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HBOS plc

12 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.

Court sanction of Scheme of Arrangement

The Board of HBOS is pleased to announce that the Court has today made an order sanctioning the Scheme of Arrangement by which the recommended Acquisition of HBOS by Lloyds TSB is being implemented.

In order for the Scheme to become effective in accordance with its terms, the Court will need to confirm the associated reduction of capital at the Reduction Court Hearing which is scheduled to take place on 16 January 2009, and the Reduction Court Order will need to be registered with the Registrar of Companies. The Scheme is expected to become effective on 16 January 2009.

It is expected that dealings in HBOS Shares will be suspended from 6.00 p.m. on 14 January 2009, prior to the closing of the Placing and Open Offer on 15 January 2009 and the delivery of the Scheme Court Order to the Registrar of Companies. It is expected that the listing of HBOS Shares will be cancelled 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends.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.

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