Update on High Court Sanction Hearing

Permanent TSB Group Holdings PLC

23 October 2026

 

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

23 October 2026

RECOMMENDED CASH OFFER

FOR

PERMANENT TSB GROUP HOLDINGS PLC

BY

BAWAG P.S.K. BANK FÜR ARBEIT UND WIRTSCHAFT UND ÖSTERREICHISCHE POSTSPARKASSE AKTIENGESELLSCHAFT ("BAWAG PSK")

UPDATE ON HIGH COURT SANCTION HEARING

The Board of Permanent TSB Group Holdings plc ("PTSBGH" or the "Company") confirms that the hearing of the High Court of Ireland (the "High Court") to sanction the scheme of arrangement (the "Scheme"), by which the recommended cash acquisition by BAWAG PSK of the entire issued and to be issued share capital of PTSBGH is to be implemented, will proceed as planned at 11am (Irish time) on 27 October 2026 (the "Court Hearing").

PTSBGH also notes the recent announcement by Axis Capital Limited ("Axis") on 22 October 2026. PTSBGH confirms that no offer has been made by Axis for the Company.  PTSBGH is firmly of the view that this latest announcement remains highly speculative and conditional and that no new information has been provided by Axis or its advisors that has changed that position.

The Board of PTSBGH remains focused on delivering value and certainty to the Company's shareholders and, in accordance with its legal obligations, is continuing to work with BAWAG PSK to satisfy the remaining conditions set out in the Scheme Document dated 15 May 2026, including the sanction of the Scheme at the Court Hearing.

PTSBGH notes that four shareholders, out of a total of approximately 12,000 PTSBGH shareholders, and who hold only 0.002890% of the Company's issued shares, have indicated to the High Court that they intend to object to the sanction of the Scheme.  These shareholders have, over a prolonged period, pursued a number of unsuccessful legal proceedings concerning PTSBGH and the Minister's shareholding in the Company.

The Court Hearing is expected to take place over a number of days.  The timing of the judgment, following the satisfaction of Scheme conditions and the conclusion of the application for sanction of the Scheme,  will be a matter for the High Court.  A further announcement will be made through a Regulatory Information Service following delivery of the High Court's judgment.

Enquiries

Permanent TSB Group Holdings plc                                                          Tel: [phone]                                                                          

Scott Rankin                                                                                                  [e-mail]

Leontia Fannin                                                                                            [e-mail]

GSI (Financial Adviser to PTSBGH)                                                         Tel: [phone]

Ronan Breen
Sara Hanlon

Tom MacDonald

Ayman Khondker

James Gallagher

EY (Adviser to the PTSBGH board and PTSBGH)                                   Tel: [phone]                                                  

Graham Reid

Davy (Corporate Broker and Sponsor to PTSBGH)                                  Tel: [phone]

Brian Garrahy

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 matters referred to in this announcement 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 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, 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 matters referred to in this announcement. EY's advisory responsibilities in connection with this announcement are owed solely to PTSBGH. 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, 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 any matter referred to herein.

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 [phone].

Publication on Website       

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this announcement will be available on the Company's website at https://www.permanenttsbgroup.ie/investors by no later than 12.00 (noon) (Irish time) on the business day following publication of this announcement. The content of the website referred to in this announcement is not incorporated into, and does not form part of, this announcement.

Other Matters

This announcement is not intended to, and does not, constitute or form part of (1) an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities; (2) the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities; or (3) the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

The release, publication or distribution of this announcement in, into, or from, certain jurisdictions other than Ireland may be restricted or affected by the laws of those jurisdictions. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into, or from any such jurisdiction. Therefore, persons who receive this announcement (including without limitation nominees, trustees and custodians) and are subject to the laws of any jurisdiction other than Ireland who are not resident in Ireland will need to inform themselves about, and observe any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction.

 

END