PTSB Permanent Tsb Group Holdings Plc

Permanent TSB Group Holdings plc

Launch of Odd-lot Offer and Finalisation of Offer Price

6 September 2024

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 OF SUCH JURISDICTION

Permanent TSB Group Holdings plc (the "Company" or "PTSBGH") announces that it has today launched an Odd-lot Offer pursuant to which eligible shareholders holding 100 or fewer ordinary shares in the Company (the "Odd-lot Holders") are liable to have their shares repurchased by the Company at a 5% premium to the market price.

Introduction

At the Annual General Meeting of the Company held on 15 May 2024, shareholders approved the making by the Company of an Odd-lot Offer at any time within 18 months of the date of the meeting.

The Directors have decided to proceed with the launch of an Odd-lot Offer. The Odd-lot Offer opens today, Friday 6 September 2024, and will close on Friday 4 October 2024.

Capitalised terms in this announcement, unless otherwise defined have the same meaning given to them in the Annual General Meeting circular issued to shareholders dated 3 April 2024 (the "Circular").

Eligible Shareholders are those with registered addresses in Ireland, the United Kingdom, Isle of Man or Channel Islands and who were Odd-lot Holders on the First Record Date (being 3 April 2024) and who remain Odd-lot Holders on the Second Record Date (being close of business on the 4 October 2024). Eligible shareholders are liable to have their shares repurchased by the Company. The price per ordinary share to be paid to Odd-lot Holders whose ordinary shares are repurchased pursuant to the Odd-lot Offer (the "Offer Price") will be €1.74, being a 5 per cent. premium to the volume weighted average price of ordinary shares traded on Euronext Dublin over the five trading days prior to 6 September 2024.

Background

As a result of the Company's demutualisation from being a building society in 1994, the Company has a share register which has an unusually large number of shareholders with small shareholdings. The Company has a total of approximately 129,000 shareholders of which over 128,000 (99.5%) are shareholders who hold in aggregate 100 or fewer ordinary shares, representing in aggregate less than 0.12% of the total number of ordinary shares in issue.

The rationale for making the Odd-lot Offer is three-fold:

·    the ability of Odd-lot Holders to deal their shares is constrained by disproportionate dealing costs and banking charges;

·    based on the Company's experience with mailing annual reports, it is believed a large number of these Odd-lot Holders are inactive: they (or their estates) may not realise that they have a small holding in the Company or may not value that small holding; and

·   the Company's recurring costs of administration resulting from the large number of shareholders are disproportionate to the size of these small shareholdings and affect shareholders as a whole.

IT IS IMPORTANT TO NOTE THAT ANY ODD-LOT HOLDER WHO WISHES TO REMAIN A SHAREHOLDER MAY ELECT TO DO SO BY COMPLETING AND RETURNING AN OPT-OUT-FORM.

The maximum aggregate number of ordinary shares eligible to participate in the Odd-lot Offer is approximately 665,808, representing less than 0.12% of the issued share capital of the Company, as determined on 3 April 2024 (the "First Record Date"). Therefore, if no eligible Odd-lot Holders elect to opt-out of the offer, the maximum  cash consideration payable in aggregate to Odd-lot Holders would be approximately €1.16million.

Details of the Odd-lot Offer

Shareholders who become Odd-lot Holders between the First Record Date (being 3 April 2024) and the Second Record Date (being close of business on the 4 October 2024) will not be entitled to participate in the Odd-lot Offer.

Holdings under the same name with different designations will be treated as separate holdings of shareholders for these purposes.

As a principal purpose of an Odd-lot Offer is to simplify the Company's share register and make it more cost efficient, the Odd-lot Offer is open to the registered holders of ordinary shares only and not to Euroclear Participants or CDI Holders. For securities law reasons, only those shareholders with registered addresses in Ireland, the United Kingdom, Isle of Man and Channel Islands will be eligible to participate in an Odd-lot Offer.

Shareholders who wish to retain their Odd-lot Holdings may only do so by completing and returning the Opt-Out Form to the address stipulated on that form, to be received by 12 noon on the 4 October 2024.

Holdings of eligible Odd-lot Holders who do not opt out of the Odd-lot Offer by returning the 'Opt-Out Form' will be re-purchased by the Company at the Offer Price without further action being required.

No Odd-lot Holder shall be entitled to make a partial election under the Odd-lot Offer to retain shares in respect of part of an Odd-lot Holding. To the extent that an Odd-lot Holder attempts to make a partial election to retain shares in respect of the Odd-lot Offer, such Odd-lot Holder shall be deemed to have elected to retain their entire Odd-lot Holding without any further action being required.

Further information

Shareholders should note that shareholders approved the Odd-lot Offer at the Annual General Meeting of the Company held on 15 May 2024.

The Offer Price is set in Euro.  Shareholders with a registered address in Ireland will be paid by cheque in Euro.  Shareholders with a registered address in the United Kingdom, Isle of Man and Channel Islands will be paid by a cheque in Sterling on the basis that the cash amount payable in euro to which they would otherwise be entitled will be paid in Sterling based on an exchange rate of €1=£0.84318, being the foreign exchange reference rate published by the European Central Bank on 5 September 2024.

Proceeds from the sale of Odd-lots may be claimed by shareholders through presentation to their bank (or designated branches of PTSB) of cheques that will be issued to Odd-lot Holders who don't opt-out. Such cheques will be issued no later than 21 October 2024.

The Directors of the Company, in their absolute discretion, reserve the right to withdraw the Odd-lot Offer at any time.

Financial effects of the Odd-lot Offer

As at the First Record Date, the number of ordinary shares eligible to participate in the Odd-lot Offer was approximately 665,808, representing less than 0.12 per cent of the issued share capital of the Company. Therefore, the Odd-lot Offer and the potential repurchase of ordinary shares by the Company pursuant to the Odd-lot Offer is not expected to have a significant effect on the earnings, headline earnings per ordinary share, net asset value or tangible net asset value per ordinary share of the Company and any purchase of ordinary shares pursuant to an Odd-lot Offer will be funded by available cash resources.

Taxation

Odd-lot Holders should take into account the tax implications for them of participating in the Odd-lot Offer. Odd-Lot Holders who are in any doubt as to their own tax position should consult their own independent professional adviser.

Key dates and times

The key dates and times are as follows:

Notes:

1.  The above dates and times are subject to change. Any changes will be released via a Regulatory Information Service announcement.

2.   All references to time are to Irish time.

3.   To be eligible to participate in an Odd-lot Offer in respect of his/her holding of Odd-lots, a Shareholder must be an Odd-lot Holder on the First Record Date and must remain an Odd-lot Holder on the Second Record Date and must be entered on the Register with an address in Ireland, the United Kingdom, Isle of Man and Channel Islands

4.   Proceeds from the sale of Odd-lots may be claimed by Odd-lot Holders through presentation to their bank (or designated branches of PTSB) of cheques that will be issued to Odd-lot Holders who do not opt-out.  Such cheques shall be issued no later than 21 October 2024. Any such proceeds unclaimed for a period of 6 (six) years from the date of sale of the Odd-lots may be declared by the Directors to be forfeited for the benefit of the Company.

For Further Information Please Contact:

Market/Media

Shareholders

Shareholder support-line Ireland: +353 (0)1 526 0116 (or if dialling from the UK on 020 3059 8256).

Email address: enquiries@linkgroup.ie quoting "PTSB Odd-Lot Offer" in the Subject Line.