APS Bank Plc

M&A Activity • Apr 17, 2025

Company Announcement

Information to Maintain a Fair Market

Date of announcement: 17 April 2025 Reference number: APSB84

The following is a Company Announcement by APS Bank plc (or the "Bank") pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority.

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On 26 March 2025, the Bank announced APSB82 that it was starting the due diligence phase on the sale process being conducted by HSBC Holdings plc in relation to its investment in HSBC Bank Malta plc.

Further to that announcement, the Bank has today notified HSBC Holdings plc that it is regrettably withdrawing from the bidding process.

The Bank's Board of Directors and Executive Team, supported by their local and international advisers, had been optimistic about pursuing this potential acquisition. In particular, the potential deal was an opportunity to promote consolidation in the banking sector, in line with European initiatives, with a view to creating an enlarged local bank to serve the market in the Maltese Islands.

The Bank holds the management and employees of HSBC Bank Malta plc in high esteem and believes that a combination of the two entities could have been an attractive strategic initiative, capable of delivering benefits across the stakeholder universe. Further, the investor community, local and international, had warmly responded to invitations from the Bank and its advisers to discuss the potential transaction.

However, confidential information external to the due diligence exercise has caused the Bank to reconsider its participation in the sale process. Consequently, the Bank's Board of Directors has decided that, at the present time, it is in the best interests of the Bank's shareholders, employees and customers to withdraw.

The Bank wishes to thank its shareholders, in particular the qualifying shareholders AROM Holdings Ltd and the Diocese of Gozo, for their trust and support. The Bank also thanks its employees, and advisers, Alvarez & Marsal, Ganado Advocates, Rizzo Farrugia & Co (Stockbrokers) Ltd, and Allen Overy Shearman Sterling, for their extensive professional services in exploring this opportunity. Following this decision, the Bank remains focused on growth and will be open to strategic opportunities that may arise, always guided by the highest standards of governance, transparency, ethics and financial rigour. The Bank looks forward to updating investors at its Market Briefing of 24 April 2025 in relation to the 1Q2025 financial results.

For the purposes of article 2(1)(b)(i) of Commission Implementing Regulation (EU) 2016/1055, the Bank hereby announces that this company announcement includes 'inside information' in terms of Regulation (EU) 596/2014 (the Market Abuse Regulation).

Graziella Bray B.A., LL.D, FCG Company Secretary

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