Date of Court Hearing to Sanction the Scheme
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
7 September 2026
RECOMMENDED CASH OFFER
FOR
PERMANENT TSB GROUP HOLDINGS PLC
BY
BAWAG P.S.K. BANK FÜR ARBEIT UND WIRTSCHAFT UND ÖSTERREICHISCHE POSTSPARKASSE AKTIENGESELLSCHAFT, A WHOLLY OWNED SUBSIDIARY OF BAWAG GROUP AG
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
ANNOUNCEMENT OF DATE OF COURT HEARING TO SANCTION THE SCHEME
On 14 April 2026, the board of directors of Permanent TSB Group Holdings plc (PTSBGH) and the management board of BAWAG P.S.K. Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse Aktiengesellschaft (BAWAG PSK), a wholly owned subsidiary of BAWAG Group AG (BAWAG), announced that they had agreed the terms of a recommended acquisition of the entire issued share capital of PTSBGH (the Acquisition).
PTSBGH Shareholders voted in favour of the scheme of arrangement (the Scheme) to effect the Acquisition at the Scheme Meeting and the Extraordinary General Meeting on 30 July 2026.
Announcement of date of court hearing to sanction the Scheme
The Board of PTSBGH announces that the hearing of the application by PTSBGH to the High Court of Ireland (the Court) for an order sanctioning the Scheme and any necessary further orders in advance of the satisfaction of all conditions to the Scheme (the Sanction Hearing) has been listed by the Court for hearing at 11am on Tuesday, 27 October 2026 (or such later or other date as the Court may direct).
By order of the Court made on 4 September 2026, any interested party intending to appear at the Sanction Hearing must give notice of their intention to do so to PTSBGH's solicitors, A&L Goodbody LLP, by no later than 5p.m. (GMT) on 28 September 2026. Any affidavit evidence that an interested party intends to rely upon at the Sanction Hearing in support of such appearance must be filed with the Central Office of the Court and served on PTSBGH's solicitors, A&L Goodbody LLP, by that time and date. Information relating to a case-management hearing on 12 October 2026 in advance of the Sanction Hearing and other orders made by the Court on 4 September 2026 relevant to interested parties intending to appear at the Sanction Hearing will be published on PTSBGH's website https://www.permanenttsbgroup.ie. A copy of the originating notice of motion and the supporting affidavit may be obtained from PTSBGH's solicitors A&L Goodbody LLP, upon request made by email addressed to ptsb@algoodbody.com.
The Acquisition remains subject to financial regulatory approval and to the sanction of the Scheme by the Court.
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the circular relating to the Scheme published by PTSBGH on 15 May 2026 (a copy of which is published on PTSBGH's website https://www.permanenttsbgroup.ie).
Enquiries
|
Permanent TSB Group Holdings plc Scott Rankin Leontia Fannin |
Tel: +353 1 6695000 scott.rankin@PTSB.ie leontia.fannin@PTSB.ie |
|
GSI (Financial Adviser to PTSBGH) Ronan Breen Owain Evans Sara Hanlon Tom MacDonald Ayman Khondker James Gallagher |
Tel: +44 20 7774 1000 |
|
EY (Adviser to the PTSBGH board and PTSBGH) Graham Reid |
Tel: +353 1 4750555 |
|
Davy (Corporate Broker and Sponsor to PTSBGH) Brian Garrahy
|
Tel: +353 1 6796363 |
Responsibility statements required by the Irish Takeover Rules
The Directors of PTSBGH accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Advisers
Goldman Sachs International ("GSI"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to PTSBGH and for no one else in connection with the Acquisition and will not be responsible to anyone other than PTSBGH in respect of protections that may be afforded to clients of GSI nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither GSI nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of GSI in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by GSI as to the contents of this Announcement.
Ernst & Young ("EY") is acting as an adviser to the PTSBGH board and PTSBGH in connection with the Acquisition. EY's advisory responsibilities in connection with the Acquisition are owed solely to PTSB. EY is not acting as a financial adviser or Rule 3 adviser as defined by the Irish Takeover Rules. Neither EY nor any of its affiliates (nor their respective partners, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of EY in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. EY makes no representation or warranty, express or implied, as to the contents of this announcement.
J&E Davy ("Davy"), which is authorised and regulated in Ireland by the Central Bank of Ireland, and in the United Kingdom is authorised and regulated by the FCA, is acting exclusively for PTSBGH and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than PTSBGH for providing the protections afforded to clients of Davy or for providing advice in connection with the matters referred to in this Announcement.
Disclosure requirements of the Irish Takeover Rules
Under Rule 8.3(b) of the Irish Takeover Rules, any person 'interested' (directly or indirectly) in 1% or more of any class of "relevant securities" of PTSBGH must disclose all "dealings" in such "relevant securities" during the "offer period". The disclosure of a "dealing" in "relevant securities" by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (Irish time) on the business day following the date of the relevant transaction. This requirement will continue until the "offer period" ends. If two or more persons cooperate on the basis of any agreement either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of the offeree company, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. A dealing disclosure must contain the details specified in Rule 8.6(b) of the Irish Takeover Rules, including details of the dealing concerned and of the person's interests and short positions in any "relevant securities" of PTSBGH.
All "dealings" in "relevant securities" of PTSBGH by a bidder, or by any party Acting in Concert with a bidder, must also be disclosed by no later than 12 noon (Irish time) on the "business" day following the date of the relevant transaction. If two or more persons co-operate on the basis of an agreement, either express or tacit, either oral or written, to acquire for one or more of them an interest in relevant securities, they will be deemed to be a single person for these purposes.
Disclosure tables, giving details of the companies in whose "relevant securities" and "dealings" should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.
"Interests" in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks in this section are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.
No Offer or Solicitation
This Announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Documents), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Documents).
This Announcement does not constitute a prospectus or a prospectus equivalent document.
Overseas Shareholders
The laws of certain jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland or the United Kingdom. Persons who are not resident in Ireland or the United Kingdom, or who are subject to laws of any jurisdiction other than Ireland or the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with any applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders are contained in the Scheme Document.
This announcement has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.
The Acquisition will not be made available, directly or indirectly, in any Restricted Jurisdiction, and the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction.
The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, PTSBGH, BAWAG PSK and BAWAG disclaim any responsibility or liability for the violations of any such restrictions by any person.
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