Goldman Sachs International Reports Share Dealings in Permanent TSB Under Irish Takeover Panel Rules

Permanent TSB Group Holdings and Irish Takeover Panel Regulations

Permanent TSB Group Holdings plc is an Irish financial services company whose EUR 0.01 nominal value ordinary shares are subject to regulation by the Irish Takeover Panel under the Takeover Rules, 2013. Form 38.5(b) disclosures, mandated by Rule 38.5(b) of the Irish Takeover Panel Act, 1997, require transparency when exempt principal traders with recognised intermediary status engage in share dealings during takeover-related activities.

This framework ensures timely market notification of significant transactions by connected parties such as advisors and principal traders involved in takeover scenarios. Goldman Sachs International’s filing underscores the regulatory commitment to transparency and shareholder protection during potential takeover events.

Goldman Sachs International’s Advisor Role and Trading Activity

As advisor to the offeree, Goldman Sachs International is classified as a connected exempt principal trader under Irish Takeover Panel rules. The bank’s dealings on 23 July 2026 involved both loan-related transactions and share movements in Permanent TSB’s ordinary shares, disclosed in compliance with regulatory requirements.

The transactions included a loan new position of 15 shares and a loan full return of 9,037 shares, indicating securities lending activity rather than outright market purchases or sales. Pricing for these loan transactions was marked as "N/A," consistent with securities lending practices.

Positions Held After 23 July 2026 Transactions

Following the disclosed dealings, Goldman Sachs International held a long position of 40,685 shares and a short position of 40,700 shares in Permanent TSB’s EUR 0.01 ordinary shares. Both positions represented 0.00% of the relevant security class, remaining below material thresholds for larger disclosures.

The near-equal long and short positions, differing by only 15 shares, suggest a balanced trading approach consistent with market-making or hedging strategies aimed at maintaining neutral net exposure to share price fluctuations. This disclosure provides clarity on the bank’s net and gross interests post-transactions.

Details of Loan Transactions and Securities Lending

The disclosed dealings comprised two loan-related transactions: a "Loan New" sale of 15 shares and a "Loan Full Return" purchase of 9,037 shares, both without specified prices. These indicate securities lending activities rather than conventional equity trading through public markets.

Securities lending supports principal trading and market-making functions, with the "Loan New" representing shares lent out and the "Loan Full Return" indicating shares returned. Given the modest share quantities and sub-0.01% holdings, these are routine operational transactions rather than strategic repositioning.

No Derivatives or Options Activity Reported

The disclosure reports no activity involving derivatives, options, or other financial instruments beyond ordinary shares. Sections of Form 38.5(b) related to derivatives and options remain blank or show zero positions, indicating Goldman Sachs International did not engage in derivative hedging or leveraged positions in Permanent TSB shares during this period.

This absence simplifies analysis of the bank’s exposure, focusing solely on direct share holdings and lending transactions without complexities from derivative instruments. It may also reflect regulatory or internal policies applicable to advisors in takeover contexts.

Compliance with Connected Party Disclosure Obligations

Goldman Sachs International’s Form 38.5(b) filing complies with mandatory Irish Takeover Panel disclosure rules for connected exempt principal traders. No supplemental Form 8 was attached, confirming the filing’s completeness. Contact persons Papa Lette and Andrzej Szyszka are designated for inquiries related to the disclosure.

The regulatory framework addresses potential conflicts of interest and information asymmetries by requiring connected advisors to disclose their holdings and dealings, promoting market transparency and fairness.

No Interests in Other Security Classes

The disclosure confirms Goldman Sachs International holds no positions in other classes of Permanent TSB securities, such as debt, preference shares, or convertible instruments. All fields related to other security classes indicate zero holdings.

This clarifies that the bank’s exposure is limited to ordinary shares, without involvement in instruments carrying different risk or claim priorities, providing investors with a clear understanding of the advisor’s stake.

Timing and Market Context of Transactions

The dealings occurred on 23 July 2026, with the disclosure filed promptly on 24 July 2026, meeting the requirement to report within one business day. This timely notification allows market participants to assess the significance of the connected party transactions while information remains current.

The disclosure does not specify whether these dealings relate to formal takeover negotiations or other corporate events. Investors may cross-reference this filing with other announcements or regulatory disclosures for broader context.

Investor Insights and Information Asymmetry in Takeovers

Goldman Sachs International’s disclosure highlights potential information asymmetries during takeover activities, as advisors often possess material non-public information. Even small quantity share dealings provide insight into advisor positioning during sensitive periods.

The balanced securities lending positions suggest market-making or hedging activity rather than directional bets, information valuable to investors interpreting advisor confidence or concerns regarding takeover outcomes.

Ensuring Transparency and Investor Protection in Connected Deals

Form 38.5(b) disclosures are a key regulatory tool under Irish Takeover Panel rules to maintain transparency when connected parties engage in securities dealings during takeovers. By mandating disclosure from exempt principal traders, the framework mitigates information advantages and promotes fair market practices.

Revealing holdings, short positions, and transaction details enables investors to evaluate advisor exposure and hedging strategies, supporting market integrity and equitable access to information.