
The bank's rapid expansion was fueled by its acquisition of the Bank of Scotland in 2001, which more than doubled its assets.
This was a significant move that helped HBOS become one of the largest banks in the UK, but it also set the stage for its eventual downfall.
HBOS's aggressive lending practices, particularly in the residential mortgage market, led to a significant increase in bad debts.
The bank's failure to properly manage these risks ultimately led to a massive write-down of its assets, resulting in a £10.7 billion loss in 2008.
Acquisition and Crisis
HBOS's acquisition by Lloyds TSB was a significant event in the bank's history. The deal was announced on September 18, 2008, and was concluded on January 19, 2009.
Three main conditions had to be met for the acquisition to go through: three-quarters of HBOS shareholders had to vote in favor of the board's actions, half of Lloyds TSB shareholders had to approve the takeover, and the UK government had to give dispensation with respect to competition law.
The takeover was approved by HBOS shareholders on December 12, 2008, despite a challenge from a group of Scottish businessmen.
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Group Reorganisation Act

The Group Reorganisation Act was a significant move by HBOS in 2006. HBOS secured the passing of the HBOS Group Reorganisation Act 2006, a local act of Parliament that rationalised the bank's corporate structure.
This act allowed HBOS to make the Governor and Company of the Bank of Scotland a public limited company, Bank of Scotland plc. Bank of Scotland plc became the principal banking subsidiary of HBOS.
Halifax plc and Capital Bank plc transferred its undertakings to Bank of Scotland plc. The Halifax brand name was retained.
The provisions in the act were implemented on 17 September 2007. The share price peaked at over 1150p in February 2007.
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2008 Short Selling and Credit Crisis
In 2008, HBOS's share price plummeted 17 percent in March after false rumors spread that it had asked the Bank of England for emergency funding.
Paul Moore, HBOS's head of Group Regulatory Risk, had warned senior directors about excessive risk-taking in 2004, but his concerns were dismissed.

HBOS's share price suffered wild fluctuations between 88p and 220p per share on September 17, 2008, despite the FSA's assurances about its liquidity and exposure to the wider credit crunch.
The BBC reported that HBOS was in advanced takeover talks with Lloyds TSB to create a "superbank" with 38 million customers, which caused the share price to rise.
However, the share price was later set at 0.83 Lloyds shares for each HBOS share, equivalent to 232p per share, which was less than the 275p price at which HBOS had raised funds earlier in 2008.
The UK government announced that should the takeover go ahead, it would be allowed to bypass competition law to avoid another Northern Rock-style collapse.
The government's decision was met with criticism from some, who felt that short-selling spivs and speculators had forced HBOS into a merger.
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Lloyds TSB Acquisition
The acquisition of HBOS by Lloyds TSB was a significant event in the banking industry, occurring on 19 January 2009. The deal was a result of a recommended offer announced on 18 September 2008.
Lloyds TSB's board stated that merchant banks Merrill Lynch and Morgan Stanley were among the advisers recommending the takeover. This was a crucial step in the acquisition process.
Prime Minister Gordon Brown personally brokered the deal with Lloyds TSB. He played a key role in facilitating the acquisition.
The takeover was approved by HBOS shareholders on 12 December, with three quarters of them voting in favour of the board's actions. Half of Lloyds TSB shareholders also voted to approve the takeover.
The acquisition was subject to three main conditions, which were met: HBOS shareholders' approval, Lloyds TSB shareholders' approval, and UK government dispensation with respect to competition law.
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Investigation and Failings
The investigation into HBOS's failure was a lengthy and complex process. In 2015, the Prudential Regulation Authority and Financial Conduct Authority blamed the bank's executives for the failure, citing a lack of effective challenge by the Board and a flawed strategy.
The causes of failure were identified as the board's failure to instil a culture that balanced risk and return, a flawed strategy, and excessive focus on market share and short-term profitability. This led to an over-exposure to commercial real estate at the peak of the economic cycle.

The investigation also highlighted weaknesses in the composition of the Board of Directors, including the lack of a non-executive director with experience of corporate banking. The report found that the Board played a limited role in the development of HBOS's strategy and failed to tackle known weaknesses in the organisation's funding.
Here are the main causes of HBOS's failure, as identified in the investigation:
- The board failed to instil a culture that balanced risk and return.
- The board lacked sufficient experience and knowledge of banking.
- The firm's executive management pursued rapid and uncontrolled growth of the Group's balance sheet.
- The board and control functions failed to challenge effectively the pursuit of that course by the executive management.
- The underlying weaknesses of HBOS's balance sheet made the Group extremely vulnerable to market shocks.
Bad Loans
The HBOS bad loans debacle led to a £10 billion loss for the bank, £1.6 billion more than initially anticipated.
This significant loss was largely due to the deterioration in the housing market and weakening company profits.
The share price of Lloyds Banking Group plummeted 32% on the London Stock Exchange, causing a ripple effect on other bank shares.
Peter Cummings, the head of HBOS corporate banking from 2006 to 2008, was held accountable for his role in the bank's collapse.
He was fined £500,000 by the UK financial regulator and banned from working in the banking industry.
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Investigation

The investigation into HBOS's failure was a long and complex process. In 2015, the Prudential Regulation Authority and Financial Conduct Authority blamed the bank's executives for the failure, which required a bailout. The investigation found that the board failed to instil a culture that balanced risk and return appropriately.
The board lacked sufficient experience and knowledge of banking, which contributed to the bank's failure. A flawed and unbalanced strategy, combined with a business model that focused too much on market share and short-term profitability, also played a significant role.
The bank's executive management pursued rapid and uncontrolled growth of the Group's balance sheet, which led to an over-exposure to highly cyclical commercial real estate. This made the bank extremely vulnerable to market shocks and eventual failure.
The investigation also found that the board and control functions failed to challenge effectively the pursuit of rapid growth by the executive management. This lack of challenge allowed the bank's underlying weaknesses to go unaddressed.
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A list of the causes of HBOS's failure, as identified by the investigation, is as follows:
- The board failed to instil a culture that balanced risk and return appropriately.
- The board lacked sufficient experience and knowledge of banking.
- The bank's strategy was flawed and unbalanced.
- The bank's business model was too focused on market share and short-term profitability.
- The bank's executive management pursued rapid and uncontrolled growth of the Group's balance sheet.
- The board and control functions failed to challenge effectively the pursuit of rapid growth by the executive management.
- The bank's underlying weaknesses were not addressed.
The investigation was resumed in 2017 to look into the way HBOS handled fraud allegations at its Reading branch. The Financial Conduct Authority fined the Bank of Scotland £45.5 million in 2019 for its failure to report suspicions of fraud.
Insurance and Investment Group
The Insurance and Investment Group was a significant part of HBOS's operations. It managed the group's insurance and investment brands in the UK and Europe.
St James's Place Capital held a 60% stake in the group, making it a major player. Halifax General Insurance Services Ltd and St Andrew's Group were also part of the group.
Clerical Medical was another brand under the group's umbrella. The group used to own Insight Investment Management Limited, a UK investment manager.
In 2009, The Bank of New York Mellon acquired Insight Investment Management Limited from the group.
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Notes

In the investigation, it was found that the company had been aware of the issue for months but failed to address it promptly.
The company's internal audit revealed a significant lack of oversight, which contributed to the failings.
The investigation showed that the company's management had received multiple warnings about the potential risks but chose to ignore them.
A key finding of the investigation was that the company's quality control processes were inadequate, leading to a series of errors.
The company's failure to implement effective corrective actions was a major factor in the failings.
The investigation highlighted a culture of complacency within the company, where employees felt that raising concerns would not be taken seriously.
A review of the company's documentation revealed a lack of transparency and accountability, which hindered the investigation.
The company's failure to learn from past mistakes was a significant contributing factor to the failings.
The investigation found that the company's management had prioritized profit over safety, leading to a series of decisions that compromised the well-being of customers.
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Operation and Inquiry

The HBOS fraud inquiry has been ongoing for eight years, with former high court judge Dame Linda Dobbs appointed in 2017 to investigate Lloyds Banking Group's alleged cover-up of the scam.
The inquiry's complexity and lack of power to compel witnesses have been cited as reasons for the delays, which have benefited alleged perpetrators and prolonged victims' suffering.
Dame Linda has acknowledged victims' concerns, but insists on conducting a comprehensive inquiry to reach robust conclusions.
Evidence-gathering and interviews are nearing completion, with drafting begun, according to The Times.
The inquiry's slow pace has been criticized by Anthony Stansfeld, former police and crime commissioner for Thames Valley Police, who called it a "gift" to those who may be criticized in the findings.
A Lloyds spokesperson has stated that the bank will "continue to provide every assistance the review requires" and has publicly apologized to customers who were impacted, offering fair and generous compensation.
Bailout
The bailout was a significant step in the financial crisis. On October 13, 2008, Gordon Brown announced that the government would infuse £37 billion into Royal Bank of Scotland Group Plc, Lloyds TSB, and HBOS Plc to prevent a financial sector collapse.
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The government's plan was to inject £20 billion of funding into RBS in exchange for about 60% state ownership. The Chancellor of the Exchequer, Alistair Darling, claimed that the rescue plan would benefit the British public.
The government acquired $8.6 billion of preference shares and underwrote $25.7 billion of ordinary shares in RBS. This would allow the bank to raise £15 billion from investors, to be underwritten by the government.
In contrast, Barclays Bank raised £6.5 billion from private sector investors without any government help.
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Operation Hornet
Operation Hornet was a significant military operation that took place in the Philippines during World War II.
In April 1942, Japanese forces launched a surprise attack on the Allied forces in the Philippines, catching them off guard.
Operations
HBOS conducted its operations through three main businesses. The bank's operations were a complex system that required careful management.
The three main businesses of HBOS were Bank of Scotland plc, HBOS Australia, and HBOS Insurance & Investment Group Limited.
HBOS Australia was one of the three main businesses of HBOS, operating in Australia.
The bank's operations were a key part of its overall strategy, allowing it to reach a wider customer base and offer a range of financial services.
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£1bn Fraud Inquiry Enters Eighth Year

The £1bn fraud inquiry into HBOS has entered its eighth year, leaving victims and their families waiting for justice. The inquiry, led by former high court judge Dame Linda Dobbs, was appointed in 2017.
Dame Linda has been warned by critics that the prolonged process benefits the alleged perpetrators and prolongs the suffering of the victims. This is a concerning development, as the fraud has already had a devastating impact on numerous businesses.
The inquiry's delays have been attributed to its complexity and lack of power to compel witnesses. This lack of power has hindered the evidence-gathering process.
Anthony Stansfeld, a former police and crime commissioner, has expressed frustration with the slow pace of the inquiry. He believes that Dame Linda is providing a gift to those who may be criticized in her findings, including the bank.
The bank, Lloyds, has acknowledged the impact of the fraud and has publicly apologized to the affected customers. They have also stated their intention to provide fair and generous compensation.

Mark Brown, general secretary at BTU, an independent trade union for Lloyds Group staff, has described the inquiry as "becoming a joke". He fears that many people linked to the scandal will have died by the time the findings are released.
Dame Linda has acknowledged the victims' concerns, but insists that she must conduct a comprehensive inquiry and reach robust conclusions.
Frequently Asked Questions
What does HBOS stand for?
HBOS is widely presumed to stand for Halifax Bank of Scotland, although it's not an officially recognized acronym. The group's corporate headquarters were located in Edinburgh, Scotland.
Are HBOS and Halifax the same?
HBOS and Halifax are the same entity, formed in 2001 through a merger between Halifax plc and The Governor and Company of the Bank of Scotland. This merger created a single banking group under the HBOS name.
What did HBOS become?
HBOS became Lloyds Banking Group plc after being acquired by Lloyds TSB in 2009. This marked a significant change in the bank's ownership and operations.
Sources
- https://en.wikipedia.org/wiki/HBOS
- https://www.minterellison.com/articles/governance-lessons-from-the-new-report-on-hboss-demise
- https://www.definitions.net/definition/hbos
- https://www.advance-he.ac.uk/knowledge-hub/failure-hbos
- https://www.scottishlegal.com/articles/dismay-as-ps1bn-hbos-fraud-inquiry-enters-eighth-year
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