REG - Permanent TSB Group BAWAG Group AG - Announcement re convening of Scheme Meeting

BAWAG AGAnnouncement

14/05/2026 08:00

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RNS Number : 2399E  Permanent TSB Group Holdings PLC  14 May 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, 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

14 MAY 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 re convening of Scheme Meeting

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"), to be effected by way of a scheme
of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the
"Scheme").

PTSBGH announces that on 13 May 2026 the High Court of Ireland made an order
directing that a meeting of PTSBGH Shareholders to consider and vote on the
Scheme (the "Scheme Meeting") be convened.

The Scheme Meeting will be held at The Conrad Hotel, Earlsfort Terrace, Dublin
2, D02 V562, Ireland on 30 July 2026, commencing at 10.00 a.m. In addition to
approval at the Scheme Meeting, implementation of the Scheme also requires
various approvals by PTSBGH Shareholders at an extraordinary general meeting
(the "EGM") of PTSBGH to be held at 10.15 a.m. or, if later, as soon
thereafter as the Scheme Meeting, convened for the same date and place, has
concluded or has been adjourned.

The scheme document (the "Scheme Document") setting out, amongst other things,
the full terms and conditions of the Scheme, information required under
Section 452 of the Companies Act 2014, an expected timetable of principal
events, notices convening the Scheme Meeting and the related EGM, and details
of the action to be taken by PTSBGH Shareholders is expected to be published
not later than 5pm Tuesday, 19 May 2026.

A further announcement will be made on publication of the Scheme Document.

Capitalised terms used, but not defined, in this announcement have the same
meaning as in the announcement of the Acquisition made on 14 April 2026
pursuant to Rule 2.7 of the Irish Takeover Rules. All times shown in this
announcement are Irish times unless otherwise stated.

Enquiries

 Permanent TSB Group Holdings plc   Tel: +353 1 6695000

 Scott Rankin                       scott.rankin@PTSB.ie

 Leontia Fannin                     leontia.fannin@PTSB.ie
 GSI (Financial Adviser to PTSBGH)  Tel: +44 20 7774 1000

 Ronan Breen

 Owain Evans

 Sara Hanlon

 Tom MacDonald

 Ayman Khondker

 James Gallagher

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
(http://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).

Publication on website

Pursuant to Rule 26.1 of the Irish Takeover Rules, this announcement will be
made available on PTSBGH's website
(https://www.permanenttsbgroup.ie/investors/fsp) by no later than 12:00 noon
(Irish time) on the Business Day following the date of this announcement.
Neither the content of any such website, nor the content of any other website
accessible from hyperlinks on such website, is incorporated into, or forms
part of, this announcement.

General

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 will be 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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