18th Dec 2008 07:00
HBOS plc
18 December 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Publication of Supplementary Prospectus
Following the release by HBOS of a trading update on 12 December 2008, the UK Listing Authority has approved a supplementary prospectus (the "Supplementary Prospectus") in respect of the New HBOS Shares to be issued pursuant to the Placing and Open Offer.
The Supplementary Prospectus, which is supplemental to and must be read in conjunction with the prospectus published by HBOS in respect of the Open Offer Shares dated 18 November 2008 (the "Prospectus"), is available on the HBOS website (www.hbosplc.com), and will shortly be available to the public for inspection during normal London business hours at the UK Listing Authority's Document Viewing Facility, 25 The North Colonnade, Canary Wharf, London E14 5HS.
It is expected that Lloyds TSB will also publish a supplementary prospectus relating to Lloyds TSB and the Consideration Shares to be issued by Lloyds TSB pursuant to the Acquisition which will be made available on the Lloyds TSB website (www.investorrelations.lloydstsb.com/ir/homepage.asp).
Capitalised terms used in this announcement but not defined herein shall have the meanings given to them in the Prospectus.
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]
This document is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Australia, Japan or South Africa. This document does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to in this document (the 'Securities') have not been, and will not be, registered under the United States Securities Act of 1933 (the 'Securities Act'). The Securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the Securities in the United States.
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