SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549 

FORM 6-K 

Report of Foreign Issuer 

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934 
 

For 1922 April 2016 

The Governor and Company of the

Bank of Ireland

Head Office

40 Mespil Road

Dublin 4

Ireland

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 
 Form 20-F X Form 40-F

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 
 Yes No X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 
 

~~Notice~~The ~~Pursuant~~Governor toand ~~Part~~Company ~~17, Chapter 4~~ of the ~~Companies~~Bank ~~Act~~of ~~2014~~Ireland

~~To:~~ Bank of Ireland (Announces Voluntary Filing for Deregistration with the ~~"Company")~~U.S. Securities and Exchange Commission

4022 ~~Mespil~~April ~~Road,~~2016

~~Dublin 4,~~___________________________________________________________________________

~~Republic~~The Governor and Company of the Bank of Ireland (the "Group" or "Bank of Ireland") will voluntarily file a Form 15F with the U.S. Securities and Exchange Commission to terminate the registration of the Group's stock under the U.S. Securities Exchange Act of 1934 (the "Exchange Act") as previously announced on 21 January 2015 and as stated within the preliminary statement for the year ended December 2015 published on 22 February 2016.

~~The~~As ~~matters~~a ~~set~~result ~~out~~of inthis filing, the ~~table~~Group's ~~below~~obligations ~~are~~under ~~hereby~~Section ~~notified~~13(a) byand ~~the~~15(d) ~~person~~of ~~named as~~ the ~~Notifier~~Exchange inAct, ~~the~~to ~~table~~file ~~below~~certain ~~pursuant~~reports towith ~~Part~~the 17SEC, ~~Chapter~~including 4annual ofreports ~~the~~on ~~Companies~~Form ~~Act~~20-F, ~~2014~~will ofimmediately ~~Ireland~~be suspended.

Name of person, body corporate, firm, etc. having the notifiable interest ("Notifier")	Baillie Gifford & Co and Baillie Gifford Overseas Limited as discretionary managers for their clients
Address of the Notifier	Calton Square, 1 Greenside Row, Edinburgh, Scotland, EH1 3AN
Date of this notice	19 April 2016
Notifiable event ("Event")	Disposal of Ordinary Shares
Date of Event	15 April 2016
No. of shares in which interested immediately before the Event	No.		Class
	1,313,844,148		Ordinary Shares
No. of shares in which interested immediately following the Event	No.		Class
	1,263,844,148		Ordinary Shares
Details of each registered holder of the shares if different from the Notifier	No. of shares before the Event	No. of shares after the Event		Name and address of registered holder
	Baillie Gifford & Co (BG&Co) is a Scottish Partnership and is the ultimate parent of a group of companies. Baillie Gifford Overseas Limited (BGO) is a wholly owned subsidiary of BG&Co. Both companies are investment managers who act under discretionary investment management agreements for their clients. The address for BG&Co and BGO is Calton Square, 1 Greenside Row, Edinburgh, Scotland, EH1 3AN.
Does the notifiable interest arise from an agreement referred to in Section 1055 of the Companies Act 2014 of Ireland? (If yes, provide names and addresses of the parties to the agreement, the number of shares each party is interested in individually and the registered holder of such shares if different)	No

Bank of Ireland remains firmly committed to engaging with the US investment community through continued dialogue and regular investor roadshows. The Group's ordinary stock shall continue to be listed on the Irish Stock Exchange and the London Stock Exchange.

~~Additional~~Following ~~information~~deregistration, the Group intends to continue to post electronic versions of its annual and interim reports, interim management statements and press releases on its website: www.bankofireland.com/investor

~~Done~~For atfurther ~~Dublin~~information onplease ~~19 April 2016~~contact:

~~Contact:~~Bank ~~Helen~~of ~~Nolan, Group Secretary~~Ireland

~~Telephone:~~Andrew +Keating Group Chief Financial Officer +353 (0)766 7623 ~~623 4710~~5141

Mark Spain Director of Group Investor Relations +353 (0)766 23 4850

Pat Farrell Head of Group Communications +353 (0)766 23 4770

Forward Looking Statement

This document contains certain forward-looking statements within the meaning of Section 21E of the US Securities Exchange Act of 1934 and Section 27A of the US Securities Act of 1933 with respect to certain of the Bank of Ireland Group's (the 'Group') plans and its current goals and expectations relating to its future financial condition and performance, the markets in which it operates, and its future capital requirements. These forward-looking statements often can be identified by the fact that they do not relate only to historical or current facts. Generally, but not always, words such as 'may,' 'could,' 'should,' 'will,' 'expect,' 'intend,' 'estimate,' 'anticipate,' 'assume,' 'believe,' 'plan,' 'seek,' 'continue,' 'target,' 'goal,' 'would,' 'can,' 'might,' or their negative variations or similar expressions identify forward-looking statements, but their absence does not mean that a statement is not forward looking. Examples of forward-looking statements include among others, statements regarding the Group's near term and longer term future capital requirements and ratios, level of ownership by the Irish Government, loan to deposit ratios, expected impairment charges, the level of the Group's assets, the Group's financial position, future income, business strategy, projected costs, margins, future payment of dividends, the implementation of changes in respect of certain of the Group's pension schemes, estimates of capital expenditures, discussions with Irish, United Kingdom, European and other regulators and plans and objectives for future operations.

Such forward-looking statements are inherently subject to risks and uncertainties, and hence actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the following: geopolitical risks which could potentially adversely impact the markets in which the Group operates; concerns on sovereign debt and financial uncertainties in the EU and in member countries such as Greece and the potential effects of those uncertainties on the Group; general and sector specific economic conditions in Ireland, the United Kingdom and the other markets in which the Group operates; the ability of the Group to generate additional liquidity and capital as required; property market conditions in Ireland and the United Kingdom; the potential exposure of the Group to credit risk and to various types of market risks, such as interest rate risk and foreign exchange rate risk; the impact on lending and other activity arising from the emerging macro prudential policies; the performance and volatility of international capital markets; the effects of the Irish Government's stockholding in the Group (through the Ireland Strategic Investment Fund) and possible changes in the level of such stockholding; changes in applicable laws, regulations and taxes in jurisdictions in which the Group operates particularly banking regulation by the Irish and United Kingdom Governments together with the operation of the Single Supervisory Mechanism and the establishment of the Single Resolution Mechanism; the impact of the continuing implementation of significant regulatory developments such as Basel III, Capital Requirements Directive (CRD) IV, Solvency II and the Recovery and Resolution Directive; the exercise by regulators of powers of regulation and oversight in Ireland and the United Kingdom; the introduction of new government policies or the amendment of existing policies in Ireland or the United Kingdom; the outcome of any legal claims brought against the Group by third parties or legal or regulatory proceedings or any Irish banking inquiry more generally, that may have implications for the Group; the development and implementation of the Group's strategy, including the Group's ability to achieve net interest margin increases and cost reductions; the inherent risk within the Group's life assurance business involving claims, as well as market conditions generally; potential further contributions to the Group sponsored pension schemes if the value of pension fund assets is not sufficient to cover potential obligations; the Group's ability to address weaknesses or failures in its internal processes and procedures including information technology issues and equipment failures and other operational risks; the Group's ability to meet customers' expectations in mobile, social, analytics and cloud technologies which have enabled a new breed of 'digital first' propositions, business models and competitors; uncertainty relating to the forthcoming UK European Union 'In / Out' referendum; failure to establish availability of future taxable profits, or a legislative change in quantum of deferred tax assets currently recognised; and difficulties in recruiting and retaining appropriate numbers and calibre of staff.

Nothing in this document should be considered to be a forecast of future profitability or financial position and none of the information in this document is or is intended to be a profit forecast or profit estimate. Any forward-looking statement speaks only as at the date it is made. Except as required by applicable law, the Group does not undertake to release publicly any revision to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date hereof. The reader should however, consult any additional disclosures that the Group has made or may make in documents filed or submitted or may file or submit to the US Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised. 
 
 

The Governor and Company

of the Bank of Ireland  

Helen Nolan

Group Secretary 

Date:  1922 April 2016      

Filing Compare · GOVERNOR & CO OF THE BANK OF IRELAND