REG - Permanent TSB Group Permanent TSB PLC - Commencement of Formal Sale Process

Permanent TSB groupAnnouncement

30/10/2025 07:00

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RNS Number : 4120F  Permanent TSB Group Holdings PLC  30 October 2025

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 OR REGULATIONS OF THAT JURISDICTION

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT 1997,
TAKEOVER RULES, 2022 (THE "IRISH TAKEOVER RULES") AND IS NOT AN ANNOUNCEMENT
OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE IRISH TAKEOVER
RULES. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO
THE TERMS ON WHICH ANY SUCH OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

30th October 2025

Permanent TSB Group Holdings PLC ("PTSB", the "Bank" or "Company")

Announcement of Commencement of Formal Sale Process

·      The Board of PTSB is today announcing the commencement of a
Formal Sale Process ("FSP").

 

·      PTSB has a compelling strategic position within the highly
attractive Irish banking market, having undergone a significant transformation
in recent years, demonstrating strong business and financial performance and
continued growth in its balance sheet and customer base.

 

·      PTSB has seen a significant increase in appetite for its shares
from international investors, along with unprecedented demand for its recent
Green Tier 2 issuance. This is against a backdrop of increased consolidation
activity in the European banking sector.

 

·      Consequently, the Board of PTSB, with the support of its largest
shareholder, the Minister for Finance of Ireland, Paschal Donohoe (Minister
for Finance), has concluded that it is now in the best interests of the Bank
and its key stakeholders to commence a FSP with the intention of identifying a
new long-term owner of the Bank. The Company has appointed Goldman Sachs
International ("GSI") as financial adviser in relation to the FSP.

 

·      PTSB is an important part of the retail banking market and wider
Irish economy, and its continued sustainable growth is critical to ensuring
competition in the market and providing choice to consumers. PTSB's
operations, products and services are unaffected by this announcement, and the
Bank will continue to support and service customers as normal.

 

·      PTSB continues to deliver on its recent strategic and financial
progress, as reflected in its Q3 2025 trading statement issued today, which
demonstrates sustained momentum across all key business lines. Relative to
last year, PTSB's deposit book has grown 7%, the mortgage book is up 4%, and
its business banking book is up 11%. PTSB also intends to restart dividend
payments to shareholders next year, subject to its financial position and
required regulatory approvals.

 

 

 

 

Background to the Formal Sale Process

PTSB has a compelling strategic position as Ireland's third largest bank,
having undergone a significant transformation in recent years, demonstrating
strong business and financial performance and continued growth in its balance
sheet and customer base, supported by a refreshed customer-focused brand.

PTSB has returned to profitability and strengthened its capital position and
is now poised to execute its three-year strategy, with strong momentum already
achieved this year.

In recent months, PTSB has seen a significant increase in appetite for its
shares from international investors, along with unprecedented demand for its
recent Green Tier 2 issuance. This is against a backdrop of increased
consolidation activity in the European banking sector.

Consequently, the Board of PTSB, with the support of its largest shareholder,
the Minister for Finance, has concluded that now is the right time to seek a
new owner to support the next phase of the Bank's growth and strategic
development, under the framework of a FSP in accordance with the Irish
Takeover Rules.

The Board believes that such a process could identify a new long-term owner of
the Bank, one which, subject to agreeing terms satisfactory to the Board and
requisite shareholder approval, could be value creative for shareholders and
beneficial for customers and colleagues.

PTSB's operations, products and services are unaffected by this announcement,
and the Bank will continue to support and service customers as normal.

 

PTSB is an important part of the retail banking market and wider Irish
economy, and its continued sustainable growth is critical to ensuring
competition in the market and providing choice to consumers.

 

There can be no assurance that the FSP will result in any offer or transaction
being completed. If the FSP does not lead to a successful transaction on
agreeable terms, the Bank will continue to progress its strategy and delivery
of its medium-term guidance, announced in the Q3 statement today.

The Company has appointed GSI as financial adviser in relation to the FSP.

Chair of PTSB, Julie O'Neill said:

"PTSB has fundamentally transformed itself and built a sustainable business
model that is competing very strongly in the Irish personal and business
banking markets. Notwithstanding this success, there is a significant market
opportunity for the Bank to increase further its presence and share of the
Irish retail banking market.

Given the robust economic backdrop and increased investor appetite in PTSB
shares, the Board is of the view that now is the right time to seek a new
long-term owner for the Bank that will enable PTSB to unlock its potential for
further growth and scale.

If successful, this FSP would result in the exit of the State's last remaining
shareholding in the Irish banking sector and, most importantly, return capital
to the State and taxpayers.

This FSP is a positive development for PTSB and evidence of the Bank's
position of strength in the Irish retail banking market.

PTSB customers are not impacted by the FSP and our team of dedicated
colleagues will continue to support and service customers as normal"

The Minster for Finance of Ireland, Paschal Donohoe said:

"PTSB has made great progress in building a strong competitive franchise in
the Irish retail banking market as evidenced by its Q3 2025 trading update
released today. With increased investor interest in European banks, this
presents the State with the opportunity to exit its last remaining
shareholding in an Irish bank after 17 years.

The State's investment in PTSB was made during the financial crisis to
safeguard the stability of the banking system and protect depositors. A sale
of the State's investment would be consistent with the objective of recovering
taxpayer funds that were used to rescue the Irish banks and deploying these to
more productive purposes.

The State has and continues to be very supportive of PTSB, and the Government
believes that it is in the long-term interests of PTSB and citizens in general
that the Bank be returned to full private ownership.

PTSB is an important part of the retail banking market and wider Irish
economy, and its continued sustainable growth provides choice to consumers."

PTSB | A full service, customer-focused personal and business bank.

PTSB is the third largest bank in Ireland and is positioned as the leading
challenger to the two main incumbents. It is a customer-focused retail and
business banking franchise with c.1.3 million customers, a nationwide branch
footprint, and an enlarged mortgage and business banking presence following
the acquisition of certain Ulster Bank assets.

Its Q3 2025 trading statement announced today shows real momentum in the
business and sustainable profitability, evidenced by deposit growth of 7%,
loan book growth of 4% year on year and a CET1 ratio of 15.5%. The Bank
continued to support customers with new lending in Business Banking, which
includes both SME and Asset Finance lending, up 11% YTD.

PTSB is well positioned to continue delivering sustainable commercial and
profitable growth as it grows its presence in the Irish market and diversifies
its business model.

 

§ A refreshed Business Strategy and a contemporary, customer-focused brand:
 The Bank launched a refreshed Business Strategy to the market in March 2025
that focuses on deepening customer relationships, diversifying income and
differentiating through customer experience. The implementation of this
Business Strategy has been supported by the recent overhaul of PTSB's brand,
repositioning PTSB as a full service, customer-focused personal and business
bank.

 

§ Scaled business with income diversification and future growth
opportunities: The Ulster Bank acquisition added c.€6.7bn of performing
loans, 25 branches and a strengthened business banking franchise. This
acquisition, combined with increased organic growth, has elevated PTSB to a
share of over 20% of new mortgage lending and a mid-single digit share of
business lending, along with an enlarged community presence through a
nationwide branch network. The exit of Ulster Bank and KBC also added
meaningfully to the Bank's current account base. PTSB has c.1.3 million
customers and competes as a full-service personal and business bank with
potential for future growth and income diversification across retail, SME and
asset finance markets.

 

§ Strong balance sheet and conservative risk profile: With a CET1 ratio of
15.5%, NPLs of 1.7%, provisions to loans of 1.8% and a loan-to-deposit ratio
of 87%, PTSB has an exceptionally strong balance sheet, with potential further
capital optimisation opportunities in the near-term via the ongoing IRB model
review. This provides resilience as well as flexibility to reinvest or return
capital.

 

§ Recent Debt Rating upgrades: Fitch upgraded the Bank's senior rating in
Permanent TSB Group Holdings plc (HoldCo) to Investment Grade in early 2024,
while Moody's further reinforced its Investment Grade rating on the HoldCo in
September 2024 with a one notch upgrade to Baa1. Recently, Fitch upgraded the
rating on the HoldCo by one notch to BBB, further cementing the Bank's
investment grade status.

 

§ Modern multi-channel franchise post significant investment: A multi-year
investment programme in technology and digital capabilities, payments
infrastructure and customer channels (voice, digital and branch) have enabled
the Bank to deliver enhanced customer journeys, and improved efficiency and
service levels, which will continue to drive greater income diversification in
the years ahead.

 

§ Experienced Management Team and skilled workforce: Well tested and
experienced management team with significant transformation and M&A
experience. Skilled employee base across front and back-office functions,
branches, contact centres, technology, finance, operations, and central
support. This includes newly acquired and specialist expertise in data,
technology, sustainability, product and business development, underpinned by
strong customer relationships.

 

§ Earnings momentum and returns improvement: Enlarged scale, margin
tailwinds, falling costs and a stable credit environment are supportive of
stronger profitability and improving returns with potential upside possible
from regulatory capital benefits.

 

§ Supportive Irish macro-economic environment and demographics: Ireland is
one of Europe's fastest growing economies, with domestic demand forecast to
expand c.2-3% annually. A young, well-educated and expanding population,
underpinned by strong net inward migration, continues to drive structural
demand for housing, mortgages, and banking services.

 

§ Favourable market structure underpins attractive margin dynamics: Net
interest margins are set to benefit from reduced deposit costs, a repricing of
maturing fixed rate mortgages, a change in mix towards higher yielding
business lending and the normalisation of wholesale funding costs.

 

Q3 2025 Trading Statement

PTSB has today separately published its Q3 2025 trading statement,
demonstrating a strong performance in the third quarter, with continued
momentum across all key business lines. Relative to last year, PTSB's deposit
book has grown 7%, the mortgage book is up 4%, and the business banking book
is up 11%.

New mortgage lending year to date is up 64% to €2.1bn, and PTSB expects
revenue growth to return in the coming quarters as it benefits from continued
loan growth and improved margins. Operating expenses were marginally lower for
the first nine months and are on track to reduce to PTSB's full year target of
€525m. In addition, its liquidity and capital positions remain strong, with
a CET1 ratio at 15.5% at the end of September.

Guidance for 2025 remains unchanged, as does PTSB's intention to restart
dividend payments to shareholders next year, subject to its financial position
and required regulatory and other approvals. PTSB is also confident in its
ability to deliver sustainable returns for its shareholders as evidenced by
its updated return on tangible equity (ROTE 1 ) targets of c.9% in 2027 and
c.11% by 2028.

KEY HIGHLIGHTS

(all comparisons 9 months to Sept 2025 vs. 9 months to Sept 2024, unless
stated)

·      Total operating income 4% lower

·      Net interest margin (NIM) of 2.01%

·      Total operating expenses marginally lower and PTSB remains on
track to reduce costs to its full year 2025 target of €525 million

·      Asset quality remains strong with no impairment charge

·      Total gross loans rose to €22.4 billion, up 3% since year end
and 4% year-on-year (YoY)

o  New mortgage lending up 64% to €2.1 billion with a new flow share of
over 20%(( 2 ))

o  New lending in Business Banking (SME and Asset Finance) up 11%

o  Enhancements to its consumer term lending proposition

·      Customer deposits of €25.4 billion at end September, an
increase of 5% (€1.3 billion) since year end and 7% YoY

·      The Bank maintains a strong capital position with a CET1 capital
ratio of 15.5%

o  Following PTSB's recent SREP review, its Pillar Two requirement has
reduced 25bps. This equates to 14bps at CET1 level reducing its CET1
requirement to 10.69%

o  PTSB's IRB mortgage model review is progressing with the Central Bank of
Ireland and it will update the market when appropriate

·      Inaugural €300 million Green Tier 2 bond issued with a coupon
of 3.875%

 

UPDATE ON GUIDANCE AND TARGETS

 

·      PTSB's guidance for 2025 remains in line with prior market
communications

·      Reaffirming PTSB's 2027 ROTE target of c. 9% with a new
medium-term target of c. 11% for 2028 (prior to any potential benefit from
ongoing IRB mortgage model review process)

 

FSP and Irish Takeover Rules Considerations

This announcement commences a FSP pursuant to the Irish Takeover Rules. The
Irish Takeover Panel has agreed that any discussions in relation to an offer
for the Company may be conducted within the context of a FSP under the Irish
Takeover Rules (as referred to in Note 2 on Rule 2.6 of the Irish Takeover
Rules), which will enable conversations with parties interested in making a
proposal to take place on a confidential basis.

Any party interested in submitting a proposal for consideration in connection
with the FSP shall be required, at the appropriate time, to enter into a
non-disclosure agreement and standstill arrangement with the Company on terms
satisfactory to the Board, and on the same terms, in all material respects, as
other interested parties before being permitted to participate in the process.
The Company intends to provide such interested parties with certain
information on its business, following which interested parties shall be
invited to submit their proposals to GSI. The Company will update the market
regarding the FSP in due course. The Company confirms that it is not in
discussions with, or in receipt of an approach from, any potential offeror at
the time of this announcement.

The Board reserves the right to alter any aspect of the process as outlined
above or to terminate the process at any time and, in such cases, will make an
announcement as appropriate. The Board also reserves the right to reject any
approach from, or terminate discussions with, any interested party at any
time.

The Irish Takeover Panel has granted a dispensation from the requirements of
Rules 2.4(b), 2.4(c) and 2.6(a) of the Irish Takeover Rules such that any
interested party participating in the FSP will not be required to be publicly
identified as a result of this announcement and will not be subject to the
42-day deadline referred to in Rule 2.6(a) of the Irish Takeover Rules for so
long as it is participating in the FSP. Such parties should nonetheless be
mindful of their obligations under the Irish Takeover Rules, including with
respect to confidentiality under Rule 2.1 and the circumstances in which an
announcement may be required under Rule 2.2. If an interested party has any
doubts about its obligations pursuant to the Irish Takeover Rules, it should
contact its financial adviser(s) to discuss this, and where applicable, it
should also consult with the Irish Takeover Panel.

The Irish Takeover Panel has confirmed that following this announcement, the
Company is now considered to be in an "offer period" as defined in the Irish
Takeover Rules, and the dealing disclosure requirements of Rule 8 of the Irish
Takeover Rules as summarised below will apply.

Shareholders are advised that this announcement does not represent a firm
intention by any party to make an offer under Rule 2.7 of the Irish Takeover
Rules, and there can be no certainty that any offers will be made as a result
of the FSP, that any sale or other transaction will be concluded, nor as to
the terms on which any offer or other transaction may be made.

This announcement is not intended to, and does not, constitute or form part of
(1) an offer or invitation to purchase or otherwise acquire, subscribe for,
tender, exchange, sell or otherwise dispose of any securities, (2) the
solicitation of an offer or invitation to purchase or otherwise acquire,
subscribe for, tender, exchange, sell or otherwise dispose of any securities,
or (3) the solicitation of any vote or approval in any jurisdiction, pursuant
to this announcement or otherwise.

Parties interested in submitting an expression of interest in relation to the
FSP should contact the Company's financial advisor, GSI, using the contact
details below.

Enquiries

 Permanent TSB Group Holdings PLC  investorrelations@ptsb.ie

 Scott Rankin                      scott.rankin@ptsb.ie (mailto:scott.rankin@ptsb.ie)

 Triona Carroll                    triona.carroll@ptsb.ie (mailto:triona.carroll@ptsb.ie)

 Goldman Sachs International        +44 20 7774 1000

 (Financial Adviser to PTSB)

 Ronan Breen

 Owain Evans

 Sara Hanlon

 Tom MacDonald

 

Davy
                                             +353
1 6796363

(Corporate Broker and Sponsor to PTSB)

Brian Garrahy

 

 

Disclosure requirements of the Irish Takeover Rules

 

Under Rule 8.3(a) of the Irish Takeover Rules, any person who is 'interested'
(directly or indirectly) in 1% or more of any class of 'relevant securities'
of PTSB must make an 'opening position disclosure' by no later than 3.30pm
(Irish time) on the tenth 'business day' following the commencement of the
'offer period'. An 'opening position disclosure' must contain the details
specified in Rule 8.6(a) of the Irish Takeover Rules, including details of the
person's interests and short positions in any 'relevant securities' of PTSB.
Relevant persons who deal in any 'relevant securities' of PTSB prior to the
deadline for making an 'opening position disclosure' must instead make a
dealing disclosure as described below.

 

Under Rule 8.3(b) of the Irish Takeover Rules, any person 'interested'
(directly or indirectly) in 1% or more of any class of 'relevant securities'
of PTSB must disclose all 'dealings' in such 'relevant securities' during the
'offer period'. The disclosure of a 'dealing' in 'relevant securities' by a
person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(Irish time) on the business day following the date of the transaction. A
dealing disclosure must contain the details specified in Rule 8.6(b) of the
Irish Takeover Rules, including details of the dealing concerned and of the
person's interests and short positions in any 'relevant securities' of PTSB.

 

All 'dealings' in 'relevant securities' of PTSB by a bidder, or by any party
acting in concert with a bidder, must also be disclosed by no later than 12
noon (Irish time) on the 'business day' following the date of the relevant
transaction. If two or more persons co-operate on the basis of an agreement,
either express or tacit, either oral or written, to acquire for one or more of
them an interest in relevant securities, they will be deemed to be a single
person for these purposes.

 

Disclosure tables, giving details of the companies in whose 'relevant
securities' 'opening positions' and 'dealings' should be disclosed, can be
found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

 

'Interests' in securities arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option
in respect of, or derivative referenced to, securities.

 

Terms in quotation marks in this section are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's website. If you
are in any doubt as to whether or not you are required to disclose a dealing
or an opening position under Rule 8, please consult the Irish Takeover Panel's
website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on
telephone number +353 1 678 9020.

 

 

Responsibility Statement

 

The Directors of PTSB accept responsibility for the information contained in
this announcement. To the best of their knowledge and belief (having taken all
reasonable care to ensure such is the case), the information contained in this
announcement is in accordance with the facts and does not omit anything likely
to affect the import of such information.

 

Rule 2.12 disclosure

 

In accordance with Rule 2.12 of the Irish Takeover Rules, PTSB confirms that,
as at the date of this announcement, the Company's issued share capital
comprises 544,996,176 ordinary shares with a nominal value of €0.50 each
("Ordinary Shares"). PTSB does not have any Ordinary Shares which are held as
treasury shares. The Ordinary Shares are admitted to trading on the main
markets of the Euronext Dublin and the London Stock Exchange. The
International Securities Identification Number for the Ordinary Shares is
IE00BWB8X525.

 

Market Abuse Regulations

 

The information contained within this announcement would have, prior to its
release, constituted inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 and for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018. Upon the publication of
this announcement via a regulatory information service, this inside
information will be considered to be in the public domain. The person
responsible for arranging for the release of this information on behalf of
PTSB is Conor Ryan - Company Secretary.

 

Publication on Website

 

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this
announcement will be available on the Company's website at
https://www.permanenttsbgroup.ie/investors
(https://www.permanenttsbgroup.ie/investors) by no later than 12.00 (noon)
(Irish time) on the business day following publication of this announcement.
The content of the website referred to in this announcement is not
incorporated into, and does not form part of, this announcement.

 

Other notices

 

This announcement is not intended to, and does not, constitute or form part of
(1) an offer or invitation to purchase or otherwise acquire, subscribe for,
tender, exchange, sell or otherwise dispose of any securities, (2) the
solicitation of an offer or invitation to purchase or otherwise acquire,
subscribe for, tender, exchange, sell or otherwise dispose of any securities,
or (3) the solicitation of any vote or approval in any jurisdiction, pursuant
to this announcement or otherwise.

 

 

Goldman Sachs International, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting for the Company and no
one else in connection with the Formal Sale Process and will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Goldman Sachs International, or for giving advice in
connection with the Formal Sale Process or any matter referred to herein

The release, publication or distribution of this announcement in, into, or
from, certain jurisdictions other than Ireland may be restricted or affected
by the laws of those jurisdictions. Accordingly, copies of this announcement
are not being, and must not be, mailed or otherwise forwarded, distributed or
sent in, into, or from any such jurisdiction. Therefore, persons who receive
this announcement (including without limitation nominees, trustees and
custodians) and are subject to the laws of any jurisdiction other than Ireland
who are not resident in Ireland will need to inform themselves about, and
observe any applicable restrictions or requirements. Any failure to do so may
constitute a violation of the securities laws of any such jurisdiction.

No statement in this announcement is intended to constitute a profit forecast
for any period, nor should any statements be interpreted to mean that earnings
or earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for the Company. No statement in this
announcement constitutes an asset valuation. No statement in this announcement
constitutes an estimate of the anticipated financial effects of an acquisition
of the Company, whether for the Company or any other person.

 1  Return on tangible equity is profit attributable to shareholders (excl.
all exceptional items) divided by notional equity (average RWAs * CET1 of c.
14%)

 2  Based on BPFI data for Q1-Q3 2025

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