TIDMIL0A TIDM73HR
RNS Number : 2064G
Permanent TSB Group Holdings PLC
23 July 2021
This announcement contains inside information under Article 17
of Regulation (EU) 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain
Statement by Permanent TSB Group Holdings plc
23 July 2021
Memorandum of Understanding signed between Permanent TSB plc,
NatWest Group plc and Ulster Bank Ireland DAC
Potential Transaction envisages Permanent TSB acquiring c.
EUR7.6 billion of assets from Ulster Bank.
Permanent TSB Group Holdings plc ("PTSB Holdings") announces
that Permanent TSB plc ("Permanent TSB" or the "Bank"), a wholly
owned subsidiary, has entered into a non-binding Memorandum of
Understanding (the "MOU") with NatWest Group Plc ("NatWest" or
"NWG") and Ulster Bank Ireland DAC ("Ulster Bank" or "UB")
regarding a potential acquisition involving certain elements of the
Ulster Bank Retail and SME business in the Republic of Ireland (the
"Potential Transaction").
MOU Perimeter
The MOU details the parties' intention to work together on the
potential acquisition by Permanent TSB of circa EUR7.6 billion of
assets from the following parts of the Ulster Bank business;
-- The performing non-tracker Mortgage book of Ulster Bank;
-- The performing Micro-SME/Business Direct ("Business Direct") loan book of Ulster Bank;
-- The Lombard Asset Finance loan business of Ulster Bank;
-- 25 branch locations in Ulster Bank's branch network
Employees
It is expected that circa 400 to 500 Ulster Bank employees, who
are wholly or mainly assigned to the retail and SME perimeter that
is being acquired, will transfer to Permanent TSB. The exact number
of in scope employees that will have the right to transfer under
the Transfer of Undertakings regulations will be agreed as part of
the next stage of negotiations.
Customers
Ulster Bank personal and business customers, whose loans are
intended to transfer as part of this Potential Transaction, do not
need to take any action now. Permanent TSB will also offer all
Ulster Bank personal customers, an easy-to-use account opening
process that will allow customers to apply for a Permanent TSB
personal current account in less than 15 minutes. This app-based
process will allow Ulster Bank current account customers to migrate
to Permanent TSB's market-leading digital current account offering.
Permanent TSB also welcomes all new deposit account customers who
can contact the Permanent TSB team directly on our new customer
line on 0818 837 408 / 01 212 4022 or open an account in one of the
Bank's 76 branches nationwide.
In addition to the above perimeter, Ulster Bank's Business
Direct customers will be offered the same overdraft facilities with
Permanent TSB subject to these customers opening a Permanent TSB
current account and meeting credit policy requirements.
Potential Transaction Structure
As part of the consideration for the perimeter transferring to
Permanent TSB, NatWest will become a shareholder with up to 20% of
the enlarged share capital of PTSB Holdings , together with PTSB
Holdings paying NatWest an additional cash consideration. The
transaction is expected to be accretive to RoTE and PTSB Holdings
would maintain a long-term pro forma Management CET1 Ratio of
>14%.
At this stage, and subject to regulatory engagement, PTSB
Holdings does not envisage that it will require additional new
equity capital to complete the Potential Transaction.
CEO Comment
Speaking today, Eamonn Crowley CEO of PTSB Holdings said " This
Potential Transaction complements our growth strategy and will
accelerate the delivery of Permanent TSB's ambition of becoming
Ireland's best personal and small business bank. We see this as a
once in a generation opportunity to fast-track the growth of an
Irish bank with a strong community and customer service ethos that
has evolved over its 200-year history. It also supports the
investments we are making in the transformation of our in-branch
and digital banking services .
As we grow the Bank, we are committed to building on our local
community heritage, further building trust with customers and
taking accountability for the critical role that banks play in
wider society, particularly in the areas of Sustainability and
Social Responsibility.
We are conscious that there is still significant work to be done
to agree legally binding agreements later this year, but we are
optimistic that we can work with all parties to create an enlarged
Permanent TSB with an increased national footprint that will
provide enhanced products and services to our present and future
customers. We welcome all Ulster Bank customers to Permanent TSB,
whether or not their loan is transferring as part of this potential
transaction, and we look forward to supporting them with their
banking needs.'
Strategic Rationale
This Potential Transaction would position Permanent TSB for
significant future growth in the personal and SME banking business
in the Irish market and support customers as the country exits the
COVID-19 pandemic. It will also provide certainty and continuity to
the mortgage and SME customers of Ulster Bank associated with this
acquisition, along with the employees of Ulster Bank who are
entitled to transfer to Permanent TSB under TUPE legislation.
Permanent TSB has significant growth ambitions in the SME sector
and this transaction will provide a new market opportunity with the
potential acquisition of Ulster Bank's Asset Finance loan business.
Permanent TSB has also recently invested in new business banking
capability and is continuing to grow its team to ensure that it can
provide the right specialist support to SME's across the
country.
Next Steps
The parties will work together over the next number of months
with a view to entering into legally binding agreements in Quarter
4, 2021. Subject to legally binding agreements being put in place
and subject to receiving all required regulatory approvals, it is
envisaged that the transfer of the business will take place within
the next 12 to 18 months.
The Potential Transaction remains subject to customary due
diligence, further negotiation and agreement of final terms and
legally binding documentation, as well as obtaining appropriate
internal and regulatory approvals. The potential transaction, if
agreed, would constitute a Class 1 transaction for PTSB Holdings
under the listing rules and therefore would be subject to the
approval of PTSB Holdings' shareholders . Until an acquisition is
finally concluded there can be no certainty that an acquisition
will occur or on what terms. Further announcements will be made in
due course.
For Further Information Please Contact:
Nicola O Brien Leontia Fannin
Head of Investor Relations Head of Corporate Affairs and
Communications
Email: Nicola.Obrien@Permanenttsb.ie Email: Leontia.Fannin@Permanenttsb.ie
Phone: +353 87 148 2275 Phone: +353 87 973 3143
Locations of 25 branches
COUNTY BRANCH LOCATION
CAVAN
* Chapel Street, Ballyjamesduff
* 19 Main Street, Ballyconnell
-----------------------------------------------------------
CLARE
* Skycourt Shopping Centre, Shannon
-----------------------------------------------------------
CORK
* High Street, Wilton
-----------------------------------------------------------
DONEGAL
* Units G1 G2 F2, Butt Hall Centre, Main Street,
Ballybofey
* 8 Ardaravan Square, Buncrana
* Gruagorm House, Main Street, Donegal
* Main Street, Killybegs
-----------------------------------------------------------
DUBLIN
* 27/35 Main Street, Blackrock
* Main Street, Blanchardstown
* The Mall, Main Street, Lucan
* 63 Ranelagh, Dublin 6
* 237 Rochestown Avenue, Dun Laoghaire
* Unit G 26, Pavilion Shopping Centre, Swords
-----------------------------------------------------------
GALWAY
* The Square, Athenry
* 33 Eyre Square, Galway
* Shop Street, Tuam
-----------------------------------------------------------
KILDARE
* Main Street Donaghcumper, Celbridge
* The Square, Kilcock
-----------------------------------------------------------
LOUTH
* Irish Street, Ardee
-----------------------------------------------------------
MAYO
* Main Street, Belmullet
* North Mall, Westport
-----------------------------------------------------------
MEATH
* High Street, Trim
-----------------------------------------------------------
TIPPERARY
* 49 Liberty Square, Thurles
-----------------------------------------------------------
WEXFORD
* 22 Rafter Street, Enniscorthy
-----------------------------------------------------------
Note on Forward-Looking Information:
This announcement contains forward-looking statements, which are
subject to risks and uncertainties because they relate to
expectations, beliefs, projections, future plans and strategies,
anticipated events or trends, and similar expressions concerning
matters that are not historical facts. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors, which may cause the actual results, performance or
achievements of the Bank or the industry in which it operates, to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. The forward-looking statements referred to in this
paragraph speak only as at the date of this announcement. The Bank
undertakes no obligation to release publicly any revision or
updates to these forward-looking statements to reflect future
events, circumstances, unanticipated events, new information or
otherwise except as required by law or by any appropriate
regulatory authority.
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