Results of Scheme Meeting and EGM
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
30 JULY 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
RESULTS OF SCHEME MEETING AND EGM
The boards of BAWAG P.S.K. Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse Aktiengesellschaft ("BAWAG PSK") and Permanent TSB Group Holdings plc ("PTSBGH") are pleased to announce that at today's Scheme Meeting and Extraordinary General Meeting ("EGM") held in connection with the recommended cash offer by BAWAG PSK, for the entire issued share capital of PTSBGH (the "Acquisition"), to be effected by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme"):
· the PTSBGH Shareholders voted in favour of the Scheme Meeting Resolution to approve the Scheme at the Scheme Meeting; and
· the PTSBGH Shareholders voted in favour of the EGM Resolutions at the EGM.
Full details of the Resolutions passed are set out in the notices of the Scheme Meeting and EGM contained in the Scheme Document dated 15 May 2026 (the "Scheme Document").
The detailed voting results in relation to the Scheme Meeting and EGM are set out below:
Voting Results of the Scheme Meeting
The Scheme Meeting Resolution was duly passed on a poll vote at the Scheme Meeting. The results of the poll were as follows. The required quorum in respect of the Scheme Meeting, being at least two persons holding or representing by proxy at least one-third in nominal value of the Scheme Shares, was satisfied.
|
|
Number of Scheme Shares Voted |
% of Scheme Shares Voted |
Number of Scheme Shares Voted as a % of Scheme Shares** |
|
For |
377,489,435 |
91.28% |
69.26% |
|
Against |
36,041,144 |
8.72% |
6.61% |
|
Total |
413,530,579 |
100% |
75.88% |
|
Withheld* |
299 |
|
|
* The "Vote Withheld" option is provided to enable abstention on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
** The total number of Scheme Shares in issue at the Voting Record Time was 544,996,176.
Voting Results of the EGM
|
|
Number of PTSBGH Shares Voted |
% of PTSBGH Shares Voted |
Number of PTSBGH Shares Voted as a % of PTSBGH Shares** |
|
Resolution 1 - Amendment of Memorandum of Association |
|||
|
For |
377,311,239 |
91.52% |
69.23% |
|
Against |
34,969,912 |
8.48% |
6.42% |
|
Total |
412,281,151 |
100% |
75.65% |
|
Withheld* |
269,359 |
|
|
|
Resolution 2 - Approval of the Scheme of Arrangement |
|||
|
For |
377,295,261 |
91.45% |
69.23% |
|
Against |
35,254,870 |
8.55% |
6.47% |
|
Total |
412,550,131 |
100% |
75.70% |
|
Withheld* |
379 |
|
|
|
Resolution 3 - Amendment of Articles of Association |
|||
|
For |
377,311,057 |
91.52% |
69.23% |
|
Against |
34,970,092 |
8.48% |
6.42% |
|
Total |
412,281,149 |
100% |
75.65% |
|
Withheld* |
269,354 |
|
|
|
Resolution 4 - Adjournment of the EGM |
|||
|
For |
388,214,217 |
94.16% |
71.23% |
|
Against |
24,068,462 |
5.84% |
4.42% |
|
Total |
412,282,679 |
100% |
75.65% |
|
Withheld* |
267,844 |
|
|
* The "Vote Withheld" option is provided to enable abstention on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
** The total number of PTSGH Shares in issue at the Voting Record Time was 544,996,176.
Effective Date and Timetable
Completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction by the Court of the Scheme at the Court Hearing.
An application will be made in due course to the High Court for sanction of the Scheme, and it is expected that the application for sanction and related orders will be heard in Q4 2026.
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meaning as given to them in the Scheme Document.
In accordance with Euronext Dublin Listing Rule 6.1.10 and FCA Listing Rule 14.3.6, copies of all resolutions will be submitted to Euronext Dublin and the UK's National Storage Mechanism and will shortly be available for inspection at:
https://direct.euronext.com/#/oamfiling
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries
|
Permanent TSB Group Holdings plc Scott Rankin Leontia Fanin |
Tel: +353 1 6695000 scott.rankin@PTSB.ie leontia.fannin@PTSB.ie |
|
GSI (Financial Adviser to PTSBGH) Ronan Breen Owain Evans Sarah Hanlon Tom MacDonald Ayman Khondker James Gallagher |
Tel: +44 20 7774 1000
|
Statements required by the Irish Takeover Rules
The PTSBGH Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the PTSBGH Directors (who have 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.
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.
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 acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if applicable, the Takeover Offer Documents).
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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