TIDM49WI TIDMTSB
RNS Number : 5851R
Banco de Sabadell, S.A.
30 June 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
For immediate release 30 June 2015
RECOMMENDED CASH OFFER
for
TSB BANKING GROUP PLC
by
BANCO DE SABADELL, S.A.
Unconditional announcement notice of delisting and cancellation
of trading of TSB Shares
On 20 March 2015, the boards of Banco de Sabadell, S.A.
(Sabadell) and TSB Banking Group plc (TSB) announced that they had
reached agreement on the terms of a recommended cash offer to be
made by Sabadell for the entire issued and to be issued share
capital of TSB (the Offer). The full terms and conditions and the
procedures for acceptance of the Offer are set out in the offer
document which was published and sent to TSB Shareholders by
Sabadell on 17 April 2015 (the Offer Document). On 29 May 2015
Sabadell announced that its offer for TSB remained subject to the
Prudential Regulatory Authority (the PRA) approving the change of
control of TSB and that the latest date on which the Offer may
become or be declared unconditional in all respects was 7 July
2015.
Sabadell is pleased to announce that it has received approval
from the PRA regarding the change of control of TSB, meaning that
the Condition relating to regulatory clearance has now been
satisfied. As the Acceptance Condition and European Commission
clearance Condition have previously been satisfied and no other
Conditions to the Offer remain outstanding, the Offer is now
unconditional in all respects.
The Offer will remain open for acceptances until further notice.
At least 14 days' notice will be given before the closing of the
Offer to those TSB Shareholders who have not at the date of that
notice accepted the Offer.
Delisting and cancellation of trading
As set out in the Offer Document, as the Offer has become
unconditional in all respects and Sabadell has acquired TSB Shares
representing more than 75 per cent. of the voting rights of TSB and
has received valid acceptances under the Offer from Independent
Shareholders that represent a majority of the voting rights held by
the Independent Shareholders at the date the Offer was made,
Sabadell intends to procure the making of an application by TSB for
the cancellation, respectively, of the trading of TSB Shares on the
London Stock Exchange's main market for listed securities (the Main
Market) and of the listing of TSB Shares on the premium segment of
the Official List of the Financial Conduct Authority (the Official
List).
The cancellation of listing of TSB Shares on the Official List
and admission to trading of TSB Shares on the Main Market is
expected to take effect on or around 28 July 2015, being 20
Business Days from the date of this announcement. Such cancellation
of listing and admission to trading will significantly reduce the
liquidity and marketability of any TSB Shares and/or TSB Shares
held in uncertificated form not assented to the Offer.
Compulsory acquisition
As set out in the Offer Document, if Sabadell receives
acceptances of the Offer in respect of, and/or otherwise acquires
or contracts to acquire, 90 per cent. or more in nominal value of
the TSB Shares to which the Offer relates and of the voting rights
carried by those TSB Shares, Sabadell intends to exercise its
rights in accordance with Sections 974 to 991 inclusive of the
Companies Act 2006 to acquire compulsorily any remaining TSB Shares
to which the Offer relates on the same terms as the Offer.
Level of acceptances
As at 1.00 p.m. (London time) on 29 June 2015, Sabadell had
received valid acceptances of the Offer in respect of 389,972,756
TSB Shares, representing approximately 77.99 per cent. of the
existing issued share capital of TSB and 86.66 per cent. of the TSB
Shares to which the Offer relates.
In addition on 24 March 2015 Sabadell acquired 49,999,999 TSB
Shares, representing approximately 9.99 per cent. of the existing
issued share capital of TSB, from Lloyds Bank plc (Lloyds).
Therefore, as at the 29 June 2015, Sabadell owned or had received
valid acceptances of the Offer in respect of 439,972,755 TSB
Shares, representing approximately 87.99 per cent. of the existing
issued share capital of TSB.
Actions to be taken
TSB Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible:
-- If you are a holder of TSB Shares in certificated form (that
is, not in CREST), you should complete and return the Form of
Acceptance which accompanied the Offer Document.
-- If you are a holder of TSB shares in uncertificated form (in
CREST), you should ensure that an Electronic Acceptance is made by
you or on your behalf and that settlement occurs. If you are a
CREST-sponsored member, you should refer to your CREST sponsor as
only your CREST sponsor will be able to send the necessary TTE
instruction(s) to Euroclear.
The Offer Document and a specimen Form of Acceptance are
available on Sabadell's website at www.sabadelltsbinfo.com and on
TSB's website at
www.tsb.co.uk/investors/sabadell-offer-information/. Further copies
of the Offer Document and the Form of Acceptance may be obtained by
contacting the Receiving Agent, Equiniti Limited, on 0871 384 2965
from within the UK or on +44 (0)121 415 0184 if calling from
outside the UK. Lines are open 8.30 am to 5.30 pm (London time)
Monday to Friday.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Offer Document.
Enquiries
Sabadell
Albert Coll +34 93 728 8990
Goldman Sachs International +44 20 7774 1000
Dirk Lievens
Mark Sorrell
Carlos Pertejo
Brunswick Group LLP
Azadeh Varzi
Andrew Garfield
Rurik Ingram +44 20 7404 5959
TSB
Roy Beale (Senior Manager, TSB Media Relations) +44 20 7003 9368
TSB Media Relations +44 20 7003 9369
Bell Pottinger (TSB's PR Adviser)
Clinton Manning +44 20 3772 2560
Further information
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Sabadell and no one else in
connection with the Offer and will not be responsible to anyone
other than Sabadell for providing the protections afforded to its
clients or for providing advice in relation to the Offer.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Offer or
otherwise. The Offer is made solely by means of the Offer Document
and the Form of Acceptance accompanying the Offer Document, which
contains the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Any response to the Offer
should be made only on the basis of information contained in the
Offer Document. TSB Shareholders are advised to read the formal
documentation in relation to the Offer carefully.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
and the Code 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 the United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom or the United States and the ability of TSB
Shareholders who are not resident in the United Kingdom or the
United States to participate in the Offer may be affected by the
laws of relevant jurisdictions. Therefore any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom or the United States or TSB Shareholders who are not
resident in the United Kingdom or the United States will need to
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Further details in relation to overseas
shareholders are contained in the Offer Document.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange of any Restricted Jurisdiction and will not be
capable of acceptance by any such use, means, instrumentality or
facility or from within any Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction and persons
receiving this announcement (including, without limitation, agents,
nominees, custodians and trustees) must not distribute, send or
mail it in, into or from such jurisdiction. Any person (including,
without limitation, any agent, nominee, custodian or trustee) who
has a contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
or the United States should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction
and must not mail, send or forward or distribute them in, into or
from any Restricted Jurisdiction.
Notice to US holders of TSB Shares
The Offer is being made in the United States pursuant to Section
14(e) of, and Regulation 14E under the Exchange Act, subject to the
exemptions provided by Rule 14d-1(c) and otherwise in accordance
with the requirements of the Code. Accordingly, the Offer will be
subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law.
The Offer is being made for the securities of a UK company with
a listing on the London Stock Exchange. The Offer is subject to UK
disclosure requirements, which are different from certain United
States disclosure requirements. The financial information on TSB
included in the Offer Document has been prepared in accordance with
IFRS and the financial information on Sabadell included in the
Offer Document has been prepared in accordance with IFRS, thus
neither may be comparable to financial information of US companies
or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
The receipt of cash pursuant to the Offer by a US holder of TSB
Shares may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each TSB Shareholder is urged to
consult his independent professional adviser immediately regarding
the tax consequences of accepting the Offer. Furthermore, the
payment and settlement procedure with respect to the Offer will
comply with the relevant United Kingdom rules, which differ from
the United States payment and settlement procedures, particularly
with regard to the date of payment of consideration.
The Offer will be made (including in the United States) by
Sabadell and no one else. Neither Goldman Sachs International nor
Citigroup nor Rothschild nor RBC Capital Markets, nor any of their
respective affiliates, will be making the Offer in or outside the
United States.
It may be difficult for US holders of TSB Shares to enforce
their rights and any claim arising out of US federal securities
laws, since Sabadell is incorporated under the laws of Spain and
TSB is incorporated under the laws of England and Wales and some or
all of their officers and directors are residents of non-US
jurisdictions. In addition, most of the assets of Sabadell and TSB
are located outside the United States. US holders of TSB Shares may
not be able to sue a non-US company or its officers or directors in
a non-US court for violations of US securities laws. Further, it
may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's judgment.
This announcement does not constitute an offer of securities for
sale in the United States. No offer to acquire securities or to
exchange securities for other securities has been made, or will be
made, directly or indirectly, in or into, or by the use of the
mails of, or by any means or instrumentality of interstate or
foreign commerce or any facilities of a national securities
exchange of, the United States or any other country in which such
offer may not be made other than: (i) in accordance with the tender
offer requirements under the Exchange Act, or the securities laws
of such other country, as the case may be, or: (ii) pursuant to an
available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the Offer,
or passed comment upon the adequacy or completeness of this
announcement or the Offer Document. Any representation to the
contrary is a criminal offence in the United States.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice, Sabadell or its nominees or brokers (acting as agents) or
their respective affiliates may from time to time make certain
purchases of, or arrangements to purchase, shares or other
securities in TSB, other than pursuant to the Offer, at any time
prior to completion of the Offer. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any such purchases, or arrangements to
purchase, will comply with all applicable UK rules, including the
Code, the rules of the London Stock Exchange and Rule 14e-5 under
the Exchange Act to the extent applicable. In addition, in
accordance with, and to the extent permitted by, the Code and
normal UK market practice, Goldman Sachs International, Citigroup,
Rothschild, RBC Capital Markets and their respective affiliates
will continue to act as exempt principal traders in TSB Shares on
the London Stock Exchange and engage in certain other purchasing
activities consistent with their respective normal and usual
practice and applicable law. To the extent required by the
applicable law (including the Code), any information about such
purchases will be disclosed on a next day basis to the Panel and a
Regulatory Information Service including the Regulatory News
Service on the London Stock Exchange website,
www.londonstockexchange.com. To the extent that such information is
made public in the United Kingdom, this information will also be
deemed to be publicly disclosed in the United States.
Notice to Australian holders of TSB Shares
The Offer is being made for the securities of a UK company with
a listing on the London Stock Exchange and is regulated primarily
by UK laws. Accordingly, the Offer is not made under or regulated
by Chapter 6 of the Corporations Act 2001 (Cth). The content of
this announcement and the Offer Document is subject to UK
disclosure requirements which are different from the disclosure
requirements under Australian law. Neither the Australian
Securities and Investments Commission nor the Australian Securities
Exchange has: (i) approved or disapproved of the Offer; (ii) passed
judgment over the merits or fairness of the Offer; or (iii) passed
judgment upon the adequacy or accuracy of the disclosure in this
announcement nor the Offer Document.
Information relating to TSB Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by TSB Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from TSB may be provided to Sabadell during the
Offer Period as required under Section 4 of Appendix 4 to the
Code.
Publication on website
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Sabadell's website at
www.sabadelltsbinfo.com and on TSB's website at
www.tsb.co.uk/investors/sabadell-offer-information/ by no later
than 12 noon (London time) on the Business Day following the date
of this announcement. For the avoidance of doubt the contents of
those websites are not incorporated, and do not form part of, this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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