SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
12 January 2009
LLOYDS TSB GROUP plc
(Translation of registrant's name into English)
5th Floor
25 Gresham Street
London
EC2V 7HN
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports
under cover Form 20-F or Form 40-F.
Form 20-F..X..Form 40-F.....
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes .....No ..X..
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule
12g3-2(b): 82- ________
Index to Exhibits
Item
No. 1 Regulatory News Service
Announcement, dated 12 January 2009
re:
Court sanction of scheme of arrangement
07/09
12 January 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN
Acquisition Update: Court sanction of Scheme of
Arrangement
Unless otherwise defined in this announcement, capitalised terms
shall have the same meaning as in the prospectus published by Lloyds TSB Group plc
("Lloyds TSB") on 18 November 2008, as supplemented (together, the
"Prospectus").
Lloyds TSB is pleased to announce that the Court of Session in
Edinburgh, Scotland has today made an order sanctioning the scheme of arrangement
by which Lloyds TSB's acquisition of HBOS plc ("HBOS") is being
implemented.
In order for the Scheme to become effective in accordance with
its terms, the Court will now 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 in Scotland. The anticipated Effective Date of the Scheme is 16 January
2009.
It is expected that the last day of dealings in HBOS Shares
will be 14 January 2009 and the listing of HBOS Shares will be cancelled at 8.00
a.m. on 19 January 2009. An expected timetable of principal events is set out in
the Appendix to this announcement.
For further information:-
Michael Oliver
+44 (0) 20 7356 2167
Director of Investor Relations
Douglas Radcliffe
+44 (0) 20 7356 1571
Senior Manager, Investor Relations
Leigh Calder
+44 (0) 20 7356
1347
Senior Manager, Media Relations
Appendix
I -
Expected Timetable of Principal Events
Suspension of listing and dealings in
|
HBOS
Shares
6.00 p.m. on 14 January 2009
|
|
Reduction Court Hearing to confirm the
|
Capital
Reduction
16 January 2009
|
|
Effective Date of the
Scheme
16 January
2009
|
|
Cancellation of HBOS
listing
8.00 a.m. on 19 January 2009
|
|
Consideration Shares in uncertificated
|
form expected to be credited to accounts
|
in
CREST
8.00 a.m. on 19 January 2009
|
|
Admission of the Consideration Shares to
|
the Official List and to trading on the
|
London
Stock
Exchange
8.00 a.m. on 19 January 2009
|
|
Despatch of share certificates in respect of
|
Consideration Shares and Open Offer Shares
|
to certificated
holders
By 30 January 2009
|
The Prospectus and the supplementary prospectus published by
Lloyds TSB on 17 December 2008 (the "Supplementary Prospectus"),
which contain prescribed information relating to, amongst other things, Lloyds TSB,
are available on request up until Admission of the Consideration Shares free of
charge by writing to the head office of Lloyds TSB (25 Gresham Street, London EC2V
7HN (Attention: Investor Relations)) or by calling Equiniti Limited (0845 600
3579). A copy of the Prospectus and the Supplementary Prospectus are also available
via Lloyds TSB's website (www.investorrelations.lloydstsb.com). The
implications of the information contained in the Prospectus and the Supplementary
Prospectus for Overseas Shareholders may be affected by the laws of the relevant
jurisdiction. Such Overseas Shareholders should inform themselves about and observe
any applicable legal requirements.
Copies of the Prospectus and the Supplementary Prospectus are
also available for viewing at the Document Viewing Facility of the FSA (25 North
Colonnade, London E14 5HS) and is available for inspection at Lloyds TSB's
registered office (Henry Duncan House, 120 George Street, Edinburgh EH2 4LH) as
well as at the offices of Linklaters LLP (One Silk Street, London EC2Y 8HQ) during
normal business hours on any weekday (Saturdays, Sundays and public holidays
excepted) until Admission of the Consideration Shares.
This announcement does not constitute or form part of any
offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise
dispose of or issue, or any solicitation of any offer to sell, otherwise dispose
of, issue, purchase, otherwise acquire or subscribe for, any security.
The securities mentioned herein have not been, and will not
be, registered under the Securities Act. Securities may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act. There will be no public offer of
the securities mentioned herein in the United States.
The securities mentioned herein may not be offered or sold in
any Restricted Jurisdiction absent registration or an applicable exemption from the
registration requirements of the relevant laws of any Restricted Jurisdiction.
There will be no public officer of such securities in any Restricted
Jurisdiction.
The New Lloyds TSB Shares and New Lloyds TSB ADRs will be
issued in reliance upon the exemption from the registration requirements of the
Securities Act provided by Section 3(a)(10) thereof.
Neither the content of Lloyds TSB's website (or any other
website) nor the content of any website accessible from hyperlinks on Lloyds TSB's
website (or any other website) is incorporated in, or forms part of, this
announcement.
This announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom and the
information disclosed may not be the same as that which would have been disclosed
if this announcement had been prepared in accordance with the laws and regulations
of any jurisdiction outside of the United Kingdom.
Under the provisions of Rule 8.3 of the City Code, if any
person is, or becomes, ''interested'' (directly or indirectly) in one percent or
more of any class of ''relevant securities'' of Lloyds TSB or 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 p.m on the London
business day following the date of the relevant transaction. This requirement will
continue until the Effective Date, or on which the ''offer period'' for the
purposes of the City Code 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 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 City Code, all
''dealings'' in ''relevant securities'' of Lloyds TSB or HBOS by Lloyds TSB or
HBOS, or by any of their respective ''associates'', must be disclosed by no later
than 12.00 noon 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 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.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LLOYDS TSB GROUP plc
(Registrant)
By: M D Oliver
Name: M D Oliver
Title: Director of Investor Relations
Date: 12 January 2009