Placing of Shares - Announcement of Offer Price

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement and not a prospectus (or prospectus equivalent document) and is not an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan, South Africa or Australia. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") expected to be published by permanent tsb Group Holdings plc ("PTSB", or the "Company") tomorrow in connection with, inter alia, the proposed admission ("Admission") of all of its ordinary shares issued and to be issued in connection with the placing of new ordinary shares in the Company (the "Placing") to (i) the primary listing segment of the Official List of the Irish Stock Exchange plc (the "ISE") and to trading on the ISE's Main Securities Market; and (ii) the standard listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange (the "LSE"). Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. A copy of the Prospectus will, following publication, be available for inspection from PTSB's website at www.permanenttsbgroup.ie. Capitalised terms not defined in this announcement shall have the meaning given in the Prospectus.

For immediate release

27 April 2015

permanent tsb Group Holdings plc

Placing of Shares - Announcement of Offer Price

PTSB today announces the pricing of the Placing and Sale (as defined below) of 110,717,441 ordinary shares (the "Shares") at €4.50 per Share (the "Offer Price").

· Based on the Offer Price, the total market capitalisation of PTSB at Admission will be approximately €2,044 million.

· The new Shares to be issued in the Placing represents 19.6% of PTSB's entire issued share capital on Admission.

· The Placing comprises an offer of 88,888,889 new Shares to be issued by the Company to raise gross proceeds of €400 million. The net proceeds from the Placing receivable by the Company will be used primarily to: (i) address and secure the final amount of the capital shortfall identified under the adverse scenario stress test applied by the ECB as part of the Single Supervisory Mechanism Comprehensive Assessment which currently remains outstanding (the "SSM CA"); (ii) facilitate the repurchase of the €400 million of convertible contingent capital notes owned by the Minister of Finance, which are due for redemption in 2016; and (iii) allow for expected losses on the proposed deleveraging of the non-core businesses in line with the Company's stated strategy.

· In addition, the board of directors of the Company (to ensure the success of the Placing and in the interests of shareholders) requested the Minister for Finance to sell a portion of his existing holding of ordinary shares concurrently with the Placing in order for the Company to meet certain ISE and UKLA minimum free float eligibility requirements. In response to this request, the Minister for Finance will sell 21,828,552 Shares (representing 4.8% of the enlarged issued share capital of the Company following completion of the Placing) at the Offer Price (the "Sale"). Following Admission, the holding by the Minister for Finance in the Company will be 340,661,653 Shares representing 75.0% of the enlarged issued share capital of the Company. No member of the Company's Board or senior management team is selling Shares.

· The Minister for Finance has agreed to lock-up arrangements in respect of his remaining holdings of Shares for 180 days following Admission, save that this lock-up does not apply to the repurchase by permanent tsb p.l.c. of the convertible contingent capital notes owned by the Minister for Finance and is subject to waiver by the Global Co-ordinator and to certain customary exceptions.

· The Company has agreed to lock-up arrangements for 365 days following Admission, subject to waiver by the Global Co-ordinator and certain customary exceptions.

· Shares issued in the Placing and sold in the Sale will not include entitlement rights to participate in the Open Offer, the terms and timetable of which will be announced separately today by the Company.

· There will be no conditional dealings of the ordinary shares offered and sold in the Placing and Sale prior to Admission. Unconditional dealings of such Shares will commence on 5 May 2015.

· In relation to the Placing and Admission, Deutsche Bank AG, London Branch ("Deutsche Bank") is acting as Global Co-ordinator and Joint Bookrunner and J&E Davy ("Davy") is acting as Sponsor and Joint Bookrunner. Goodbody Stockbrokers and Keefe, Bruyette & Woods are acting as Co-Lead Managers.

Completion of the Placing and the Sale are conditional on the following:

· Admission becoming effective by not later than 8.00 a.m. on 5 May 2015 (or such later date as the Company and the Joint Bookrunners may agree, not being later than 19 May 2015); and

· The Placing and Open Offer Agreement having become unconditional in respect of the Placing and the Placing Sale Agreement having become unconditional and neither agreement having been terminated in accordance with its terms.

Admission and dealings

Admission and the commencement of dealings are expected to take place at 8.00am on 5 May 2015 under the ticker "IL0A" (ISIN: IE00BWB8X525). There will be no conditional dealings of the ordinary shares offered and sold in the Placing and Sale prior to Admission.  Cancellation of the admission to trading of existing Shares on the Enterprise Securities Market of the Irish Stock Exchange is expected to take effect from 7.00 a.m. on 5 May 2015.

AT1 Instrument

On 27 April, PTSB also successfully priced a €125m AT1 instrument with a coupon of 8.625% and first call date on 1 April 2021. The settlement date for the AT1 instrument is 6 May 2015.

Enquiries

DISCLAIMERS

This announcement has been issued by the Company and is the sole responsibility of the Company. None of the Minister for Finance, the Department of Finance, the Government of Ireland, the National Treasury Management Agency or any person controlled by or controlling any such person, or any entity or agency of or related to the Irish State, or any director, officer, official, employee or adviser (including without limitation legal and financial advisors and the Banks) of any such person (each such person, a "relevant person" for the purposes of this paragraph) accepts any responsibility for the contents of, or makes any representation or warranty as to the accuracy, completeness or fairness of any information in, this announcement or any document referred to in this announcement. Each relevant person expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement. No relevant person has authorised or will authorise the contents of this announcement, or has recommended or endorsed the merits of the offering of securities or any other course of action contemplated by this announcement.

Neither this announcement, the publication in which it is contained nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"). The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company does not intend to register any securities referred to herein under the applicable securities laws of the United States or to conduct a public offering of any securities in the United States. This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan, or South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Placing and the Sale are only addressed to and directed at, in member states of the European Economic Area ("EEA") other than Ireland and the UK, persons who are qualified investors ("Qualified Investors") within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State of the EEA) and any implementing measure in each Relevant Member State of the EEA (the "Prospectus Directive"). In Ireland, the Placing and the Sale are only addressed to and directed at Qualified Investors and other persons to whom the Placing and the Sale may otherwise lawfully be addressed in circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive or other applicable laws. In the UK, the Placing and the Sale are only addressed to and directed at Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) who are other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in such member states with such persons.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "target", "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the current view of the Company (together with its subsidiaries, the "Group") with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that the Company or the Group will generate a particular rate of return.

Each of Deutsche Bank AG, London Branch, J&E Davy, Goodbody Stockbrokers (trading as Goodbody), Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) and their respective affiliates (together, the "Banks"), the Company and each Group company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of new ordinary shares in the proposed Placing or existing ordinary shares in the proposed Sale should be made solely on the basis of the information contained in the Prospectus and before purchasing any shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus to be issued by the Company. This announcement has not been approved by the Central Bank of Ireland, the FCA or any other competent regulatory authority.

The Placing and Sale timetable, including the date of Admission, is subject to change and may be influenced by a range of circumstances such as market conditions. There is no guarantee that admission of the new ordinary shares expected to be issued pursuant to the Placing or the existing ordinary shares of the Company to (i) the primary listing segment of the Official List of the ISE and to trading on the main market for listed securities of the ISE and (ii) the standard listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE will occur and you should not base your financial decisions on the Company's intentions in relation to any such admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. The ordinary shares of the Company are only suitable for investors who understand the potential risks of capital loss and that there may be limited liquidity in the ordinary shares and who fully understand and are willing to assume the risks involved. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Placing or the Sale. The value of ordinary shares can decrease as well as increase. When considering what further action you should take you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) and, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended, of the United Kingdom, or another appropriately authorised professional adviser if you are in a territory outside Ireland or the United Kingdom. Potential investors should consult a professional adviser as to the suitability of ordinary shares for the person concerned. Past performance cannot be relied upon as a guide to future performance.

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

Deutsche Bank AG, London Branch, which is authorised under German Banking Law (competent authority: European Central Bank) and, in the UK, by the Prudential Regulation Authority (the "PRA"), is subject to supervision by the European Central Bank and by BaFin, Germany's Financial Supervisory Authority, and is subject to limited regulation in the UK by the FCA and PRA, J&E Davy and Goodbody Stockbrokers (trading as Goodbody), each of which is authorised and regulated in Ireland by the Central Bank of Ireland, and Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods), which is authorised in the UK by the FCA , are each acting exclusively for the Company and no one else in connection with the Placing, and Deutsche Bank AG is acting exclusively for the Minister for Finance and no one else in connection with the Sale. None of the Banks will have regard to any other person as their respective clients in relation to the Placing, and where relevant, the Sale, and will not be responsible to anyone other than the Company, and where relevant, the Minister for Finance, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Placing or the Sale,, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Placing and the Sale, each of the Banks and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase ordinary shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such ordinary shares and other securities of the Company or related investments in connection with the Placing and the Sale or otherwise. Accordingly, references in the Prospectus, once published, to the ordinary shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of the Banks and any of their respective affiliates acting as investors for their own accounts. In addition, certain of the Banks or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of ordinary shares. None of the Banks intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Banks, the Company or any of their respective directors, officers, employees, advisers agents, affiliates or any other person acting on their behalf accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of, the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.