Citigroup Global Markets Limited filed a Form 38.5(a) dealing disclosure on 6 November 2026 under the Irish Takeover Panel Act, 1997, revealing transactions in the ordinary shares of Permanent TSB Group Holdings (CDI: -PTSB) conducted on 5 November 2026. The disclosure arises because Citigroup Global Markets is connected to BAWAG Group AG, the offeror in the current takeover offer for Permanent TSB. Filed in a client-serving capacity with recognised intermediary status, the disclosure provides regulated transparency over dealings occurring during an active offer period — a requirement that investors following the takeover should note carefully.

Key Points

  • Citigroup Global Markets Limited filed a Form 38.5(a) in relation to Permanent TSB Group Holdings (CDI: -PTSB)
  • Dealings were conducted on 5 November 2026 in a client-serving capacity, with Citigroup connected to offeror BAWAG Group AG
  • Transactions included a sale of 461 shares, a purchase of 922 shares, and a Total Return Swap increasing a short position by 461 reference securities, all at EUR 2.9601 per unit
  • Investors should monitor further Rule 38.5 disclosures as the BAWAG offer for Permanent TSB progresses

Citigroup's Transactions in Permanent TSB Shares on 5 November 2026

The disclosure details three separate transactions in Permanent TSB Group Holdings' €0.01 ordinary shares conducted on 5 November 2026. Citigroup Global Markets sold 461 shares at EUR 2.9601 per unit and purchased 922 shares at the same price of EUR 2.9601 per unit. Additionally, a cash-settled Total Return Swap transaction was recorded, described as increasing a short position, referencing 461 securities at EUR 2.9601 per unit. No indemnity arrangements, option agreements, or understandings relating to voting rights or future acquisitions were disclosed, with the announcement confirming "none" in both relevant sections.

BAWAG Group AG Connection and Irish Takeover Panel Obligations for Connected Traders

Citigroup Global Markets Limited is identified in the disclosure as an exempt principal trader connected to BAWAG Group AG, the offeror pursuing a takeover of Dublin-headquartered Permanent TSB Group Holdings, one of Ireland's principal retail and mortgage banking groups. Under the Irish Takeover Rules 2022, entities connected to an offeror that trade in relevant securities during an offer period must file timely public disclosures. This obligation ensures market participants and regulators can monitor dealings by parties with potential information advantages, maintaining integrity throughout the offer process. The disclosure was filed on 6 November 2026, the day following the dealings.

Permanent TSB Group Holdings and the Broader BAWAG Acquisition Context

Permanent TSB Group Holdings operates as a retail banking institution in the Republic of Ireland, offering mortgages, personal loans, and deposit products to Irish consumers. BAWAG Group AG, the Austrian banking group, is the named offeror in the current takeover approach. The Form 38.5(a) filing is one of several regulatory transparency mechanisms activated when a formal offer is underway. Investors tracking the acquisition will note that Citigroup's dealings, conducted in a client-serving rather than proprietary capacity, reflect standard market-making activity subject to enhanced disclosure rules during offer periods under Irish takeover legislation.