14th Nov 2008 16:06
HBOS plc
14 November 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM 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 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") to be effected by a Scheme of Arrangement (the "Scheme"). The terms of the Acquisition were subsequently amended as announced on 13 October 2008.
HBOS announces 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. The Scheme Document will also be available on the HBOS website (www.hbosplc.com) later today.
In order to approve the terms of the Scheme, certain resolutions will need to be passed by HBOS shareholders at the Court Meeting and the HBOS General Meeting to be held at The NEC, Birmingham, B40 1NT on 12 December 2008 from 10.00 a.m.
Subject to the approval of HBOS shareholders and the Court, and the satisfaction, or where applicable the waiver of other Conditions (as set out in the Scheme Document), the Capital Raising is expected to complete on 15 January 2009 and the Acquisition is expected to become effective on 16 January 2009.
It is anticipated that a prospectus relating to HBOS and the Placing and Open Offer Shares will be published by HBOS on or around 18 November 2008 and will be available on the HBOS website (www.hbosplc.com/investors/default.asp).
It is anticipated that a prospectus relating to Lloyds TSB and the consideration shares to be issued by Lloyds TSB under the Scheme will be published by Lloyds TSB on or around 18 November 2008 and will be available on the Lloyds TSB website (www.investorrelations.lloydstsb.com/ir/homepage.asp).
Timetable
The expected timetable of principal events is as follows:
|
Expected date of publication of HBOS Prospectus |
18 November 2008 |
|
Open Offer Record Date |
5 December 2008 |
|
Latest time for lodging Forms of Direction for the HBOS Court Meeting and the HBOS General Meeting |
10.10 a.m. on 9 December 2008 |
|
Latest time for lodging ADS Voting Instruction Cards |
5.00 p.m. (New York time) on 9 December 2008 |
|
Latest time for lodging Forms of Proxy for HBOS Court Meeting |
10.00 a.m. on 10 December 2008 |
|
Latest time for lodging Forms of Proxy for HBOS General Meeting |
10.10 a.m. on 10 December 2008 |
|
Voting Record Time |
6.00 p.m. on 10 December 2008 |
|
HBOS Court Meeting |
10.00 a.m. on12 December 2008 |
|
HBOS General Meeting |
10.10 a.m. on 12 December 2008 |
|
HBOS Preference Scheme Court Meetings |
12 noon on 12 December 2008 |
|
Expected date for posting of Open Offer Application Forms |
12 December 2008 |
|
Latest date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) |
11.00 a.m. on 9 January 2009 |
|
Scheme Court Hearing (to sanction Scheme) |
12 January 2009(1) |
|
Last day for dealings in, and for registration of transfers and disablement in CREST of, HBOS Shares |
14 January 2009(1) |
|
Open Offer Shares to be issued |
15 January 2009(1) |
|
Reduction Court Hearing (to confirm the reduction of capital) |
16 January 2009(1) |
|
Effective Date of the Scheme |
16 January 2009(1) |
|
Admission of New Lloyds TSB consideration shares |
19 January 2009(1) |
Note:(1) These dates are indicative only and will depend, among other things, on the date on which the Court sanctions the Scheme.
The above times and dates are indicative only and may be subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified through a Regulatory Information Service.
Copies of the 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 Scheme lapses or is withdrawn).
Contacts
Investor Relations:
Charles Wycks
Director of Investor Relations
+44 (0)20 7905 9600
Press Office:
Shane O'Riordain
General Manager, Group Communications
+44 (0)131 243 7195
+44 (0)7770 544585 (mobile)
shaneo'[email protected]
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