Tsb Bnk Grp Share Discussion Threads

[davenash] 21/5/2015 17:53

Part of RNS Release 18/05/2015

Offer Update – Satisfaction of EU Merger Regulation Condition

Sabadell is pleased to announce that it has today received clearance under the EU Merger Regulation from the European Commission, meaning that the Condition relating to European Commission clearance has now been satisfied.

Good for them!

Still waiting for our money though... Sigh....

[davenash] 17/5/2015 00:26

I suspect that Lloyds wont make bonus payment until 25th June as stated in the original IPO.

Happy to be proved wrong though!!

[leadersoffice] 16/5/2015 20:56

Yes, those who bought and held will have the bonus shares credited and then the takeover price of £3.40. Cheques/Accounts should be credited this coming week.

[ajmace] 16/5/2015 15:03

So it does not matter whether we accept or not. We will just get paid the same.

What about the bonus shares? Was this issue properly dealt with?
(I have been away for 5 weeks).

[davenash] 15/5/2015 11:35

Got bored with total lack of information, so I did some digging.

If you go to TSB Investor Relations - News Releases

www.tsb.co.uk/news-releases/sabadell-offer/

Click on the link at the bottom of the first section & agree to their terms
(View full details on our RNS Feed)
You should get to this PDF file which was released on the 8th May -

www.tsb.co.uk/investors/sabadell-offer-information/offer-unconditional-as-to-acceptances.pdf

So on the 8th - Sabadell owned or had acceptances of offer which represent 81.23% of shares in TSB.

[nick159357] 15/5/2015 10:02

So... has this offer been declared 'wholly unconditional‘ ?
Which would mean we should get our money by the end of next week.

[harvester] 11/5/2015 14:57

Your guess is as good as mine.
My guess is it still falls under cgt but not income tax

[rahosi] 11/5/2015 13:56

Mere mortals have been left to guess. None of the official published docs offer any info. Similarly the various media have not visited this topic.

1 & 2 OK. no actual date or indication of a likely date, as I thought.

Re 3, all I found in the original prospectus was a far from lucid
Taxation of Capital Gains
Receipt of Bonus Shares
If a shareholder who meets the relevant qualification criteria in respect of the Bonus Share Scheme receives one or more Bonus Shares under the scheme, then for the purposes of UK taxation of chargeable gains, that receipt is likely to give rise to a deemed part disposal by the shareholder of the Ordinary Shares already held by the shareholder by virtue of which the Bonus Shares are acquired.
Any such deemed disposal may give rise to a chargeable gain for the shareholder, subject to the availability of exemptions or reliefs and depending on the shareholder’s circumstances. A tax liability could therefore arise on the receipt of the Bonus Shares, even though no cash amount will be received by the shareholder.

In the case of the compensation in lieu of the bonus, would that be 'pure profit'?

[harvester] 11/5/2015 13:20

Re :2) As I understand it , the bonus scheme for long-term holders under the ipo offer is due on 25/6/15 and probably not affected by the take-over .
Re: 1)The offer period started on 12th March and there are critical dates after that date under the city takeover code .
8th May was the First closing date . By that date there were 71.23+9.99% = 81.23% acceptances falling short of the 90% required for compulsory purchase of remaining shares to squeeze out a dissenting minority (like myself !!!) .
On that basis the offer was declared unconditional by Sabadell as to acceptances but , as I understand it , not yet unconditional in all respects .
Sabadell has the opportunity to extend the period for accepting the offer of 340/Tsb share with approval of the take-over panel by 28 days . That requires the issue of a revised offer document and publication thereof . No revision of the offer can be made after day 46 .
Sabadell can delist the shares from the LSE 20 days after giving notice when the offer has become unconditional in all respects . A certificate has to be issued confirming that the offer has been declared unconditional .
Sabadell also have reserved the right to implement the offer by a scheme of arrangement which has different rules and deadlines .
That does not fully answer your question No 1 but some indication of the likely delays and complexity of the process .
Re: 3) I presume for UK residents there is a potential CGT liability subject to the usual exemption limits .
The offer lapses at certain critical dates such as day 60 after which it can not be declared unconditional .
If the offer has not been declared unconditional by 29th May and there is a revision then any beneficial revision (unlikely) will be made available to shareholders who have already accepted the 340/share offer as far as I can tell.
All very complicated and really needs somebody working in the City and good understanding (better than mine) of the take-over rules !!!

[rahosi] 11/5/2015 12:37

Have searched extensively to try & establish
1) when TSB shareholders will be paid
2) when we will receive the Lloyds Bonus compensation (taking Sabadells takeover into consideration).
3) the CGT liability on the bonus compensation.

Any enlightenment?

[harvester] 09/5/2015 16:01

To answer my own questions:

hxxp://www.traverssmith.com/media/1134836/publictoprivate110912.pdf

I am surprised that there has been so little scrutiny of the takeover (presumably by scheme of arrangement) . The offer price was not that generous and TSB as an ultra-safe bank had good prospects which will now benefit the private equity owners, not the TSB shareholders .

[harvester] 09/5/2015 15:18

I have not accepted the offer and would be happy to hold the shares if it fails.
Do they need 90% acceptances before it can be declared unconditional ?
I suspect that is the case . Presumably that is the reason why the offer has been accepted .
If they need 90% acceptances before they can take the co private then they may have to improve the offer if they fail to get the 90% . ???
Can anyone confirm ??

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[gbcol] 09/5/2015 12:43

On my offer details through Hargreaves Lansdown I was told the following

"Any acceptance must be received in this office by noon Wednesday 6 May 2015. If you return an acceptance by the deadline given, and the Offer is declared “wholly unconditional” (i.e. is successful), the resulting cash will be credited to your Vantage Fund & Share Account within 14 days of the announcement."

So will the extension by Sabadell for acceptances mean that those that have already accepted will get paid out or will we all have to wait until final closure?

[linhur] 08/5/2015 22:56

Announcement 6.30pm Friday night. At first closing date today Friday 8 May 2015 offer has gone unconditional as to acceptances at 81.23%. Offer is still open for acceptance and 14 days notice will be given before final closure.

[redartbmud] 08/5/2015 16:37

Still showing on my Hargreaves portfolio, with a marker Assd Cash Acceptance, cannot be traded on line.

[davenash] 08/5/2015 15:18

Mine too. Disappeared from Halifax Share Dealing account.

I assume that means the sale has gone through, just waiting for the funds from the sale to show up.....

[puffintickler] 08/5/2015 12:17

TSB has disappeared off my broker portfolio completely.

[m welsh] 07/5/2015 12:54

Just checked my Barclays share dealing account and TSB is shown a price of £40 per share and you can't deal in the stock temporary !!, strange

[rick the spark] 24/4/2015 19:45

Thanks puffintickler,

Email arrived this afternoon, sorted now.

Rick.

[puffintickler] 24/4/2015 08:46

Rick

Yes, they certainly should. Mine did within a day of the RNS.

[redartbmud] 23/4/2015 15:13

Rahosi

It will stay there until the deal is completed.

[rahosi] 23/4/2015 14:16

XO. I received my letter yesterday / Wednesday, signed, scanned emailed & acknowledged it 12:20. However the holding is still showing on my portfolio.