22nd Sep 2008 07:00
HBOS plc
22 September 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Adjustment to Exchange Ratio for the acquisition of HBOS by Lloyds TSB
HBOS notes the announcement made by Lloyds TSB on 19 September 2008 in relation to the completion of its share placing.
HBOS confirms that as a result of the placing, the exchange ratio under the terms of the proposed acquisition of HBOS by Lloyds TSB announced on 18 September 2008 will change from 0.83 Lloyds TSB Shares for every 1 HBOS Share to 0.833 Lloyds TSB Shares for every 1 HBOS Share.
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Enquiries: |
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HBOS Charles Wycks - Director of Investor Relations |
+44 207 905 9600 |
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Shane O'Riordain - General Manager, Group Communications |
+44 131 243 7195 +44 7770 544 585 (mobile) |
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Morgan Stanley |
+44 207 425 8000 |
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William Chalmers Paul Baker |
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Dresdner Kleinwort |
+44 (0) 207 623 8000 |
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David Hutchison Alex Reynolds |
Capitalised terms used in this announcement have the same meaning as defined in the announcement of the Acquisition made on 18 September 2008.
Morgan Stanley is acting exclusively for HBOS as financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than HBOS for providing the protections afforded to customers of Morgan Stanley nor for providing advice in relation to the Acquisition, or any matter referred to herein.
Dresdner Kleinwort Limited, which is authorised and regulated by the Financial Services Authority, is acting for HBOS and for no one else in connection with the Offer and will not be responsible to anyone other than HBOS for providing the protections afforded to clients of Dresdner Kleinwort Limited or for affording advice in relation to the Offer or any other matters referred to in this announcement.
The directors of HBOS accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of HBOS (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Lloyds TSB or HBOS, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction.
This requirement will continue until the date on which the Scheme becomes effective, or on which the "offer period" for the purposes of the City Code otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Lloyds TSB or HBOS, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Lloyds TSB or HBOS by Lloyds TSB or HBOS, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Related Shares:
Lloyds