14th Nov 2008 16:08
HBOS plc
14 November 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Recommended acquisition of HBOS plc by Lloyds TSB Group plc
Posting of Preference Scheme Document
On 18 September 2008, the HBOS Board announced that it had reached agreement with Lloyds TSB on the terms of a recommended acquisition of HBOS by Lloyds TSB (the "Acquisition"). The terms of the Acquisition were subsequently amended as announced on 13 October 2008.
HBOS has today announced that it will shortly commence posting to HBOS Ordinary Shareholders and ADS holders of the Scheme Document which includes details of the Acquisition and the Capital Raising.
Preference Share Scheme
It is proposed that each class of preference shares issued by HBOS be exchanged for a substantially similar class of preference shares to be issued by Lloyds TSB. It is proposed that this exchange be implemented by way of a scheme of arrangement under sections 895 to 899 of the Companies Act (the "Preference Scheme"). Therefore, HBOS Preference Shareholders and ADS holders will shortly receive a Preference Scheme Document which sets out the proposals which the Lloyds TSB Board wishes to put forward to HBOS Preference Shareholders.
In order to approve the terms of the Preference Scheme, certain resolutions will need to be passed at the HBOS General Meeting and the Preference Court Meetings to be held at The NEC, Birmingham, B40 1NT on 12 December 2008 from 10.10 a.m (or as soon thereafter as the Ordinary Court Meeting shall have been concluded or adjourned).
The Preference Scheme is conditional upon the Acquisition becoming effective but the Acquisition and Capital Raising are in no way conditional on the implementation of the Preference Scheme.
Subject to the approval of HBOS shareholders, HBOS Preference Shareholders and the Court, and the satisfaction, or where applicable the waiver of other Conditions (as set out in the Scheme Document), the Preference Scheme is expected to become effective on 16 January 2009.
Copies of the Preference Scheme Document are available for inspection during normal business hours on any Business Day at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD, as soon as practicable after this announcement up to and including the Effective Date (or, if applicable, the date the Preference Scheme lapses or is withdrawn).
It is anticipated that a prospectus relating to Lloyds TSB and the preference shares to be issued by Lloyds TSB under the Preference Scheme will be published by Lloyds TSB during the week commencing 17 November 2008 and will be available on the Lloyds TSB website (www.investorrelations.lloydstsb.com/ir/homepage.asp).
In addition, the Preference Scheme Document will also be available on the HBOS website (www. www.hbosplc.com/investors/default.asp) as soon as practicable after this announcement.
Contacts
Investor Relations:
Charles Wycks
Director of Investor Relations
+44 (0)20 7905 9600
charleswycks@hbosplc.com
Press Office:
Shane O'Riordain
General Manager, Group Communications
+44 (0)131 243 7195
+44 (0)7770 544585 (mobile)
shaneo'riordain@hbosplc.com
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Lloyds TSB Group plc ('Lloyds TSB') or of 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 offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' 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 of 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 Code, all 'dealings' in 'relevant securities' of Lloyds TSB or of 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 Takeover 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