Response to Abbey National

Lloyds TSB Group PLC 13 December 2000 Not for release, publication or distribution in or into the United States, Canada, Australia or Japan FOR IMMEDIATE RELEASE DETAILS OF LLOYDS TSB GROUP PLC'S ('LLOYDS TSB') PROPOSAL TO ABBEY NATIONAL PLC ('ABBEY NATIONAL') Lloyds TSB is disappointed that Abbey National has rejected its proposal without choosing to discuss the proposal with Lloyds TSB. The issues Abbey National raised were shareholder value, synergy deliverability and regulatory risk. In reaction to these issues, Lloyds TSB is convinced that: * The value created for Abbey National shareholders by Lloyds TSB's proposal would be significantly greater than that available from either a merger of Abbey National and Bank of Scotland or Abbey National remaining independent, and represents full value for Abbey National. Significant value would be created for Lloyds TSB shareholders. * Lloyds TSB has a proven track record in delivering synergies from the merger between Lloyds Bank and TSB and from other transactions. * The markets in which Lloyds TSB and Abbey National operate are very competitive and Lloyds TSB would put a submission to the competition authorities for their consideration at the appropriate time. Abbey National reportedly has been prepared to consider a nil-premium merger with Bank of Scotland, yet regards a 40 per cent. premium from Lloyds TSB as unacceptable. Similarly, despite Lloyds TSB's proven track record in merger integration and in meeting synergy promises, Abbey National has queried its ability to deliver. Neither Abbey National nor Bank of Scotland has ever undertaken an integration on anything like the scale they are considering. Lloyds TSB will now consider the reaction of shareholders to the position adopted by Abbey National's Board and any announcement by Abbey National relating to Bank of Scotland. Accordingly, Lloyds TSB continues to keep its options open. Lloyds TSB's proposal for a transaction with Abbey National was made to the Board of Abbey National in a letter dated 11 December 2000. The key points of the proposal were as follows: * Abbey National shareholders would be offered 1.5 Lloyds TSB shares plus 260 pence in cash per Abbey National share. Following the transaction, Abbey National shareholders would hold 28 per cent. of the shares of the enlarged company and would receive £3.8 billion in cash on a fully diluted basis. * On the basis of the Lloyds TSB closing price of 718p on 2 November 2000 (the day before Abbey National announced it had approached Bank of Scotland regarding a possible acquisition, since when the share prices of both Lloyds TSB and Abbey National have been affected by speculation about a transaction), the proposal values each Abbey National share at 1,337p. This represents a premium of 38 per cent. over the 2 November 2000 closing price of Abbey National shares of 969p. On the basis of the average closing prices for Lloyds TSB and Abbey National for the one month period prior to 3 November 2000, Lloyds TSB's proposal would represent a premium of 40 per cent. * Abbey National shareholders would own approximately 28 per cent. of the combined group and would therefore benefit additionally from the substantial synergies that would be generated as a result of the transaction. * The combination of Lloyds TSB and Abbey National would enable Lloyds TSB to create substantial value for both sets of shareholders. Lloyds TSB has identified substantial cost savings, the majority to come from integrating processing, administrative and back office operations. In addition, Lloyds TSB has identified significant revenue enhancements, which it believes to be at least equivalent to those which a combination between Abbey National and Bank of Scotland may generate. Experience suggests that discussions with Abbey National might lead to the identification of further synergies. * Lloyds TSB estimates that the combination of Lloyds TSB and Abbey National would lead to earnings accretion (before goodwill amortisation and implementation costs) for Lloyds TSB shareholders in the second year after completion of the transaction.* Lloyds TSB's performance since the merger of Lloyds Bank and TSB in 1995 demonstrates its ability to add substantial value through in-market consolidation. Between 1995 and 1999 Lloyds TSB reduced its expense base by over £400 million and its efficiency ratio improved from 60 per cent. to 43 per cent. This strong cost management combined with 6 per cent. compound annual growth in revenue have been the main contributors to the delivery of 30 per cent. compound annual growth in economic profit over the same period. The transaction would be consistent with Lloyds TSB's intention to participate in UK consolidation and in line with the Lloyds TSB strategy of creating real value for shareholders and customers by advancing our stated aims of being a leader in our chosen markets, being first choice for our customers and driving down day to day operating costs to support further investment for growth. The combination of Lloyds TSB and Abbey National would greatly enhance productivity and the ability to deliver value to shareholders and customers. Lloyds TSB also believes the proposal is consistent with its intention to pursue international opportunities, as the combination of the two companies would create a stronger platform. Other key points include: * Abbey National personal customers who currently use Abbey National's 722 branches would also be able to use more than 2,200 Lloyds TSB branches. * Lloyds TSB intends to retain the Abbey National brand and would maintain Abbey National's presence on the high street, with no Abbey National branch closures as a result of the merger, for at least two years. * Following the transaction, Lloyds TSB would extend its stated commitment not to close the last branch in town to Abbey National branches and intends to extend its agency agreement with the Post Office to include Abbey National customers. * It is envisaged that, although the merger would result in a reduction in the number of employees of the combined group, this would be achieved mainly through normal staff turnover and with minimal compulsory redundancies, as was Lloyds TSB's experience following the merger of Lloyds Bank and TSB. Normal staff turnover of Lloyds TSB is currently approximately 9 per cent. per annum. * Lloyds TSB is already the largest corporate giver in the UK. Since the merger of Lloyds Bank and TSB, the Lloyds TSB Foundations have received £99 million, including £31 million in the year 2000, to distribute to charities. Based on present levels of profits, the merger would lead to the Foundations receiving an additional £15 million per annum. Enquiries Lloyds TSB Group plc Investor Relations Kent Atkinson 020 7356 1436 Group Finance Director E-mail: kent.atkinson@ltsb-finance.co.uk Michael Oliver 020 7356 2167 Director of Investor Relations E-mail: michael.oliver@ltsb-finance.co.uk Media Terrence Collis 020 7356 2078 Director of Group Corporate Communications E-mail: terrence.collis@lloydstsb.co.uk Financial advisers: J.P. Morgan Terry Eccles 020 7325 4169 Merrill Lynch Matthew Greenburgh 020 7573 1410 Corporate brokers: Hoare Govett Peter Meinertzhagen 020 7678 8000 Schroder Salomon Atholl Turrell 020 7986 1283 Smith Barney Merrill Lynch International and J.P. Morgan Securities Ltd., which are regulated in the United Kingdom by The Securities and Futures Authority Limited, are acting for Lloyds TSB and no-one else in connection with the possible transaction described in this announcement and will not be responsible to anyone other than Lloyds TSB for providing the protections afforded to the customers of Merrill Lynch International and J.P. Morgan Securities Ltd., nor for giving advice in relation to such possible transaction. This announcement does not constitute an offer or an intention to make an offer for Abbey National or create any obligation or commitment on Lloyds TSB and should not be interpreted as constituting evidence of a decision whether or not to make an offer. * The statement relating to earnings accretion should not be interpreted to mean that the earnings per share of Lloyds TSB for the current or future financial years will necessarily match or exceed the historical published earnings per share of Lloyds TSB. Bases And Sources Of Information 1. Unless otherwise stated, financial and other information concerning Lloyds TSB and Abbey National has been extracted or derived from interim statements, preliminary results and the annual reports and accounts of each company for the relevant periods, or from other published sources or from Lloyds TSB management sources. 2. References to historic share price performance have been extracted from Datastream or the Daily Official List. 3. The statement (i) that Abbey National customers have access to 722 Abbey National branches is derived from Abbey National's interim results for the six months ended 30 June 2000; and (ii) that they would have access to more than 2,200 Lloyds TSB branches is derived from Lloyds TSB management sources. 4. The statement that Lloyds TSB is already the largest corporate giver in the UK is derived from Smythe, J., and Casson, D., 'The Guide to UK Company Giving - 1999 Edition'. 5. The statement that, based on present levels of profits, the merger would lead to an additional £15 million per annum in contributions to charity is based on Abbey National's reported profits before tax and extraordinary items as derived from Abbey National's annual report and accounts for the years ended 31 December 1997, 1998 and 1999 and assumes a contribution rate of 1% which is equivalent to that at which Lloyds TSB currently contributes.
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