TIDMHBOS TIDMLLOY
RNS Number : 7747L
HBOS PLC
16 January 2009
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HBOS plc
16 January 2009
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.
Scheme of Arrangement becoming Effective
The Board of HBOS is pleased to announce that the Court has approved the Capital
Reduction to effect the recommended Acquisition of HBOS by Lloyds TSB and the
Reduction Court Order has been filed with the Registrar of Companies.
Accordingly, the Scheme of Arrangement has become effective in accordance with
its terms.
New Lloyds TSB Shares will be issued pursuant to the Scheme of Arrangement at or
after 5.00 p.m. today. It is expected that the New Lloyds TSB Shares will be
admitted to the Official List and to trading on the London Stock Exchange at
8.00 a.m. on 19 January 2009.
Applications have been made to the UK Listing Authority and to the London Stock
Exchange respectively requesting the cancellation of the listing of HBOS Shares
on the Official List and the cancellation of trading of such securities on the
London Stock Exchange. Cancellation is expected to take place at 8.00 a.m. on
19 January 2009.
Capitalised terms used in this announcement 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
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withdrawn or on which the 'offer period' otherwise ends.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.
This information is provided by RNS
The company news service from the London Stock Exchange
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