IL0A.L Regulatory News (IL0A)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For Immediate Release 

Permanent tsb group holdings plc

publication of class 1 circular, notice of extraordinary general meeting and form of proxy (the "documents")

24 May 2022

On 17 December 2021, Permanent TSB Group Holdings plc (the "Company" or "PTSBGH") announced that it had entered into a conditional agreement to acquire certain elements of the Ulster Bank Retail, SME and Asset Finance business in the Republic of Ireland from NatWest Group plc (the "Transaction").

The Transaction constitutes a Class 1 transaction for the Company under the Euronext Dublin Listing Rules and is therefore conditional on, amongst other things, the approval of the Company's shareholders.

The Company has today published a Class 1 circular (the "Circular"), which has been approved by Euronext Dublin, in connection with the Transaction. The Circular contains a notice convening an extraordinary general meeting (the "EGM") of the Company, which is to be held at the Marker Hotel, Grand Canal Square, Dublin Docklands, Dublin 2, D02 CK38 on Friday 24 June 2022 at 11:30am (Irish Time), at which ordinary resolutions will be proposed for the Company's shareholders to approve the Transaction and the issue of new shares to NatWest Group Plc.

The Circular will be sent or made available to the Company's shareholders shortly. A copy of the Circular will be submitted to the National Storage Mechanism and Euronext Dublin and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and at Euronext Dublin OAM Filing. The Circular will also be available on the Company's website (https://www.permanenttsbgroup.ie) up to and including the date of the EGM.

Capitalised terms used in this announcement and not otherwise defined shall have the meaning given to them in the Circular.

For further details, please contact:

IMPORTANT NOTICES

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. PTSBGH shareholders are advised to read carefully the Circular. Any response to the Transaction should be made only on the basis of the information in the Circular.

The contents of this announcement are not to be construed as legal, financial or tax advice. If you are in any doubt about the contents of this announcement and what action you should take, you are recommended to consult your independent professional adviser, who is authorised or exempted under the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) or the Investment Intermediaries Act 1995 (as amended), if you are resident in Ireland, or who is authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside Ireland or the United Kingdom.

J&E Davy Unlimited Company (trading as "Davy"), which is regulated in Ireland by the Central Bank, is acting exclusively for the Company as financial adviser and sponsor in connection with the Transaction and for no one else (including the recipients of the Circular) and will not be responsible to any other person for providing the protections afforded to clients of Davy or for providing advice in relation to the Transaction, the contents of this announcement or any other transaction, arrangement or other matter referred to in this announcement as relevant and neither Davy nor any of its subsidiaries, branches or affiliates 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 Davy in connection with the Circular, the Transaction or the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with PTSBGH, the Transaction, or any other matter referred to herein. 

Overseas jurisdictions

The distribution of this announcement in jurisdictions other than the United Kingdom and Ireland may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Forward-looking Statements

Certain statements contained in this announcement in connection with the Transaction constitute, or may be deemed to constitute "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "aims", "anticipates", "believes", "budget", "continue", "could", "estimates", "expects", "is expected to", "forecasts", "guidance", "intends", "may", "plans", "projects", "schedules", "should", "is subject to" or "will" or, in each case, their negative, or other variations or comparable terminology.

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements are subject to known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. These factors include the satisfaction of the Conditions, as well as factors such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as changes in the political, social and regulatory framework in which the PTSB Group will operate or in economic or technological trends or conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

These forward-looking statements are made as at the date of this announcement and are not intended to give any assurance as to future results. None of the Company or any of its associates or directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with its legal or regulatory obligations, the Company is under no obligation, and the Company expressly disclaims any intention or obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.