Lloyds Wins Suit Over HBOS Takeover During Credit Crunch

(Bloomberg) -- Lloyds Banking Group Plc won a landmark lawsuit Friday over its decision to take over the ailing HBOS Plc a decade ago -- a turbulent chapter that “deeply troubled” senior executives and ultimately contributed to Lloyds having to seek a government bailout.

The U.K. government didn’t pressure Lloyds into making the offer, Judge Alastair Norris said in his ruling. While Lloyds’ investor documents should have informed shareholders about the central bank’s crucial emergency funding program for HBOS at the time of the takeover, it wasn’t enough to mislead, he said.

“The majority who approved the acquisition did not do so under some misapprehension of the position,” Norris said in the ruling, which ran to roughly 150,000 words. “They knew the course recommended unanimously by the board. They knew the risks identified by the board. They knew that the board assessed the chance of advantage as outweighing the risk inherent in the transaction.”

The London lawsuit rekindled interest in the U.K. response to the global financial crisis and heard testimony from Lloyd’s executives as well as the head of the financial regulator. Around 6,000 investors sued the lender for as much as 600 million pounds ($773 million), accusing managers of deliberately misleading shareholders into accepting the deal.

Lloyds was forced to take a 20.5 billion-pound bailout after the purchase, while other lenders accepted rescue packages or sought outside funding to strengthen their balance sheets as loans soured.

For the Lloyds board, the takeover was “once-in-a-lifetime” opportunity to expand with a deal that under ordinary circumstances would’ve been blocked by regulators. Ex-CEO Eric Daniels, who left Lloyds in 2011, said that the British Prime Minister Gordon Brown suggested to the bank’s chairman at a cocktail party that it would ease the competition issues to ensure a deal.

Lloyds rejected any accusation of wrongdoing in its representation of the deal to shareholders and said the due diligence it did prior was “adequate” and indeed “more extensive than normal.”

“Throughout this process, the group has sought to act in the interests of our shareholders,” a spokeswoman said in an emailed statement.

Representatives for the investors said they were considering an appeal.

“The decision of the judge is a bitter disappointment to thousands of Lloyds shareholders many of whom have been left destitute by the acquisition of HBOS,” Wayne Kitcat of the investors’ client committee said in a statement. “The judge’s decision seems to be characterized by giving the benefit of the doubt to the directors. This smacks of the elite getting away with it again.”

Alongside Daniels, former Chairman Victor Blank was also questioned during the trial. The executive said he was “deeply troubled” upon learning of HBOS’s funding issues days after striking a deal. He said that he only became aware of the bank’s inability to access Bank of England funding after Lloyds had already announced its plans to buy HBOS.

The judge said that Blank did know that HBOS had access to emergency funding. The board “never squarely faced” the issue, he said.

Hector Sants, the former head of the U.K. financial regulator, also gave evidence.

The claimants, which include around 300 pension and investment funds, accused Lloyds of “secretly” making a 10 billion-pound loan facility available to HBOS and that the bank received billions in “covert” financial support from the Bank of England and the U.S. Federal Reserve.

To contact the reporter on this story: Jonathan Browning in London at jbrowning9@bloomberg.net

To contact the editor responsible for this story: Anthony Aarons at aaarons@bloomberg.net

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