TIDMIL0A
RNS Number : 6655M
Permanent TSB Group Holdings PLC
24 May 2022
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:
Nicola O'Brien Leontia Fannin
Head of Investor Relations Head of Corporate
Nicola.OBrien@permanenttsb.ie Affairs & Communications
+353 1 669 5283 leontia.fannin@permanenttsb.ie
+353 87 973 3143
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.
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END
STRAIMFTMTBTBJT
(END) Dow Jones Newswires
May 24, 2022 12:45 ET (16:45 GMT)
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