclude  or when judgment  will be delivered. Any
judgment  delivered by the High Court may be appealed to the Supreme
Court, only
with  the leave  of the  High Court,  which may  be
granted,  in respect of any judgment  delivered in relation to
challenges  made under the Stabilisation Act,
only in the limited
circumstances specified in the Stabilisation Act. 
Pursuant  to the  Offers, the  Bank will  pay the  relative amount
set out below
against  each Series of Notes, or PPS, as applicable
(in each case the "Purchase
Price") accepted by the Bank for purchase
pursuant to the relevant Offer. 
In conjunction with the invitation to tender any and all of the Notes
or PPS, as applicable, each of the Bank (in respect of the Notes) and
AIB GP (in respect of the  PPS)  invites  Holders  of  each  Series 
of  Notes and PPS (subject to the invitation  restrictions  set  out 
in  the  Tender  and  Consent Memorandum) to consider, and, if
thought fit, pass, the relevant Extraordinary Resolution (each
an
"Extraordinary Resolution") in relation to certain modifications of
the terms
of  each Series of  the Notes and/or  PPS (and the 
guarantees in respect of the PPS) to: 
(i)          provide for  the issuer of each Series of  Notes or PPS
to  have the option  to redeem or purchase  all, but not some  only,
of the relevant Notes or PPS  (as applicable)  remaining (if  any)
following  completion of  the Offer in respect of such Series at a
price equal to EUR0.01 per EUR1,000, GBP 0.01  per GBP 1,000 or
U.S.$0.01  per U.S.$1,000, in each case in  nominal amount of the
relevant Notes
or PPS; and 
(ii)         in relation to the PPS, to provide for the terms of the
PPS (or the guarantees  in respect thereof) to  be amended to remove 
any restriction on any repurchase or redemption by the Bank of junior
or parity securities in the event
that  the Bank elects not to pay
any scheduled distributions on the relevant PPS (each a "Dividend
Stopper"). 
The  submission of a valid  instruction to tender Notes  or PPS, as
the case may be,  in  the  Offers  will  automatically  act  as  such
Holder's consent to the relevant Extraordinary Resolution. 
No amount will be paid by the Bank or any other person pursuant to
the Offers in respect  of any Accrued Interest or Arrears of Interest
on the Notes or PPS. Any amounts  in  respect  thereof  which  would 
otherwise have been payable will be cancelled  and each Holder, by
submitting (or arranging to have submitted on its behalf)  an
Electronic  Instruction, waives  any entitlement  it would
otherwise
have in respect thereof. 
The  Offers consist of separate offers for  each Series of Notes and
each Series
of  PPS and the purchase of any Notes  or PPS is not
directly conditional on the purchase of any other Notes or PPS or on
a minimum principal amount of any Notes
and/or  PPS being  acquired
(subject,  where applicable,  to the  passing of the relevant
Extraordinary Resolution to permit the relevant purchase). However,
the purchase  by the Bank of  any PPS and/or any  Perpetual RCIs is
conditional upon
the  removal  of  the  Dividend  Stoppers  in 
respect of all Series of PPS. The Dividend Stoppers will be removed
in the event that either (i) the Extraordinary
Resolution  in respect
of each  Series of PPS is  passed and implemented or (ii)
the
provisions of the SLO removing such Dividend Stoppers become
effective. 


 
Description of the  Common          Outstanding nominal  Amount    Purchase
Notes               code/ISIN       amount               subject   Price
                                                         to the
                                                         AIB
                                                         Offer
 
GBP350,000,000   018077850/      GBP145,000         Any and    GBP250 for
Subordinated        XS0180778507                        all          each
                                                                GBP1,000
Callable                                                         in nominal
Fixed/Floating Rate                                                 amount
Notes due 2030
 
U.S.$400,000,000    019799387/      U.S.$39,316,000 Any and    U.S.$250 for
Dated Callable                                          all            each
Step-Up             XS0197993875                                 U.S.$1,000
Subordinated Notes                                               in nominal
due 2015                                                             amount
 
EUR400,000,000        020884592/      EUR48,534,000 Any and    EUR250 for
Subordinated                                            all each EUR1,000
Callable Step-Up    XS0208845924                               in nominal
Floating Rate Notes                                                amount
due 2015
 
GBP500,000,000        021410705/ GBP1,261,000        Any and   GBP250 for
Subordinated        XS0214107053                       all  each GBP1,000
Callable                                                         in nominal
Fixed/Floating Rate                                                 amount
Notes due 2025
 
EUR500,000,000        023249839/      EUR75,215,000   Any and    EUR250 for
Callable            XS0232498393                          all each EUR1,000
Subordinated Step-                                               in nominal
Up Floating Rate                                                    amount
Notes due 2017
 
GBP700,000,000        036806893/  GBP35,357,000 Any and          GBP250 for
Callable Dated      XS0368068937                    all                each
                                                                   GBP1,000
Subordinated Fixed                                               in nominal
to Floating Rate                                                    amount
Notes due July 2023
 
GBP368,253,000 12.5   043595768/ GBP215,963,000 Any and          GBP250 for
per cent.           XS0435957682                    all           each
                                                                   GBP1,000
Subordinated Notes                                               in nominal
due 25 June 2019                                                    amount
 
EUR868,518,000 12.5   043595318/  EUR628,448,000    Any and      EUR250 for
per cent.           XS0435953186                        all   each EUR1,000
Subordinated Notes                                               in nominal
due 25 June 2019                                                    amount
 
EUR419,070,000 10.75  049853211/  EUR217,920,000    Any and      EUR225 for
per cent.           XS0498532117                        all   each EUR1,000
Subordinated Notes                                               in nominal
due 2017                                                            amount
 
U.S.$177,096,000    049853017/   U.S.$108,104,999     Any and  U.S.$225 for
10.75 per cent.     XS0498530178                         all        each
Subordinated Notes                                               U.S.$1,000
due 2017                                                         in nominal
                                                                    amount
 
GBP1,096,645,000   049853106/  GBP385,344,000 Any and            GBP225 for
11.50 per cent.     XS0498531069                  all         each GBP1,000
Subordinated Notes                                               in nominal
due 2022                                                            amount
 
EUR200,000,000        010032598/      EUR53,793,000   Any and    EUR100 for
Perpetual           XS0100325983                      all     each EUR1,000
Subordinated                                                     in nominal
Callable Step-Up                                                    amount
Notes
 
GBP400,000,000   022740962/  GBP58,608,000     Any and           GBP100 for
Perpetual Callable  XS0227409629                   all        each GBP1,000
Step-Up                                                          in nominal
Subordinated Notes                                                  amount
 
EUR500,000,000 7.50   0120950515/ EUR240,435,000     Any and     EUR100 for
per cent. Step-Up   XS0120950158                         all  each EUR1,000
Callable Perpetual                                               in nominal
Reserve Capital                                                     amount
Instruments
 
U.S.$100,000,000    IE0000189625    U.S.$100,000,000   Any and U.S.$100 for
Subordinated                                             all           each
Primary Capital                                                  U.S.$1,000
Perpetual Floating                                               in nominal
Rate Notes                                                          amount
 
Description of the  Common code/ISIN  Outstanding       Amount     Purchase
PPS                                   nominal amount    subject to  Price
                                                        the LP
                                                        Offer
 
AIB UK I LP         020810505/        EUR191,398,000 Any and all EUR100 for
EUR1,000,000,000      XS0208105055                            each EUR1,000
Fixed Rate/Floating                                              in nominal
Rate Guaranteed                                                     amount
Non-voting Non-
cumulative
Perpetual Preferred
Securities
 
AIB UK 2 LP         025773403/        EUR95,041,000  Any and all EUR100 for
EUR500,000,000 Fixed                                          each EUR1,000
Rate/Floating Rate  XS0257734037                                 in nominal
Guaranteed Non-                                                     amount
voting Non-
cumulative
Perpetual Preferred
Securities
 
AIB UK 3 LP         025757106/       GBP36,728,000 Any and all    GBP100
                                                       for each GBP1,000
GBP350,000,000 Fixed                                          in nominal
Rate/Floating Rate  XS0257571066                                  amount
Guaranteed Non-
voting Non-
cumulative
Perpetual Preferred
Securities

 
The  following table  sets out  the expected  dates and  times of the
key events
relating  to  the  Offers.  This  is  an  indicative
timetable and is subject to change. All times are London time, unless
otherwise specified. 


 
                            Number of Business Days
Date and time               from and including       Event
                            Launch Date
 
Friday, 13 May 2011         Day 1                    Launch Date
 
                                                Offers announced and Tender
                                                     and Consent Memorandum
                                                  available from the Tender
                                                     and Tabulation Agent
 
                                                     Notices of Meetings
 
                                                     Notices of Meetings
                                                    expected to be given by
                                                     publication through
                                                  Clearing Systems with any
                                                    publication required in
                                                     newspapers and other
                                                     publications to follow
 
Monday, 13 June 2011 at     Day 21               Expiration Deadline (other
midnight New York time                               than in respect of the
                                                  2015 Euro Notes, the 2017
                                                    Euro Notes and the 2023
                                                  Sterling Notes (together,
                                                    the "Delayed Settlement
                                                     Notes"))
 
                                                Deadline for receipt by the
                                                Tender and Tabulation Agent
                                                of  Electronic Instructions
                                                in order for Holders (other
                                                than Holders of the Delayed
                                                Settlement     Notes)    to
                                                 participate in each Offer
 
Tuesday, 14 June 2011       Day 22                   Preliminary results
                                                announcement (other than in
                                                     respect of the Delayed
                                                     Settlement Notes)
 
                                                Announcement by the Bank of
                                                the    aggregate    nominal
                                                amount  of  each  Series of
                                                Notes   (other   than   the
                                                Delayed  Settlement  Notes)
                                                and  PPS  validly  tendered
                                                pursuant  to  the  relevant
                                                Offer prior to the relevant
                                                   Expiration Deadline
 
Thursday, 16 June 2011      Day 24              Meetings   (other  than  in
                                                respect   of   the  Delayed
                                                   Settlement Notes)
 
                                                Meetings  to be held at the
                                                offices  of Linklaters LLP,
                                                One   Silk  Street,  London
                                                EC2Y  8HQ, at the following
                                                     times:
 
                                                  AIB UK I PPS - 10.00 a.m.
 
                                                  AIB UK 2 PPS - 10.15 a.m.
 
                                                  AIB UK 3 PPS - 10.30 a.m.
 
                                                 Perpetual   RCIs  -  10.45
                                                     a.m.
 
                                                Perpetual  Sterling Notes -
                                                     11.00 a.m.
 
                                                Perpetual   Euro   Notes  -
                                                     11.15 a.m.
 
                                                Perpetual  Dollar  Notes  -
                                                     11.30 a.m.
 
                                                2030 Sterling    Notes    -
                                                     11.45 a.m.
 
                                                2015 Dollar  Notes  - 1.00
                                                     p.m.
 
                                                2025 Sterling Notes - 1.15
                                                     p.m.
 
                                                2017 Euro   Floating   Rate
                                                     Notes - 1.30 p.m.
 
                                                2019 Sterling Notes - 1.45
                                                     p.m.
 
                                               2019 Euro Notes - 2.00 p.m.
 
                                               2017 Dollar  Notes  - 2.15
                                                     p.m.
 
                                               2022 Sterling Notes - 2.30
                                                     p.m.
 
As soon as reasonably       Day 24              Announcement of results of
practicable after                               Meetings and Offers (other
conclusion of the Meetings                      than in respect of the
                                                 Delayed Settlement Notes)
 
                                                Announcement by the Bank as
                                                to  whether (i)  it accepts
                                                for  purchase Notes  or PPS
                                                validly   tendered  in  the
                                                relevant   Offer   and  the
                                                aggregate   nominal  amount
                                                (if any) of Notes or PPS of
                                                each  Series  accepted  for
                                                purchase,   and   (ii)  the
                                                Extraordinary   Resolutions
                                                (in  relation to  the Notes
                                                other   than   the  Delayed
                                                Settlement Notes) have been
                                                     passed.
 
                                                Announcement  by AIB  GP as
                                                to        whether       the
                                                Extraordinary   Resolutions
                                                (in  relation  to  the PPS)
                                                    have been passed
 
Friday, 17June 2011         Day 25              Expected   Settlement  Date
                                                (other  than in  respect of
                                                the    Delayed   Settlement
                                                    Notes)
 
                                                Payment  of  Purchase Price
                                                in  respect of Notes or PPS
                                                validly   tendered  in  the
                                                relevant Offer prior to the
                                                relevant         Expiration
                                                Deadline  and  accepted for
                                                   purchase
 
Wednesday, 20 July 2011 at  Day 48                Expiration Deadline (in
5.00 p.m.                                          respect of the Delayed
                                                     Settlement Notes)
 
                                                Deadline for receipt by the
                                                Tender and Tabulation Agent
                                                of  Electronic Instructions
                                                in order for Holders of the
                                                Delayed Settlement Notes to
                                                participate   in   the  AIB
                                                     Offer
 
Thursday, 21 July 2011      Day 49              Preliminary         results
                                                announcement  in respect of
                                                the    Delayed   Settlement
                                                 Notes
                                                Announcement by the Bank of
                                                the    aggregate    nominal
                                                amount  of  each  Series of
                                                Delayed   Settlement  Notes
                                                validly  tendered  pursuant
                                                to  the AIB  Offer prior to
                                                the   relevant   Expiration
                                                   Deadline
 
Friday, 22 July 2011        Day 50              Meetings in respect of the
                                                Delayed Settlement Notes
                                                Meetings to be held at the
                                                offices of Linklaters LLP,
                                                One Silk Street, London
                                                EC2Y 8HQ, at the following
                                                 times:
 
                                                2015 Euro   Notes  -  5.00
                                                     p.m.
 
                                                2017 Euro   Notes  -  5.15
                                                     p.m.
 
                                                2023 Sterling Notes - 5.30
                                                     p.m.
 
As soon as reasonably       Day 50             Announcement of results of
practicable after                               Meetings and Offers in
conclusion of the Meetings                      respect of the Delayed
                                                 Settlement Notes
 
                                                Announcement by the Bank as
                                                 to whether (i) it accepts
                                                   for purchase Delayed
                                                 Settlement Notes validly
                                                 tendered in the AIB Offer
                                                 and the aggregate nominal
                                                  amount of each Series of
                                                  Delayed Settlement Notes
                                                accepted for purchase, and
                                                  (ii) the Extraordinary
                                               Resolutions (in relation to
                                                each Series of the Delayed
                                                Settlement Notes) has been
                                                     passed.
 
 Monday, 25 July            Day 51              Expected Settlement Date in
 2011                                             respect of the Delayed
                                                     Settlement Notes
 
                                                Payment of Purchase Price
                                                in respect of the Delayed
                                                 Settlement Notes validly
                                                tendered in the AIB Offer
                                                   prior to the relevant
                                                  Expiration Deadline and
                                                   accepted for purchase.

 
The  above dates and  times are subject,  where applicable, to  the
right of the Bank  or AIB GP, as the case may be, to extend, re-open,
amend, and/or terminate
the relevant Offer (including with respect to
any or all Series of Notes or PPS,
as  the case  may be).  Holders
are  advised to  check with any bank, securities
broker  or other
intermediary through which they  hold Notes or PPS whether
such
intermediary  would  require  to  receive  instructions  to 
participate in the relevant  Offer before the deadlines specified 
above. The deadlines set by each
Clearing  System for  the submission
 of Electronic  Instructions may be earlier
than the relevant
deadlines above. 
Requests  for information  in relation  to the  pricing of  the
Offers should be directed to the Dealer Manager: 


 
                 THE DEALER MANAGER
 
            J.P. Morgan Securities Ltd.
                  125 London Wall
                  London EC2Y 5AJ
                   United Kingdom
 
           For information by telephone:
                +44 (0) 20 7779 2468
      Attention: Ryan O'Grady - FIG Syndicate
           Email: ryan.ogrady@jpmorgan.com
 
           For information by telephone:
                +44 (0) 20 7777 1333
 Attention: Sebastien Bamsey - Liability Management
       Email: sebastien.m.bamsey@jpmorgan.com

 
Requests for information in relation to the procedures for tendering
Notes or
PPS in, and for any documents or materials relating to, the
Offers should be
directed to: 


 
         THE TENDER AND TABULATION AGENT
 
         Lucid Issuer Services Limited
                  Leroy House
                 436 Essex Road
                 London N1 3QP
                 United Kingdom

 
DISCLAIMER 
This  announcement  must  be  read  in  conjunction  with the Tender
and Consent
Memorandum.  This  announcement  and  the  Tender and
Consent Memorandum contain
important  information which must be read 
carefully before any decision is made
with  respect to the Offers. If
 any Holder is in any  doubt as to the action it should take, it is
recommended to seek its own financial advice, including as to any 
tax consequences, from its stockbroker, bank manager, solicitor,
accountant
or other independent financial adviser. Any individual or
company whose Notes or PPS  are held on its behalf by  a broker,
dealer, bank, custodian, trust company
or  other nominee must contact
such entity if  it wishes to tender such Notes in the  AIB Offer  or
PPS  in the  LP Offer,  as applicable.  None of the Bank, the Dealer
Managers, the Tender and Tabulation Agent, or any person who
controls, or is  a director, officer, employee or agent  of such
persons, or any affiliate of such persons, makes any recommendation
as to whether Holders should tender Notes
in the AIB Offer or PPS in
the LP Offer, as applicable. 
No  offer or  invitation to  acquire or  exchange any  securities is 
being made
pursuant  to this announcement.  Nothing in this 
announcement or the Tender and Consent  Memorandum constitutes  an
invitation  to participate  in any Offer (an "Invitation")  in any
jurisdiction in which, or to or from any person to or from
whom,  it
is  unlawful to  make such  an invitation  under applicable
securities
laws.  Tenders of Notes or  PPS in the relevant  Offer
will not be accepted from
Holders, in any jurisdiction in which such
offer or solicitation is unlawful. 
The  distribution of this announcement and  the Tender and Consent
Memorandum in certain  jurisdictions may be  restricted by law. 
Persons into whose possession
this  announcement and the  Tender and
Consent  Memorandum comes are required by the  Bank, AIB UK I LP, AIB
UK 2 LP,  AIB UK 3 LP, AIB GP and the Dealer Manager
to inform
themselves about and to observe any such restrictions. 
OFFER RESTRICTIONS 
Neither  this announcement nor the Tender  and Consent Memorandum
constitutes an offer  to buy or a solicitation of an offer to sell
Notes or PPS, and tenders of Notes  or PPS in  the relevant Offer 
will not be  accepted from Holders, in any jurisdiction   in   which 
such  offer  or  solicitation  is  unlawful.  In any
jurisdiction 
where the securities, blue sky  or other laws require the
relevant
Invitation  to be made by a licensed broker  or dealer and
the Dealer Manager or any  of its affiliates is such a licensed
broker or dealer in such jurisdiction,
the  relevant Invitation shall
be deemed to be made on behalf of the Bank by the Dealer Manager or
the relevant affiliates (where it is so licensed). United Kingdom 
The  communication of this  announcement, the Tender  and Consent
Memorandum and any  other documents or materials relating to  the
Invitations is not being made
and  such documents  and/or materials 
have not  been approved  by an authorised
person  for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and  must not  be passed  on to,  the general  public
in the United Kingdom. The communication  of such  documents and/or 
materials as  a financial  promotion is only  being  made  to 
persons  within  the  United  Kingdom  falling within the definition 
of  investment  professionals  (as  defined  in Article 19(5) of the
Financial  Services and  Markets Act  2000 (Financial Promotion)
Order 2005 (the
"Order"))  or within Article 43(2) of the Order,  or
to other persons to whom it may lawfully be communicated. Italy 
None of the Invitations, this announcement, the Tender and Consent
Memorandum or any  other documents or materials relating to  the
Invitations have been or will
be  submitted to  the clearance 
procedure of  the Commissione  Nazionale per le Societa  e la  Borsa
("CONSOB")  pursuant to  Italian laws  and regulations, and therefore
 the Invitations may only be made or promoted, directly or
indirectly,
in  or into the  Republic of Italy  ("Italy") pursuant to
 an exemption from the rules  governing  public  purchases  or 
exchange  offers  (offerte pubbliche di acquisto  o scambio) as 
defined in article  1, paragraph 1, letter v of Italian
Legislative 
Decree  no.  58 of  February  24, 1998, as  amended (the
"Financial
Services Act"). 
In  addition, the Invitations (in respect  of the 2015 Euro Notes,
the Perpetual
Euro  Notes, the Perpetual  RCIs, the AIB  UK I PPS, 
the 2015 Dollar Notes, the 2030 Sterling  Notes and the 2025 Sterling
Notes only) are not addressed to, and neither  this  announcement, 
the  Tender  and  Consent Memorandum nor any other
documents, 
materials or  information relating,  directly or  indirectly, to the
Invitations  (in respect of  the 2015 Euro Notes,  the Perpetual Euro
Notes, the Perpetual RCIs, the AIB UK I PPS, the 2015 Dollar Notes,
the 2030 Sterling Notes
and the 2025 Sterling Notes only) can be
distributed or otherwise made available
(either directly or
indirectly) to any person in Italy other than: 
(i)         to qualified investors (investitori qualificati) pursuant
to article
34-ter, paragraph 1, letter (b), of CONSOB Regulation No.
11971 of 14 May 1999,
as  amended from  time to  time (the  "Consob
Regulation")  acting on their own account; or 
(ii)              in  any  other  circumstances  where an express
exemption from
compliance  with the restrictions on public purchases
or exchange offers applies
pursuant to the Financial Services Act or
the Consob Regulation. Belgium 
Neither  this  announcement,  the  Tender  and  Consent Memorandum
nor any other
documents  or materials  relating to  the Invitations 
have been submitted to or will  be submitted for  approval or
recognition  to the Belgian Banking, Finance
and    Insurance   
Commission   (Commission   bancaire,   financiere et   des
assurances/Commissie   voor   het  Bank-,  Financie-  en 
Assurantiewezen) and,
accordingly,  the Invitations  may not  be made 
in Belgium  by way  of a public
offering,  as defined in Article 3 of
the  Belgian Law of 1 April 2007 on public
takeover  bids or as
defined in Article  3 of the Belgian Law of 16 June 2006 on the 
public  offer  of  placement  instruments  and  the admission to
trading of placement  instruments on  regulated markets  (the
"Belgian  Public Offer Law"),
each  as amended or replaced from time
to time. Accordingly, the Invitations may not  be advertised and  the
Invitations will  not be extended,  and neither this
announcement, 
the  Tender  and  Consent  Memorandum  nor any other documents or
materials  relating to  the Invitations  (including any  memorandum,
information
circular, brochure or any similar documents) has been or
shall be distributed or made  available, directly  or indirectly,  to
any  person in  Belgium other than
"qualified  investors" in  the
sense  of Article  10 of the Belgian Public Offer
Law,  acting  on 
their  own  account.  Insofar  as  Belgium  is concerned,
this
announcement and the Tender and Consent Memorandum have been
issued only for the personal use of the above qualified investors and
exclusively for the  purpose of the Invitations. Accordingly, the
information contained in this announcement and the  Tender and 
Consent Memorandum  may not  be used  for any  other purpose or
disclosed to any other person in Belgium. 
France 
The Invitations are not being made, directly or indirectly, to the
public in the Republic of France ("France"). Neither this
announcement, the Tender and Consent
Memorandum nor any other
documents or materials relating to the Invitations have
been  or will
be distributed  to the public in  France and only (i) providers of
investment  services relating to  portfolio management for  the
account of third
parties  and/or (ii)  qualified investors 
(investisseurs qualifies) other than individuals, all as defined in,
and in accordance with, Articles L.411-1, L.411-2 and  D.411-1 of 
the  French  Code  monetaire  et  financier, are eligible to
participate  in the  Invitations. This  announcement and  the Tender
and Consent
Memorandum  have  not  been  and  will  not  be submitted
to nor approved by the Autorite des Marches Financiers. 
Ireland 
This  announcement, the Tender and Consent Memorandum and any other
documents or materials  relating to  the Invitations  must not  be
distributed and no tender,
offer,  sale, repurchase or placement of
any Notes or PPS under or in connection
with the Invitations may be
effected except in conformity with the provisions of Irish laws and
regulations including (i) the Irish Companies Acts 1963 to 2009,
(ii)
the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland
(iii) the European  Communities  (Markets  in  Financial Instruments)
Regulations 2007 (as amended)  of Ireland and (iv) the Market Abuse
(Directive 2003/6/EC) Regulations
2005 of Ireland. 
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants
that: (i) the releases contained herein are protected by copyright and 
other applicable laws; and (ii) they are solely responsible for
the content, accuracy and      originality of the information
contained therein. 
Source: Allied Irish Banks, p.l.c. via Thomson Reuters ONE 
[HUG#1515784] 
For information by telephone: +44 20 7704 0880
For information by facsimile: +44 20 7067 9098
Attention: Yves Theis / David Shilson
Email: aib@lucid-is.com
 
 
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