Form 8.3 - TSB Banking Group PLC

FORM 8.3

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:	Lloyds Banking Group plc and its subsidiaries
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:	TSB Banking Group Plc
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken:	22 April 2015
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?	N/A

 

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

 

Class of relevant security:	1p ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	200,000,006	40.000
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:			100,000,000	20.000
TOTAL:	200,000,006	40.000	100,000,000	20.000

 

 

 

(b)        Rights to subscribe for new securities (including directors' and other employee options)

 

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

 

 

3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

 

(a)        Purchases and sales

 

Class of relevant security	Purchase/sale	Number of securities	Price per unit
1p ordinary	Purchase	1	£3.358

 

(b)        Cash-settled derivative transactions

 

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit

 

(c)        Stock-settled derivative transactions (including options)

 

(i)         Writing, selling, purchasing or varying

 

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
1p ordinary	Call Option	Writing	100,000,000	At the Offer price the time the call is exercised	Exercisable any time in 4 tranches	None	None

 

(ii)        Exercise

 

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit

 

(d)        Other dealings (including subscribing for new securities)

 

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Further details of the above arrangement can be found on the TSB Banking Group website

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

None

 

(c)        Attachments

 

Is a Supplemental Form 8 (Open Positions) attached?

Yes

 

 

Date of disclosure:	23 April 2015
Contact name:	Darren Hemsley
Telephone number:	0113 235 7676

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

 

 

 

 

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

 

1.         KEY INFORMATION

 

Full name of person making disclosure:	Lloyds Banking Group plc and its subsidiaries
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	TSB Banking Group plc

 

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

Class of relevant security	Product description e.g. call option	Written or purchased	Number of securities to which option or derivative relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date
1p ordinary	Call Option	Written	100,000,000	At the Offer price the time the call is exercised	Exercisable any time in 4 tranches	None

 

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

 

Full details should be given so that the nature of the interest or position can be fully understood:

Further details of the above arrangement can be found on the TSB Banking Group website

 

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

 

The currency of all prices and other monetary amounts should be stated.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.