Goldman Sachs International Reports Share Transactions in Permanent TSB Group Holdings Under Irish Takeover Panel Rule 38.5(b)

Permanent TSB Group Holdings and Goldman Sachs International’s Advisory Involvement

Permanent TSB Group Holdings plc, headquartered in Dublin, Ireland, is a leading provider of retail and commercial banking services to Irish customers and businesses. The bank manages a significant lending portfolio and deposit base throughout Ireland. Goldman Sachs International, the investment banking and principal trading division of Goldman Sachs Group, acts as advisor to Permanent TSB in relation to an unspecified transaction, prompting this disclosure. Under Irish takeover regulations, advisors operating as principal traders must disclose securities dealings to maintain transparency during major corporate events. Although the transaction’s specifics remain undisclosed, the regulatory framework indicates a material corporate development is underway.

The selection of Goldman Sachs International as advisor to the offeree underscores the engagement of a prominent global investment bank in a significant transaction involving Permanent TSB Group Holdings. Investment banks advising on takeovers often hold market-making positions in the company’s securities to ensure liquidity and manage execution risks amid complex deals. Rule 38.5(b) mandates that exempt principal traders connected to the offeror or offeree disclose their positions and dealings to the Irish Takeover Panel, ensuring stakeholders can monitor potential conflicts of interest or insider activity.

Details of Transaction Activity and Share Positions on 21 July 2026

On 21 July 2026, Goldman Sachs International executed a loan of 17,689 EUR 0.01 ordinary shares of Permanent TSB Group Holdings plc. Stock loan transactions involve temporarily transferring shares with an agreement to return equivalent securities later. No price per unit was reported, consistent with stock lending rather than outright purchase or sale. Such transactions are typical for market makers and advisors managing hedging and liquidity during periods of heightened corporate activity or volatility. The loan volume of 17,689 shares represents a modest fraction of Permanent TSB’s total share capital.

Following this transaction, Goldman Sachs International’s disclosed holdings included a long position of 40,685 shares (0.00% of issued capital) and a short position of 58,374 shares (0.01%). This indicates a net short position of approximately 17,689 shares, matching the loaned amount. The relatively small percentage holdings suggest the advisory role does not require a significant proprietary stake but rather positions to support market-making and orderly transaction execution. The disclosure offers detailed insight into position-taking by a party with potential access to material transaction information.

Compliance with Irish Takeover Panel Rule 38.5(b) and Connected Party Disclosure

Goldman Sachs International’s disclosure complies with Rule 38.5(b) of the Irish Takeover Panel Act 1997, Takeover Rules 2013, which requires connected exempt principal traders to report interests, short positions, and dealings in securities of companies subject to offers or transactions under the Panel’s jurisdiction. An exempt principal trader is authorised to trade securities as principal, and a connected party has a relationship with the offeror or offeree. Goldman Sachs International’s advisory role to the offeree establishes this connection, triggering the disclosure obligation. The rule aims to prevent undisclosed conflicts and ensure that those with confidential transaction knowledge do not gain unfair trading advantages.

The filing on 22 July 2026, one business day after the transaction, meets the regulatory timeline. Contacts Papa Lette and Andrzej Szyszka at Goldman Sachs International were listed for inquiries. The disclosure confirms no supplemental Form 8 was attached, indicating no complex derivatives or options arrangements. The response "NONE" regarding agreements related to options or derivatives affirms no collateral or hedging agreements modify the economic exposure of disclosed positions. This transparency enables investors and regulators to fully evaluate connected party involvement.

Goldman Sachs International’s Share Interests and Short Positions Post-Transaction

The filing shows Goldman Sachs International held a long position of 40,685 shares (0.00%) and a short position of 58,374 shares (0.01%) in Permanent TSB ordinary shares after the 21 July dealings. The net short position of approximately 17,689 shares aligns exactly with the loaned shares. While the disclosure does not clarify whether these positions relate to client flows, hedging, or speculation, the advisory and market-making context suggests operational use.

The modest holdings correspond to a market maker’s role in providing liquidity and advisory support rather than a strategic investor’s material stake. The short position, though small, represents a net market bet against Permanent TSB’s share price, possibly reflecting hedging aligned with underwriting or advisory duties or valuation judgments. The disclosure tables show zero activity in derivatives and options, indicating Goldman Sachs International’s positions are limited to straightforward equity holdings and short sales without leveraged derivative exposure, simplifying position management during the transaction.

Absence of Derivative or Options Exposure in Goldman Sachs International’s Disclosure

The announcement confirms Goldman Sachs International has not engaged in derivative transactions, options dealings, or options agreements related to Permanent TSB ordinary shares as of the disclosure date. Sections covering derivatives other than options, options transactions, and option exercises were blank or marked zero. This absence of derivative exposure simplifies transparency and suggests involvement is confined to equity positions and stock lending for advisory and market-making purposes.

The lack of options or complex derivatives may reflect regulatory and reputational considerations for major investment banks during takeover events. Derivatives can introduce leverage and speculative risks; their absence indicates a conservative positioning consistent with fiduciary duties as advisor to the offeree. The explicit "NONE" response regarding agreements related to options or derivatives assures no collateral or linked derivative strategies exist, enhancing investor and regulator confidence in appropriate boundaries between advisory and trading activities.

Transaction Classification and Regulatory Context for Connected Principal Traders

Goldman Sachs International is identified as an "exempt principal trader" without recognised intermediary status or as a recognised intermediary not dealing in a client-serving capacity, a classification with regulatory implications under Irish Takeover Panel rules. Exempt principal traders are authorised to trade securities as principals and are presumed to have robust risk management. Nonetheless, Rule 38.5(b) mandates disclosure of dealings by connected parties to prevent undisclosed conflicts.

The form differentiates exempt principal traders based on recognised intermediary status, reflecting varying regulatory frameworks. As a global investment bank, Goldman Sachs International likely operates under multiple jurisdictions. The disclosure requirement ensures all relevant dealings by connected parties are reported to the Irish Takeover Panel. Provided contact numbers (+33(1) 4212 1459 and +48(22) 317 4817) indicate designated compliance officers, highlighting rigorous governance in takeover-related disclosures across jurisdictions.

Significance of Goldman Sachs International’s Advisory Role and Trading Activity

The disclosure signals that a significant corporate transaction involving Permanent TSB Group Holdings is underway or being negotiated. While the exact nature—takeover bid, merger, restructuring, or other—is undisclosed, the engagement of a leading international investment bank as advisor indicates a transaction of substantial scale or complexity. Given Permanent TSB’s prominence in Irish banking, any major corporate event will attract attention from shareholders, depositors, employees, and the financial sector. Goldman Sachs International’s involvement suggests professional and thorough transaction execution.

The timely disclosure and modest share loan size imply disciplined, transparent position management aligned with advisory responsibilities. Market participants should monitor further disclosures from other advisors, the offeror, and Permanent TSB management for additional transaction details. Goldman Sachs International’s participation typically indicates a transaction proceeding with professional rigor toward formal announcement and regulatory approvals. Investors and stakeholders are advised to follow updates via Investegate, the Irish Takeover Panel, and RNS announcements.

Contact Details and Filing Compliance Under Irish Takeover Panel Regulations

Contacts listed for Goldman Sachs International include Papa Lette and Andrzej Szyszka, reachable at +33(1) 4212 1459 and +48(22) 317 4817 respectively. Providing named contacts facilitates communication with the Irish Takeover Panel and market participants for clarification or inquiries. This transparency supports the Panel’s regulatory effectiveness by enabling prompt resolution of issues. The use of multiple international contacts reflects the global operational structure of major investment banks managing cross-jurisdictional takeover transactions.

The disclosure, filed on 22 July 2026, confirms compliance with regulatory timelines. The absence of supplemental Form 8 simplifies the filing, indicating no additional derivative complexities. Availability through Investegate and the Irish Takeover Panel ensures broad access for investors, analysts, competitors, and stakeholders, promoting fair and efficient markets by timely dissemination of price-sensitive information about connected party positions during corporate transactions.