Goldman Sachs International Reports Matched Long and Short Positions in Permanent TSB Shares Under Irish Takeover Panel Rules

Overview of Permanent TSB Group Holdings and Irish Financial Services Sector

Permanent TSB Group Holdings plc operates as an Irish financial services company with its ordinary shares traded on regulated markets. The firm functions within the Irish banking sector, which is subject to stringent regulatory oversight by bodies including the Irish Takeover Panel. Irish financial institutions must adhere to comprehensive corporate governance standards, with connected party transactions receiving particular scrutiny under takeover and market abuse regulations to uphold market integrity and transparency.

The regulatory disclosure framework mandates transparency for connected party dealings, especially when advisors to companies involved in takeovers or restructurings engage in securities transactions. Such disclosures prevent conflicts of interest and bolster investor confidence. As a publicly listed Irish financial services entity, Permanent TSB must comply with Irish Takeover Panel rules requiring disclosure of all material connected party transactions.

Goldman Sachs International’s Connected Party Role and Advisory Capacity

In the Form 38.5(b) filing, Goldman Sachs International is identified as an exempt principal trader, operating under specific carve-outs within the Irish Takeover Panel rules that allow certain financial institutions to transact securities during takeover periods with requisite disclosures. The bank’s advisory role to the offeree in relation to Permanent TSB establishes a formal connection, triggering enhanced reporting obligations. This status reflects Goldman Sachs’ involvement in corporate and strategic matters of the company, necessitating transparent disclosure of any securities dealings.

Contacts listed for the disclosure include Papa Lette and Andrzej Szyszka, with telephone numbers tied to Goldman Sachs’ international offices. The advisory role distinguishes these transactions from standard market trades, categorizing them as connected dealings subject to Irish Takeover Panel disclosure requirements. This ensures market participants are informed of transactions by parties with potential informational advantages due to advisory relationships.

Details of the Loan-Related Transactions on 16 July 2026

The disclosure reveals that on 16 July 2026, Goldman Sachs International executed two loan-related transactions of 23,246 shares each: a "Sale (Loan New)" and a "Purchase (Loan Full Return)." The absence of a specified price per unit indicates these were securities loan transactions rather than conventional sales or purchases at fixed prices. Such loan structures are commonly used for treasury and risk management purposes in securities markets.

Following these transactions, Goldman Sachs held equal long and short positions of 40,685 shares each, representing 0.00% of Permanent TSB’s issued share capital. This balanced position implies a neutral net economic exposure to the company’s shares. No derivatives, options, or agreements to purchase or sell were reported in connection with these dealings.

Position Reporting and Shareholding Transparency

The Form 38.5(b) requires disclosure of interests and short positions post-transaction. Goldman Sachs reported matched long and short holdings of 40,685 shares each, confirming a neutral stance in Permanent TSB ordinary shares. Such matched positions are typical in securities finance and derivatives activities but must be disclosed to demonstrate the absence of a material beneficial interest.

The filing confirms no holdings or short positions in other classes of Permanent TSB securities and no derivatives or options related to this transaction. This clarifies that Goldman Sachs’ economic exposure was limited solely to the matched loan-related dealing in EUR 0.01 ordinary shares.

Irish Takeover Panel Rules and Exempt Principal Trader Provisions

This disclosure is governed by the Irish Takeover Panel Act, 1997 and the Takeover Rules, 2013, specifically Rule 38.5(b), which mandates reporting of dealings by connected exempt principal traders. These rules ensure transparency when parties connected to companies undergoing takeover or restructuring engage in securities transactions. While exempt principal traders benefit from certain carve-outs allowing dealings during restricted periods, full disclosure remains mandatory.

Goldman Sachs’ exempt principal trader status permits these transactions under Irish Takeover Panel rules, provided all relevant details are disclosed. The Form 38.5(b) filing confirms compliance, with the dealing dated 16 July 2026 and disclosure made public on 17 July 2026.

No Agreements on Voting Rights or Future Transactions

Section 4 of the Form 38.5(b) requires disclosure of any agreements relating to voting rights or future acquisition or disposal of securities. Goldman Sachs declared "NONE," confirming no such arrangements exist in connection with this transaction. This indicates the dealings were conducted on a principal basis without side agreements or collateral arrangements that could affect the transaction’s economic substance.

The absence of agreements also confirms Goldman Sachs is not involved in any concert party behavior or coordinated voting with other shareholders, providing assurance of independent execution consistent with Irish Takeover Panel requirements.

Regulatory Compliance and Absence of Supplemental Filings

The filing states no supplemental Form 8 was attached, indicating Goldman Sachs deemed the Form 38.5(b) disclosure complete and accurate without need for additional documentation. Contact details for Papa Lette (+33(1) 4212 1459) and Andrzej Szyszka (+48(22) 317 4817) reflect Goldman Sachs’ international compliance infrastructure. The formal disclosure and named contacts underscore the seriousness with which the bank approaches regulatory reporting obligations.

Investor and Market Impact

For investors in Permanent TSB Group Holdings plc, this disclosure provides important insight into the nature of connected party activity by the company’s advisor. The matched long and short positions held by Goldman Sachs suggest neutral economic exposure, indicating no undisclosed accumulation of beneficial interest. This transparency aids investors in assessing potential control or influence exerted by connected parties.

The disclosure reinforces robust transparency standards for Irish listed companies and their advisors, demonstrating effective regulatory oversight. Analysts and investors monitoring Permanent TSB’s capital structure and corporate activity can view such filings as early indicators of advisory involvement and potential transactions.

Outlook on Future Disclosures and Transaction Monitoring

The Form 38.5(b) disclosure does not specify future dealing intentions or the duration of Goldman Sachs’ advisory role. Ongoing advisory activities may result in further disclosures. Market participants should monitor subsequent filings or announcements for additional dealing activity by Goldman Sachs or other connected parties.

This disclosure does not reveal details about the underlying transaction prompting Goldman Sachs’ advisory engagement. Investors seeking comprehensive context should consult Permanent TSB’s announcements regarding mergers, acquisitions, or other corporate developments. The Form 38.5(b) focuses solely on securities dealings and related transparency.