Citigroup Discloses Dealings in Permanent TSB Shares Under Irish Takeover Rules Amid BAWAG Offer

Background to the Irish Takeover Panel Disclosure Obligation for PTSB

The disclosure was filed pursuant to Rule 38.5(a) of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. This rule requires connected exempt principal traders with Recognised Intermediary status to publicly disclose their dealings in relevant securities of an offeror or offeree during an offer period when transacting in a client-serving capacity. The requirement exists to ensure transparency in the market and to allow regulators, investors, and the Takeover Panel itself to monitor trading patterns that could influence or reflect activity in a target or bidding company's securities.

Permanent TSB Group Holdings, one of Ireland's principal retail banks, is named as the offeree in this disclosure, with BAWAG Group AG identified as the party to the offer with which Citigroup Global Markets Limited is connected. The filing confirms that Citigroup's dealings relate directly to the ongoing corporate offer situation involving these two institutions, and the disclosure was submitted to a Regulatory Information Service in accordance with the Panel's requirements. The announcement states that no Indemnity or option arrangements, and no agreements relating to voting rights or the future Acquisition or disposal of relevant securities, were entered into by Citigroup in connection with these dealings.

Details of the Share Purchases and Sales Transacted on 26 June 2026

According to the disclosure, Citigroup Global Markets Limited undertook two outright Equity transactions in PTSB's €0.01 ordinary shares on 26 June 2026. The first was a sale of 600 shares at a price of EUR 3.0007 per unit, with both the highest and lowest prices recorded identically at EUR 3.0007, indicating the entire sale Tranche was executed at a single price point. The second was a purchase of 1,200 shares, again at EUR 3.0007 per unit, with the same consistency in execution price.

The net effect of these two transactions on an outright basis is a purchase of 600 additional ordinary shares in Permanent TSB at the stated price. The disclosure does not provide commentary on the strategic rationale for these transactions, which is consistent with the nature of exempt principal trader disclosures, where the trading is conducted in a client-serving capacity rather than on a proprietary basis. It should be noted that these figures represent disclosed dealings only, and the broader position held by Citigroup or its clients in PTSB securities is not detailed in this particular filing.

The Total Return Swap Transaction and Its Significance for PTSB Market Activity

In addition to the outright equity dealings, the disclosure records a cash-settled derivative transaction in the form of a Total Return Swap (TRS) referencing PTSB €0.01 ordinary shares. The announcement states that this TRS transaction involved increasing a short position by 600 reference securities at a price per unit of EUR 3.0007. This derivative activity is disclosed separately from the outright share dealings as required by Form 38.5(a).

Total Return Swaps are instruments through which one party receives the total economic return of an underlying asset — including price movements and any dividends — in exchange for periodic payments. An increasing short position via a TRS means that the disclosing party has extended its economic exposure to a decline in the value of PTSB's ordinary shares for this portion of the transaction. The disclosure does not specify the counterparty to the TRS or the duration of the contract, and the announcement makes no suggestion of any arrangement between Citigroup and any party to the offer relating to voting rights or future disposals tied to this derivative. Investors may be watching such derivative disclosures for signals about institutional sentiment during the offer period.

Citigroup's Role as a Connected Exempt Principal Trader to BAWAG Group AG

The disclosure identifies Citigroup Global Markets Limited as an exempt principal trader connected to BAWAG Group AG, the party to the offer named in section 1(c) of the Form 38.5(a). Under Irish Takeover Panel rules, an exempt principal trader is a firm that has been granted an exemption allowing it to continue market-making or client-serving dealing activities in relevant securities during an offer period, subject to strict disclosure requirements. The Recognised Intermediary status affords Citigroup certain operational permissions that would not be available to ordinary Market Participants during a live offer period.

The connection to BAWAG Group AG, the Austrian banking group, places these PTSB dealings within the context of a formal corporate offer situation. BAWAG Group AG, headquartered in Vienna, has been publicly associated with interest in Permanent TSB, and this disclosure is one of several that the Irish Takeover Panel's monitoring framework would require connected parties to make during the offer period. The announcement does not provide details of the terms, status, or timetable of the underlying offer itself, and investors seeking further information on the structure of the BAWAG approach to Permanent TSB should refer to separate offer-related documentation filed under Rule 8 of the Irish Takeover Code.

EUR 3.0007 Per Share: Understanding the Uniform Transaction Price in the Disclosure

All three transactions recorded in the 26 June 2026 disclosure — the sale of 600 ordinary shares, the purchase of 1,200 ordinary shares, and the TRS referencing 600 securities — were executed at an identical price of EUR 3.0007 per unit. The consistency of this price across different transaction types and directions is notable, and may suggest that these dealings occurred within a narrow trading window or were executed as part of a structured package. The announcement does not elaborate on the timing or sequencing of the individual transactions during the Trading session.

At EUR 3.0007 per share, the gross value of the 1,200 shares purchased amounts to approximately EUR 3,600.84, and the 600 shares sold represent a gross value of approximately EUR 1,800.42. It should be emphasised that the announcement does not disclose the aggregate position size held by Citigroup or any of its clients in PTSB, and these individual transaction values represent only the disclosed dealings of 26 June 2026. The immediate share price impact of these specific transactions was not clear from available public information, and the filing itself does not comment on market impact.

No Indemnity Arrangements or Derivative Agreements Reported in the PTSB Filing

Section 3 of the disclosure addresses the question of indemnity and other dealing arrangements. The announcement states explicitly that there are no details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing, entered into by Citigroup with any party to the offer or any person acting in concert with a party to the offer. The disclosure records this as "None."

Similarly, in response to the requirement to disclose any agreements, arrangements or understandings between Citigroup and any other person relating to voting rights under any option, or to voting rights or future acquisition or disposal of relevant securities to which any derivative is referenced, the announcement again records "None." These confirmations are a standard but important component of the regulatory disclosure framework, providing assurance to the Takeover Panel and to the market that Citigroup's dealings were conducted on an arm's length basis without side arrangements that might indicate coordinated activity or undisclosed interests in the outcome of the offer.

Regulatory Framework Governing Rule 38.5(a) Disclosures During the BAWAG-PTSB Offer Period

The Irish Takeover Panel operates under the Irish Takeover Panel Act, 1997, as amended, and the Takeover Rules, 2022, which set out comprehensive requirements for disclosure of dealings in relevant securities during offer periods. Rule 38.5(a) specifically governs connected exempt principal traders with Recognised Intermediary status, distinguishing their obligations from those of ordinary connected parties under Rule 8 of the Code. The rationale for maintaining a separate disclosure category for such traders is to acknowledge that firms such as major Investment banks routinely trade in client-serving capacities in shares of companies that may be involved in corporate transactions to which they are also connected as advisers or financiers.

Public disclosures under Rule 8 of the Code must be submitted to a Regulatory Information Service and emailed to the Takeover Panel at its designated monitoring address. The Panel's Market Surveillance Unit is available for consultation regarding the Code's dealing disclosure requirements. The contact named in this particular disclosure is Christopher Alexander Pollock, reachable at the telephone number provided in the announcement. The Code in its full form is available on the Irish Takeover Panel's website, and investors, advisers, and other market participants are directed there for the complete regulatory text governing dealings disclosures during offer periods.

What the Disclosure Timeline Reveals About Reporting Obligations in the PTSB Offer Situation

The dealing was undertaken on 26 June 2026 and the disclosure was dated 29 June 2026, representing a gap of three calendar days. Under the Irish Takeover Rules, dealings disclosures by connected exempt principal traders are typically required to be made no later than 3.30 pm on the Business day following the date of the dealing for Rule 8 disclosures, though the specific timing requirements for Rule 38.5(a) filings may differ. The announcement does not comment on the timeliness of the disclosure relative to any specific regulatory deadline, and the disclosure appears to have been made in the ordinary course of compliance with the Panel's requirements.

The fact that this disclosure covers a single day's trading — 26 June 2026 — and was published on 29 June 2026 is consistent with the standard reporting cadence seen in Takeover Panel disclosures during active offer periods. Investors monitoring the PTSB situation may observe that multiple such disclosures can accumulate over the course of an offer period as various connected and interested parties file their required notifications. Each filing provides a partial but regulated window into institutional trading activity around the target company's shares.

Investor Considerations Surrounding Ongoing Disclosures in the Permanent TSB Offer Period

For investors holding or considering positions in Permanent TSB Group Holdings, the accumulation of dealing disclosures from connected parties such as Citigroup Global Markets Limited serves as a reminder that the company is currently subject to a formal offer period under Irish Takeover Panel oversight. During such periods, the Volume and nature of institutional dealings can shift significantly as parties connected to the offer manage risk, facilitate client transactions, and respond to evolving market conditions. The dealing volumes disclosed in this particular filing — 600 shares sold, 1,200 purchased, and a TRS on 600 reference securities — are relatively modest in absolute terms, but form part of a broader pattern of activity that the Panel's Market Surveillance Unit monitors continuously.

Investors may be watching for further developments in the BAWAG Group AG approach to Permanent TSB, including any formal offer documentation, timetable announcements, or updates on regulatory clearances that may be required given the cross-border nature of a potential transaction involving an Austrian acquirer and an Irish-listed retail bank. The announcement does not provide any guidance on the current status or likelihood of completion of any offer, and investors are reminded that all investment decisions should be made on the basis of publicly available offer documentation and independent financial advice. The immediate share price impact of the dealings disclosed in this filing was not clear from available public information.