IL0A.L Regulatory News (IL0A)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement and not a prospectus (or prospectus equivalent document) and is not an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan, South Africa or Australia. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published on 28 April 2015 by permanent tsb Group Holdings plc ("PTSB", or the "Company") in connection with, inter alia, the Open Offer and Open Offer Admission. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. A copy of each of the Prospectus and the Open Offer Circular is available for inspection from PTSB's website at www.permanenttsbgroup.ie. Capitalised terms not defined in this announcement shall have the meaning given in the Prospectus. 

For immediate release

Permanent tsb Group Holdings plc

5 May, 2015

Completion of Placing and Sale and Admission of the Company to the Official Lists

PTSB confirms that it has now completed the Placing of 88,888,889 New Ordinary Shares at an Issue Price of €4.50 per New Ordinary Share, realising gross proceeds of €400 million. In addition the Sale by the Minister for Finance of 21,828,552 existing Ordinary Shares at €4.50 per Ordinary Share has also been completed.

With effect from this morning, the New Ordinary Shares and the existing Ordinary Shares in the Company were admitted to the primary listing segment of the Official List of the Irish Stock Exchange and to trading on the ISE's main securities market, and to the standard listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange. Trading on the Enterprise Securities Market has accordingly been cancelled.

The Open Offer comprising 1 New Ordinary Share for every 1 existing Ordinary Share is ongoing and remains open until 11.00 a.m. on 15 May, 2015.

Capitalised terms not defined in this announcement shall have the meaning given in the Prospectus dated 28 April, 2015.

For further information, please contact:

DISCLAIMERS 

This announcement has been issued by the Company and is the sole responsibility of the Company. None of the Minister for Finance, the Department of Finance, the Government of Ireland, the National Treasury Management Agency or any person controlled by or controlling any such person, or any entity or agency of or related to the Irish State, or any director, officer, official, employee or adviser (including without limitation legal and financial advisors and the Banks) of any such person (each such person, a "relevant person" for the purposes of this paragraph) accepts any responsibility for the contents of, or makes any representation or warranty as to the accuracy, completeness or fairness of any information in, this announcement or any document referred to in this announcement. Each relevant person expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement. No relevant person has authorised or will authorise the contents of this announcement, or has recommended or endorsed the merits of the offering of securities or any other course of action contemplated by this announcement.

Neither this announcement, the publication in which it is contained nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"). The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company does not intend to register any securities referred to herein under the applicable securities laws of the United States or to conduct a public offering of any securities in the United States. This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan, or South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "target", "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the current view of the Company (together with its subsidiaries, the "Group") with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that the Company or the Group will generate a particular rate of return.

Each of Deutsche Bank AG, London Branch, J&E Davy, Goodbody Stockbrokers (trading as Goodbody), Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) and their respective affiliates (together, the "Banks"), the Company and each Group company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of new ordinary shares pursuant to the Open Offer should be made solely on the basis of the information contained in the Prospectus and before purchasing any shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus to be issued by the Company. This announcement has not been approved by the Central Bank of Ireland, the FCA or any other competent regulatory authority.

The Open Offer timetable, including the date of Open Offer Admission,is subject to change and may be influenced by a range of circumstances such as market conditions. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. The ordinary shares of the Company are only suitable for investors who understand the potential risks of capital loss and that there may be limited liquidity in the ordinary shares and who fully understand and are willing to assume the risks involved. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Placing, the Open Offer or the Sale. The value of ordinary shares can decrease as well as increase. When considering what further action you should take you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) and, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended, of the United Kingdom, or another appropriately authorised professional adviser if you are in a territory outside Ireland or the United Kingdom. Potential investors should consult a professional adviser as to the suitability of ordinary shares for the person concerned. Past performance cannot be relied upon as a guide to future performance.

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

Deutsche Bank AG, which is authorised under German Banking Law (competent authority: European Central Bank) and, in the UK, by the Prudential Regulation Authority (the "PRA"), is subject to supervision by the European Central Bank and by BaFin, Germany's Financial Supervisory Authority, and is subject to limited regulation in the UK by the FCA and PRA, and J&E Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, are each acting exclusively for the Company and no one else in connection with the Open Offer. None of the Banks will have regard to any other person as their respective clients in relation to the Open Offer, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Open Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of the Banks, the Company or any of their respective directors, officers, employees, advisers agents, affiliates or any other person acting on their behalf accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of, the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.