Placing of up to 5% of its is

RNS Number : 9232D

Lloyds TSB Group PLC

19 September 2008

 



This announcement, is not for distribution directly or indirectly in or into the United States, Canada, Australia or Japan or any jurisdiction into which the same would be unlawful. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of Lloyds TSB in the United States, Canada, Australia or Japan or any jurisdiction in which such an offer or solicitation is unlawful. The shares in Lloyds TSB referred to in this announcement have not been and will not be registered under the United States Securities Act of 1933 and may not be offered, sold or transferred in or into the United States absent registration or an exemption from registration. No public offering of securities will be made in connection with the Placing in the United Kingdom, the United States or elsewhere.

19 September 2008

Lloyds TSB announces the Placing of 284,400,000 new Lloyds TSB Ordinary Shares at a Placing Price of 270 pence per share

Lloyds TSB Group plc ("Lloyds TSB") announces the completion of the placing announced earlier today (the "Placing").

A total of 284,400,000 new Lloyds TSB Ordinary Shares (the "Placing Shares") have been placed with institutions at a price of 270 pence per Placing Share (the "Placing Price"). Based on the Placing Price, the gross proceeds of the Placing are GBP 767 million. The Placing Shares being issued represent an increase of approximately 5 per cent. in Lloyds TSB's current issued share capital.

As a result of this placing the exchange ratio under the terms of the proposed acquisition of HBOS plc ("HBOS") announced yesterday is amended such that the shareholders of HBOS will receive 0.833 Lloyds TSB Shares for every 1 HBOS Share.

The Placing Shares will, when issued, be issued credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of Lloyds TSB (the "Lloyds TSB Ordinary Shares"), including the right to receive all dividends and other distributions declared after the date of the issue. The Placing Shares shall not be entitled to the interim dividend declared on the Lloyds TSB Ordinary Shares on 30 July 2008. 

Application will be made for the Placing Shares to be admitted to the Official List of the Financial Services Authority ("FSA"), and to be admitted to trading by the London Stock Exchange plc on its main market for listed securities (together, "Admission"). Admission is expected to take place, settlement to occur and dealing in the Placing Shares to commence at 8.00 am on 24 September 2008.

Citigroup Global Markets U.K. Equity Limited ("Citi") and Merrill Lynch International ("Merrill Lynch") are acting as Joint Bookrunnners on behalf of Lloyds TSB in respect of the Placing.

The Placing, which has been underwritten by Citi and Merrill Lynch, is conditional on Admission and certain other conditions as referred to in the announcement of the Placing made earlier today. The Company has agreed not to issue any shares for a period of 90 days after Admission other than in connection with the proposed acquisition of HBOS plc and pursuant to other existing commitments.

ENQUIRIES

ANALYSTS AND INVESTORS MEDIA

Lloyds TSB
Michael Oliver (Director of Investor Relations)	[phone]
Amy Mankelow (Media Relations)	[phone]
Citi (Global Co-ordinator and Joint Bookrunner)	[phone]
David James
Andrew Thompson
Merrill Lynch (Joint Bookrunner)	[phone]
Matthew Greenburgh
Rupert Hume-Kendall

This announcement is for information only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement has been issued by and is the sole responsibility of Lloyds TSB. 

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Citi or Merrill Lynch or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Citi, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Lloyds TSB and for no-one else in connection with the Placing, and will not be responsible to anyone other than Lloyds TSB for providing the protections afforded to customers of Citi nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.

Merrill Lynch, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Lloyds TSB and for no-one else in connection with the Placing, and will not be responsible to anyone other than Lloyds TSB for providing the protections afforded to customers of Merrill Lynch nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Lloyds TSB or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Lloyds TSB and the Joint Bookrunners to inform themselves about, and to observe, such restrictions. 

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE")); (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND WHO ARE (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN LLOYDS TSB.

This announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia or Japan or in any jurisdiction in which such publication or distribution is unlawful. No public offer of securities of Lloyds TSB is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act and may not be offered, sold or transferred in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 (the "Securities Act"). 

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia or Japan or any other jurisdiction outside the United Kingdom.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange and, to the extent required, on the New York Stock Exchange. Neither the content of Lloyds TSB website nor any website accessible by hyperlinks on Lloyds TSB website is incorporated in, or forms part of, this announcement.

 

END

 

 

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