TIDMIL0A
RNS Number : 9786O
Permanent TSB Group Holdings PLC
12 February 2021
PERMANENT TSB GROUP HOLDINGS PLC
Result of Extraordinary General Meeting (EGM)
The Directors of the Company wish to announce that each of the 3
resolutions proposed at the EGM of the Company held on Friday, 12
February 2021 were passed. The full text of each resolution was
included in the notice of the EGM issued to shareholders.
A summary of poll results and copies of all EGM shareholder
documentation for this meeting are available on the Company's
website at:
https://www.permanenttsbgroup.ie/investors/shareholders/extraordinary-general-meeting
Text of resolutions passed at EGM
1 Special resolution within the meaning of sections 4, 5 and 8
of the Migration of Participating Securities Act 2019
"WHEREAS:-
(a) the Company has notified Euroclear Bank SA/NV (Euroclear
Bank) by a letter dated 5 November 2020 of the proposal that the
relevant Participating Securities in the Company are to be the
subject of Migration, in accordance with the Migration of
Participating Securities Act 2019 (the Migration Act);
(b) the Company has received a statement in writing from
Euroclear Bank dated 9 November 2020 (as required by section
5(6)(a) of the Migration Act) to the effect that the provision of
the services of Euroclear Bank's settlement system to the Company
will, on and from the Live Date, be in compliance with Article 23
of Regulation (EU) No 909/2014 of the European Parliament and of
the Council of 23 July 2014 (CSDR); and
(c) the Company has received the statement from Euroclear Bank
dated 9 November 2020 (as required by section 5(6)(b) of the
Migration Act) to the effect that following;
(i) such inquiries as have been made of the Company by Euroclear Bank, and
(ii) the provision of such information by or on behalf of the
Company, in writing, to Euroclear Bank as specified by Euroclear
Bank,
Euroclear Bank is satisfied that the relevant Participating
Securities in the Company meet the criteria stipulated by Euroclear
Bank for the entry of the Participating Securities into the
settlement system operated by Euroclear Bank.
IT IS HEREBY RESOLVED that this meeting approves of the Company
giving its consent to Migration of the Migrating Shares to
Euroclear Bank's central securities depository (which is authorised
in Belgium for the purposes of CSDR) on the basis that the
implementation of Migration shall be determined by and take effect
subject to a resolution of the board of directors of the Company
(or a committee thereof) at its discretion and provided that as
part of Migration the title to the Migrating Shares will become and
be vested in Euroclear Nominees Limited being a company
incorporated under the laws of England and Wales with registration
number 02369969 as part of Migration and acting in its capacity as
the trustee for and/or nominee of Euroclear Bank for the purposes
of the Migrating Shares being admitted to the Euroclear System. It
being understood that:-
Circular means the circular issued by the Company to its
shareholders and dated 12 January 2021;
Euroclear System means has the same meaning as defined in the
Circular;
Live Date has the same meaning as defined in the Circular;
Migration has the same meaning as defined in the Circular;
Migrating Shares has the same meaning as defined in the
Circular;
Participating Securities has the same meaning as defined in the
Circular; and
relevant Participating Securities means all Participating
Securities recorded in the register of members of the Company on
the Live Date."
2 Special resolution for the purposes of the Companies Act 2014
"That, subject to the adoption of Resolution 1 in the Notice of
this EGM, the Articles of Association of the Company, which have
been signed by the Chairman of this EGM for identification purposes
and which have been available for inspection at the registered
office of the Company since the date of the Notice of this EGM, be
approved and adopted as the new Articles of Association of the
Company on and with effect from the passing of this Resolution and
to the exclusion of the existing Articles of Association of the
Company."
3 Ordinary resolution for the purposes of the Companies Act 2014
"That, subject to the adoption of Resolutions 1 and 2 in the
Notice of this EGM, the Company be and is hereby authorised and
instructed to:
(a) take any and all actions which the Directors, in their
absolute discretion, consider necessary or desirable to implement
Migration and/or the matters in connection with Migration referred
to in the Circular (including the procedures and processes
described in the EB Migration Guide (as amended from time to
time)); and
(b) appoint of any persons as attorney or agent for the holders
of the Migrating Shares to do any and all things, including the
execution and delivery of all such documents and/or instructions as
may, in the opinion of the attorney or agent, be necessary or
desirable to implement Migration and/or the matters in connection
with Migration referred to in the Circular (including the
procedures and processes described in the EB Migration Guide (as
amended from time to time)) including:
(i) instructing Euroclear Bank and/or Euroclear Nominees to
credit the interests of the holders of the Migrating Shares in the
Migrating Shares (i.e. the Belgian Law Rights representing the
Migrating Shares to which such holder was entitled) to the account
of the CREST Nominee (CIN (Belgium) Limited) in the Euroclear
System, as nominee and for the benefit of the CREST Depository (or
the account of such other nominee(s) of the CREST Depository as it
may determine);
(ii) any action necessary or desirable to enable the CREST
Depository to hold the interests in the Migrating Shares referred
to in sub-paragraph (i) above on trust pursuant to the terms of the
CREST Deed Poll or otherwise and for the benefit of the holders of
the CREST Depository Interests (CDIs) (being the relevant holders
of the Migrating Shares);
(iii) any action necessary or desirable to enable the issuance
of CDIs by the CREST Depository to the relevant holders of the
Migrating Shares, including any action deemed necessary or
desirable in order to authorise Euroclear Bank, the CREST Nominee
and/or any other relevant entity to instruct the CREST Depository
and/or EUI to issue the CDIs to the relevant holders of the
Migrating Shares pursuant to the terms of the CREST Deed Poll or
otherwise; and
(iv) without prejudice to the rights and entitlements of the
Company otherwise so to do, the release by the Company's registrar,
the secretary of the Company and/or EUI of such personal data of a
holder of Migrating Shares as is required by Euroclear Bank, the
CREST Depository and/or EUI to effect Migration and the issue of
the CDIs.
It being understood that capitalised terms used in this
Resolution shall have the meaning given to them in the circular
issued by the Company to its shareholders on 09 January 2021 and
dated 09 January 2021.
Ends.
Conor Ryan
Group Company Secretary
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END
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