12th Dec 2008 17:50
HBOS plc
12 December 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 Results of HBOS Shareholder Meetings
HBOS Shareholder Meetings
Further to the announcement issued earlier today by HBOS in relation to the preliminary results of the Court Meeting and the HBOS General Meeting held today at The NEC in Birmingham, HBOS is pleased to confirm that each of the resolutions put to shareholders in order to approve and implement the Acquisition, the Capital Raising and the Preference Scheme at the Court Meeting and the General Meeting were passed by the requisite majorities.
Subject to the approval of 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 expected that Admission of the New Lloyds TSB Shares to be issued as consideration under the Acquisition will take place at 8:00am on 19 January 2009.
HBOS is also pleased to announce that Application Forms in respect of the Open Offer will today be posted to Qualifying Non-CREST Shareholders.
Results of Scheme Court Meeting
The number of votes for and against the resolution to approve the Scheme put to the Court Meeting were as follows:
|
Number of Scheme Shares voted |
% of Scheme Shares voted |
Number of Scheme Shareholders voting |
% of Scheme Shareholders voting |
|
|
For |
2,969,077,776 |
98.45% |
85,223 |
84.03% |
|
Against |
46,872,803 |
1.55% |
16,202 |
15.97% |
The number of Scheme Shares voted for the Scheme represents 55.29% of the issued Ordinary Share capital of HBOS*. The number of Scheme Shares voted against the Scheme represents 0.87% of the issued Ordinary Share capital of HBOS*.
*In each case excluding HBOS Shares held by Restricted Entities.
The voting rights conferred by the HBOS Shares held by Restricted Entities were not exercised at the Court Meeting.
Results of General Meeting
The number of votes for and against the resolutions put to the General Meeting were as follows (resolution 1 being passed as an ordinary resolution and all other resolutions being passed as special resolutions):
|
Number of HBOS Shares and HBOS Preference Shares (as applicable) |
% HBOS Shares and HBOS Preference Shares (as applicable) voted |
|
|
Resolution 1. Approval of Rule 9 Waiver |
||
|
For |
3,087,775,730 |
98.19% |
|
Against |
30,918,276 |
0.98% |
|
Withheld |
25,950,432 |
0.83% |
|
Resolution 2. Approval of Capital Raising |
||
|
For |
3,089,716,744 |
98.28% |
|
Against |
29,204,378 |
0.93% |
|
Withheld |
24,689,819 |
0.79% |
|
Resolution 3. Ordinary Share Scheme of Arrangement |
||
|
For |
3,088,278,099 |
98.24% |
|
Against |
30,201,031 |
0.96% |
|
Withheld |
25,002,413 |
0.80% |
|
Resolution 4. Preference Scheme of Arrangement |
||
|
For |
3,386,124,105 |
98.15% |
|
Against |
34,597,541 |
1.00% |
|
Withheld |
29,180,043 |
0.85% |
|
Resolution 5. Preference Scheme: HBOS 91/4% Preference Shares |
||
|
For |
3,267,484,937 |
98.05% |
|
Against |
32,450,610 |
0.97% |
|
Withheld |
32,713,881 |
0.98% |
|
Resolution 6. Preference Scheme: HBOS 93/4% Preference Shares |
||
|
For |
3,115,439,064 |
97.93% |
|
Against |
32,405,322 |
1.02% |
|
Withheld |
33,445,417 |
1.05% |
|
Resolution 7. Preference Scheme: HBOS 6.0884% Preference Shares |
||
|
For |
3,072,322,102 |
97.92% |
|
Against |
31,760,291 |
1.01% |
|
Withheld |
33,483,915 |
1.07% |
|
Resolution 8. Preference Scheme: HBOS 6.475% Preference Shares |
||
|
For |
3,138,423,749 |
97.88% |
|
Against |
33,900,413 |
1.06% |
|
Withheld |
34,039,772 |
1.06% |
|
Resolution 9. Preference Scheme: HBOS 6.3673% Preference Shares |
||
|
For |
3,072,007,052 |
97.92% |
|
Against |
31,718,904 |
1.01% |
|
Withheld |
33,583,026 |
1.07% |
|
Resolution 10. Preference Scheme: HBOS 6.413% Preference Shares |
||
|
For |
3,072,202,763 |
97.92% |
|
Against |
31,719,491 |
1.01% |
|
Withheld |
33,618,197 |
1.07% |
|
Resolution 11. Preference Scheme: HBOS 5.92% Preference Shares |
||
|
For |
3,072,720,557 |
97.93% |
|
Against |
31,505,675 |
1.00% |
|
Withheld |
33,545,159 |
1.07% |
|
Resolution 12. Preference Scheme: HBOS 6.657% Preference Shares |
||
|
For |
3,072,108,881 |
97.92% |
|
Against |
31,724,773 |
1.01% |
|
Withheld |
33,648,180 |
1.07% |
|
Resolution 13. Preference Scheme: HBOS 12% Preference Shares |
||
|
For |
3,068,358,981 |
97.93% |
|
Against |
31,578,840 |
1.01% |
|
Withheld |
33,379,504 |
1.06% |
Copies of the resolutions passed at the General Meeting are being submitted to the Financial Services Authority and will be available for inspection at the Financial Services Authority's document viewing facility, which is situated at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
Capitalised terms used in this announcement but not defined herein shall have the meanings given to them in the Scheme Document dated 14 November 2008.
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