Notification24 Apr 2015 11:58
Important Information & Other Key Dates:
Sabadell has announced the terms of a recommended Cash Offer for the share capital of TSB.
The Offer values the share capital of TSB at approximately GBP1.7 billion with the Offer Price representing a premium of approximately 4 percent to the Closing Price of GBP3.27 per TSB share on 19th March 2015, this being the last Business Day prior to the announcement of the Offer.
Sabadell holds or has received irrevocable undertakings in respect of, in aggregate, 250,047,903 TSB shares representing approximately 50.01 percent of the existing issued share capital of the Company.
The Independent Directors of TSB, having been so advised by Citigroup and Rothschild, consider the terms of the Offer to be fair and reasonable and therefore unanimously recommend that TSB shareholders accept the Offer.
Assuming the Offer becomes or is declared unconditional in all respects, Sabadell intends to procure the making of an application by TSB to the London Stock Exchange (LSE) for the cancellation of trading of TSB shares and for the cancellation of listing of the TSB shares on the LSEs Main Market for listed securities. The Cancellation is expected to take effect no earlier than twenty business days after the Offer becomes or is declared unconditional.
If Sabadell receives acceptances under the Offer in respect of, and/or otherwise acquires 90 percent or more of the TSB shares and assuming that all of the other conditions of the Offer have been satisfied or waived, Sabadell intends to exercise its rights pursuant to the provisions of sections 979 of the Companies Act 2006 to acquire compulsorily the remaining TSB shares on the same terms as the Offer.
Please be aware that should you choose to accept the Offer, your entitlement will not be released until the Offer has been declared unconditional in all respects, as stipulated in the Takeover Code. Once the Offer has been declared unconditional in all respects, payment is expected to be made around ten working days following the date of such announcement. You can monitor the progress of the Offers acceptances through any regulatory news provider. However, we will notify you once your entitlement has been credited to your account.
At the time of the TSB IPO in June 2014, Lloyds implemented a bonus scheme by which retail investors buying TSB shares through the IPO and holding those shares for 12 months would be entitled to receive a number of free additional TSB shares (termed Lloyds Bonus Shares). The terms of the scheme contemplate where a change of control of TSB occurs before the additional TSB shares are issued and provides that Lloyds make arrangements to compensate investors. As this is the case Lloyds will arrange to pay investors the cash value of those bonus shares (at the offer price to be paid by Sabadell).
If you wish to accept the Offer, please do so as soon as possible as the Offer may not be extended.
Before making any decision ple