Q7.
A7.
Q8.
A8.
Surely Lloyds will be an irritant to KSB if the latter gained control of Midland and Lloyds retained a shareholding of about 10%?
That is something for HKSB's and Midland's shareholders. On its own a shareholding of 10% is unlikely to be an irritant. [If pressed] Lloyds would in practice only be able to be an irritant to HKSB if the latter had less than 75% of the shares and Lloyds was supported by
Concern about a Midland's other shareholders. hypothetical situation such as this did not provide sufficient grounds for turning down Lloyds' request.
Would any shares acquired by Lloyds Bank and its associates under this consent be in addition to shares held under discretionary management?
Yes.
The consent makes it clear that the shares that Lloyds and its associates can acquire in Midland are in addition to any shares it might hold under discretionary management (i.e those shares acquired in the ordinary course of business which are subject to the consent that has already been given).
Q9. Would the shareholding allowed under this consent enable Lloyds to call a meeting of Midland's shareholders?
A9.
No. The terms of the special consent allow Lloyds Bank to acquire shares in Midland providing that its shareholdings and those of its associates in aggregate do not amount to 10% or more of Midland's total share capital (rather than amounting to up to 10% which had been requested by Lloyds). The reason for this is that a 10% holding would give Lloyds the right to call a shareholders' meeting (which would not seem appropriate during the course of the MMC investigation).
S00
CADIMOD NOLIDWOO) 10
95:60
26/90/50
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