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, Admission 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 the Prospectus is available for inspection from PTSB's website at www.permanenttsbgroup.ie. 

For immediate release

permanent tsb Group Holdings plc

18 May 2015

Results of Open Offer

PTSB confirmed the completion of the Placing raising gross proceeds of €400 million on 5 May 2015. The Open Offer in respect of up to 2,736,052 New Ordinary Shares at the Issue Price of €4.50 (the same Issue Price as in respect of the Placing) closed for acceptances at 11.00 a.m. on 15 May 2015.

PTSB now announces that it has received valid acceptances under the Open Offer in respect of 479,954 New Ordinary Shares, raising gross proceeds of in aggregate €2,159,793. This represents 17.54% of the New Ordinary Shares the subject of the Open Offer. The Open Offer was not underwritten and accordingly the New Ordinary Shares not subscribed for under the Open Offer will not be issued.

Applications have been made to (i) the Irish Stock Exchange for the New Ordinary Shares to be admitted to listing on the Irish Official List; (ii) the FCA for the New Ordinary Shares to be admitted to the UK Official List; (iii) the Irish Stock Exchange for New Ordinary Shares to be admitted to trading on its regulated market (main securities market) for listed securities; and (iv) the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange. The Open Offer will complete with Open Offer Admission, which is expected to become effective at 8.00 a.m. today (18 May 2015).

Following Open Offer Admission the total number of Ordinary Shares of nominal value €0.50 each in issue in the Company will be 454,695,492. There are nil shares held in treasury. The total number of voting rights will therefore be 454,695,492.

The above figure of 454,695,492 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the Transparency (Directive 2004/109/EC) Regulations 2007 and the Transparency Rules.

This announcement should be read in conjunction with the full text of the Prospectus and the Open Offer Circular issued on 5 May 2015. Capitalised terms not defined in this announcement shall have the meaning given in the Prospectus which is available for inspection in electronic form on the company's website www.permanenttsbgroup.ie. 

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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 and J&E Davy 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.

This announcement has not been approved by the Central Bank of Ireland, the FCA or any other competent regulatory authority.

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 New Ordinary Shares. 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, 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.