High Court hearing to sanction Bawag takeover of PTSB set for October

Uncertainty remains over whether a separate count of minority shareholders will be required to approve the deal

PTSB held an extraordinary meeting of shareholders in July to approve takeover by Bawag, the Austrian bank. Photograph: Nick Bradshaw
PTSB held an extraordinary meeting of shareholders in July to approve takeover by Bawag, the Austrian bank. Photograph: Nick Bradshaw

PTSB said a High Court hearing required to approve its takeover by Austria banking group Bawag will take place late next month.

The bank said the court has specified that parties interested in appearing at the October 27th deal sanctioning hearing need to notify PTSB’s solicitors, A&L Goodbody, no later than 5pm on September 28th.

PTSB, the smallest of the Republic’s three domestic retail banks, secured backing from 91.3 per cent of shareholders for its takeover by Austria’s Bawag at an extraordinary general meeting (EGM) at the end of June.

Uncertainty remains over whether a separate count of minority shareholders will be required to approve the deal after the Government’s majority stake drove the overall result. Some 36 per cent of minority investors voted against the transaction at the EGM.

The €1.62 billion takeover needed support from at least 75 per cent of investors who voted to go through as a so-called scheme of arrangement overseen by the High Court. The Government owns 57.5 per cent of the bank, following its crisis-era bailout.

It is expected that some shareholders will make an application to court at the sanctioning hearing for a second vote.

The High Court said in May that it could decide at a later date whether a separate count of minority shareholders was needed, after it rejected a petition from three small investors – led by long-time dissident shareholder Piotr Skoczylas – to have this established before the EGM.

Judge Mark Sanfey said at the time that the usual practice for shareholder voting class composition to be decided at the sanction stage and he would not depart from that. He did not consider the objectors before the court were prejudiced by such a procedure.

[ PTSB takeover wins 91.3% investor support in key voteOpens in new window ]

The €2.97-a-share deal was approved by 64 per cent of minority investors at July’s EGM, short of the 75 per cent that would have been required had they voted as a separate class.

PTSB chief executive Eamonn Crowley said at the time that the bank has “very strong” legal advice that only one vote was necessary.

Bawag chief executive Anas Abuzaakouk said in April the group did not currently plan to make “any material changes” to PTSB’s 98-strong branch network. But it is widely expected to reduce the size of its 3,000-strong workforce to cut running expenses at a bank whose cost-to-income ratio was 71 per cent for the first half of the year, more than double the 31 per cent Bawag reported in its second quarter.

The other two Irish retail banks have ratios below 50 per cent.

The Austrian group has also said it plans to carry out a “detailed review” of product lines it has on offer in Austria, Germany and the Netherlands, with a view to rolling them out in Ireland.

This will include household energy-efficiency loans, small-business and self-employed banking products, investment brokerage services and financing of residential and commercial property development and investment.

PTSB shares were trading on Monday afternoon at €2.95 each, slightly below the offer price.

  • —

    From maternity leave to remote working: Submit your work-related questions here

  • Listen to Inside Business podcast for a look at business and economics from an Irish perspective

  • Sign up to the Business Today newsletter for the latest new and commentary in your inbox

Joe Brennan

Joe Brennan

Joe Brennan is Markets Correspondent of The Irish Times