The PTSB Takeover

The Axis position

AXIS CAPITAL

Public statement


The Case for a Fair Process, a Fair Price and a competitive project

Axis Capital's concerns on the acquisition of Permanent TSB by BAWAG P.S.K.


Axis Capital has raised formal concerns with the Irish Takeover Panel and with the Board of Permanent TSB Group Holdings plc (“PTSB”) about the process by which PTSB agreed to be acquired by BAWAG P.S.K. at €2.97 per share, and about the price itself. Shareholders approved the scheme at the EGM of 30 July 2026, with a substantial minority of voting shareholders — cited by Axis at approximately 36% — opposing it. The transaction now requires sanction by the Irish High Court. Axis has asked the Panel, and will ask the Court, to examine the matters below before sanction is given. This note summarises Axis's position; the full submissions are on file with the Panel and with PTSB.


PROCESS CONCERNS

  • Prior offers were not disclosed when the sale process launched. At least one formal proposal to buy 100% of PTSB was made by Centerbridge Capital Partners in September 2025, following meetings with PTSB management and the Department of Finance and a due diligence exchange. On a call with analysts on 30 October 2025 — the day the Formal Sale Process (“FSP”) launched — PTSB's Chief Executive said he was not aware of the Government having received any bid approach for its stake. He has since said he “did not intend to suggest” that there had been no prior interest.

  • The State's Framework Agreement gave PTSB's controlling shareholder a privileged channel. Under a Framework Agreement dating from 2012, PTSB is contractually obliged to keep the Department of Finance — its 57.5% shareholder — continuously informed of the FSP's progress. Minority shareholders received no equivalent flow of information. It has also been reported that the Government took an active part in the negotiations, including in the final round.

  • A post-deadline price intervention benefited only one bidder. At the final bid deadline of 11 April 2026, BAWAG's offer stood at €2.95 and a competing consortium (Centerbridge/Sixth Street) had offered €2.93. A Department of Finance official then asked BAWAG to raise its bid by two cent, to €2.97 — the figure ultimately recommended to shareholders. The competing consortium was not given an equivalent opportunity to improve its bid; it had separately proposed €3.00, which was not accepted.

  • A break fee reportedly discouraged rival bids ahead of the vote. Under the transaction agreement, PTSB would owe BAWAG a break fee (reported at around 1% of the transaction value, c. €16 million) if a new, higher offer emerged before the Scheme Meeting and the scheme were then voted down. Axis has raised this as a further deterrent to rival bids in the period before the 30 July vote.

  • The FSP structure itself limits transparency. A Formal Sale Process allows a takeover target to run a sale under the Irish Takeover Rules while dispensing with certain disclosures — including the identity of participating bidders — that would otherwise apply, leaving shareholders unable to see or test the competitive dynamics of their own company's sale.


PRICE CONCERNS

  • A higher, credible proposal was valued at zero. The competing consortium's €3.00 proposal included a 7 cent per share element tied to the release of surplus regulatory capital. PTSB's Board treated that element as worth nothing, on the basis that it was conditional. Yet PTSB itself had repeatedly told the market, most recently at its March 2026 results presentation, that this capital release was under way and would continue over a multi-year “glide path” — and, on public information, BAWAG's own recommended offer relies on roughly €600 million of that same capital release.

  • The “highest deliverable price” characterisation is contested. The Board has described €2.97 as the highest deliverable price from a robust process. Axis submits that this does not account for the post-deadline intervention that produced it, nor for the unexplained zero value placed on the rival €3.00 proposal.

  • The market has consistently priced PTSB above the offer. PTSB shares closed recently in the region of €3.02–€3.03, above the €2.97 offer, against a pre-announcement peak and analyst consensus of €3.23. Since the offer was announced, the Euro Stoxx Banks Index has risen approximately 27% and the ISEQ 20 approximately 16%.

  • The independent proxy adviser recommended against the deal. Glass Lewis advised shareholders to vote AGAINST the scheme, citing the share price trading through the offer, the market consensus above €2.97, and the rise in bank shares generally since the offer was agreed.


WHAT AXIS HAS ASKED FOR

  • Disclosure of the April 2026 Department of Finance intervention and of the Board's contemporaneous analysis of the €3.00 proposal.
  • An updated, independent valuation and fairness opinion reflecting current market conditions.
  • A fresh competitive process, open to all credible bidders on equal terms.
  • Scrutiny by the Irish Takeover Panel and, in due course, the High Court, of these process questions before the transaction is finally sanctioned.


Axis's position

Axis's objective is not to block the sale of PTSB but a fair process, a fair price, and genuine competitive tension in the sale of one of Ireland's retail banks. Axis has made formal submissions to the Irish Takeover Panel (20 July, 27 July and 12 August 2026) and to the PTSB Board (21 and 26 July 2026).