TIDMLLOY TIDM94WP
RNS Number : 8349H
Lloyds Banking Group PLC
12 June 2017
12 June 2017
LLOYDS BANK PLC COMMENCES A CASH TER OFFER FOR CERTAIN OF ITS
OUTSTANDING NOTES
Lloyds Bank plc (the "Offeror") has today launched respective
non-U.S. and U.S. tender offers to repurchase selected senior debt
securities (total pool of approximately GBP6 billion equivalent).
The offers will run concurrently.
USD Tender Offer
The Offeror has today launched a tender offer (the "Offer") to
purchase for cash any and all of certain series of U.S. dollar
denominated notes issued by the Offeror and guaranteed by Lloyds
Banking Group plc set out in the table below (the "Notes").
The Offer is being made on the terms and subject to the
conditions set out in the Offer to Purchase dated 12 June 2017 (the
"Offer to Purchase") and the related Notice of Guaranteed Delivery
(together, the "Offer Documents"). Capitalised terms not otherwise
defined in this announcement have the same meaning as in the Offer
to Purchase.
Purpose of the Offer
The Offeror is making the Offer in order to provide the holders
of the Notes with an opportunity to have their Notes repurchased
while maintaining a prudent approach to the management of the
Group's funding and liquidity base.
The Group continues to maintain a strong liquidity and capital
position, reducing the requirement for wholesale funding in 2017.
The Group currently envisages focusing on modest incremental senior
unsecured issuance from Lloyds Banking Group plc.
Going forward, the Group will continue to assess issuance
opportunities for senior unsecured debt from both Lloyds Bank plc
and Lloyds Banking Group plc to meet the Group's annual wholesale
funding requirements. The Offer is not conditional upon any such
future capital markets issuance activity, but the Group reserves
the right to issue new debt securities from time to time, including
during the term of the Offer.
Terms of the Offer
The Offeror is offering to purchase for cash, on the terms and
conditions described in the Offer to Purchase, any and all of the
outstanding Notes set out in the table below.
Fixed Bloomberg
Principal Spread Reference U.S. Treasury Reference
Notes ISIN/CUSIP Amount Outstanding (bps) Security Page
---------------- ------------- ------------------- ------- ------------------------- ----------
2.350% Senior 1.250% U.S. Treasury
Notes due 2019 Security due May
(Series 1) US53944VAB53 $466,152,000 60 31, 2019 PX1
53944VAB5
2.400% Senior 1.500% U.S. Treasury
Notes due 2020 Security due May
(Series 2) US53944VAE92 $466,899,000 55 15, 2020 PX1
53944VAE9
3.500% Senior 2.375% U.S. Treasury
Notes due 2025 Security due May
(Series 3) US53944VAH24 $515,222,000 70 15, 2027 PX1
53944VAH2
The Offer will expire at 5:00 p.m., New York City time, on 20
June 2017, unless extended (such date and time, as the same may be
extended, the "Expiration Deadline") or earlier terminated.
Purchase Price; Accrued Interest
The Purchase Price for each $1,000 principal amount of each
Series of Notes validly tendered and not validly withdrawn at or
prior to the Expiration Deadline and accepted for purchase by the
Offeror will be equal to an amount (rounded to the nearest cent)
that would reflect, as of the Settlement Date, a yield to the
maturity date of such Series of Notes equal to the sum of (i) the
Reference Yield for such Series of Notes, plus (ii) the Fixed
Spread set forth in the table above.
In addition to the Purchase Price, holders of Notes accepted for
purchase pursuant to the Offer, will also receive accrued and
unpaid interest on each $1,000 principal amount of such Notes
(rounded to the nearest $0.01 with $0.005 being rounded upwards)
from the last interest payment date up to, but not including, the
Settlement Date (as defined below) (the "Accrued Interest").
Settlement
Unless the Offer is extended, reopened or earlier terminated,
payment of the Purchase Price, plus any Accrued Interest, to
holders of Notes that are accepted for purchase is expected to be
made on June 23, 2017 (the "Settlement Date").
Offer Conditions
The Offer is not conditional upon any minimum amount of Notes
being tendered. However, the Offer is conditional upon the
satisfaction or waiver of certain conditions described in the Offer
to Purchase.
Withdrawal Rights
Notes tendered pursuant to the Offer may be withdrawn at any
time before the earlier of (i) the Withdrawal Deadline and (ii) if
the Offer is extended, the 10th Business Day after the commencement
of the Offer. Notes tendered pursuant to the Offer may also be
withdrawn at any time after the 60th Business Day after
commencement of the Offer if, for any reason, the Offer has not
been consummated within 60 Business Days of commencement.
The relevant deadline set by the relevant Clearing System or any
intermediary for the submission of Tender Instructions may be
earlier than the deadlines set out herein.
Concurrent Non-U.S. Offer
Concurrently with the Offer, the Group is launching a capped
tender offer in respect of certain of Lloyds Bank plc's outstanding
euro and pound sterling denominated debt securities (the "Non-U.S.
Offer"). The Non-U.S. Offer is not open to any holder of such
securities that is a U.S. resident and is not being made pursuant
to the Offer to Purchase. Holders may not tender any securities in
the Offer other than the Notes specified in the table above.
Indicative Timetable
The following table sets out the expected dates and times of the
key events relating to the Offer. This is an indicative timetable
and is subject to change.
Events Dates and Times
------------------------------------------- ------------------------------------
Commencement Date
Offer announced. Offer to Purchase 12 June 2017
made available to holders of Notes.
Price Determination Date
The time at which the Reference Yield 11:00 a.m., New York City time,
for each relevant Series of Notes on 19 June 2017, unless otherwise
will be determined by the Dealer extended
Manager.
Withdrawal Deadline
The deadline for holders to validly 5:00 p.m., New York City time,
withdraw Notes tendered before this on 20 June 2017, unless otherwise
date and time, unless otherwise extended. extended
Expiration Deadline
The deadline for holders to tender 5:00 p.m., New York City time,
Notes pursuant to the Offer in order on 20 June 2017, unless otherwise
to qualify for payment of the Purchase extended
Price plus any Accrued Interest.
Settlement Date
Payment of the Purchase Price, plus Expected on 23 June 2017, unless
any Accrued Interest, for all Notes otherwise extended
validly tendered and not validly
withdrawn and accepted for purchase
pursuant to the Offer.
The times and dates above are subject, where applicable, to the
right of the Offeror to extend, re-open, amend, limit, terminate or
withdraw the Offer, subject to applicable law. Accordingly, the
actual timetable may differ significantly from the expected
timetable set out above.
Holders should confirm with the bank, securities broker or any
other intermediary through which they hold their Notes whether such
intermediary needs to receive instructions from a holder before the
deadlines specified above in order for that holder to be able to
participate in, or withdraw their instruction to participate in,
the Offer.
FURTHER INFORMATION
Copies of the Offer Documents are available at the following web
address: https://portal.lucid-is.com
Requests for additional copies of the Offer Documents and
information in relation to the procedures for tendering should be
directed to:
Tender Agent
Lucid Issuer Services Limited Email: lloydsbank@lucid-is.com
Paul Kamminga / Arlind Bytyqi Telephone: + 44 (0) 20 7704 0880
Investor Relations
Douglas Radcliffe Email: douglas.radcliffe@finance.lloydsbanking.com
Group Investor Relations Director Telephone: +44 (0) 20 7356 1571
Dealer Manager
Lloyds Securities Inc. U.S. Toll-Free: +1 (855) 400-6511
Collect: +1 (212) 827-3105
Email: liability.management@lloydsbanking.com
Attn: Liability Management Group
DISCLAIMER
This announcement and the Offer to Purchase (including the
documents incorporated by reference therein) contain important
information which should be read carefully before any decision is
made with respect to the Offer. If you are in any doubt as to the
contents of this announcement or the Offer to Purchase or the
action you should take, you are recommended to seek your own
financial and legal advice, including as to any tax consequences,
immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial or legal adviser. Any
individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate
in the Offer. None of the Offeror, the Dealer Manager or the Tender
Agent make any recommendation as to whether holders should tender
Notes pursuant to the Offer.
OFFER RESTRICTIONS
United Kingdom
The communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the Offer is not
being made, and such documents and/or materials have not been
approved, by an authorised person for the purposes of section 21 of
the FSMA. Accordingly, such documents and/or materials are not
being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents
and/or materials is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that it is
only directed at and may be communicated to (1) those persons who
are existing members or creditors of the Group or other persons
within Article 43 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, and (2) any other persons to whom
these documents and/or materials may lawfully be communicated.
Belgium
Neither this announcement, the Offer to Purchase nor any other
documents or materials relating to the Offer have been submitted to
or will be submitted for approval or recognition to the Financial
Services and Markets Authority (Autorité des services et marchés
financiers / Autoriteit voor financiële diensten en markten) and,
accordingly, the Offer may not be made in Belgium by way of a
public offering, as defined in Articles 3 and 6 of the Belgian Law
of April 1, 2007 on public takeover bids as amended or replaced
from time to time. Accordingly, the Offer may not be advertised and
the Offer will not be extended, and neither this announcement nor
any other documents or materials relating to the Offer (including
any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Law
of June 16, 2006 on the public offer of placement instruments and
the admission to trading of placement instruments on regulated
markets, acting on their own account. This announcement has been
issued only for the personal use of the above qualified investors
and exclusively for the purpose of the Offer. Accordingly, the
information contained in this announcement may not be used for any
other purpose or disclosed to any other person in Belgium.
France
The Offer is not being made, directly or indirectly, to the
public in France. Neither this announcement, the Offer to Purchase
nor any other documents or offering materials relating to the
Offer, has been or shall be distributed to the public in France and
only (i) providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant
le service d'investissement de gestion de portefeuille pour compte
de tiers) and/or (ii) qualified investors (investisseurs
qualifiés), other than individuals, acting for their own account,
all as defined in, and in accordance with, Articles L.411-1,
L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et
financier, are eligible to participate in the Offer. This
announcement has not been and will not be submitted for clearance
procedures (visa) of the Autorité des marchés financiers.
Italy
None of the Offer, this announcement, the Offer to Purchase or
any other documents or materials relating to the Offer has been or
will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB"), pursuant to
applicable Italian laws and regulations.
The Offer is being carried out in the Republic of Italy
("Italy") as an exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of February 24,
1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended (the "CONSOB Regulation"). The Offer is also being carried
out in compliance with article 35-bis, paragraph 7 of the CONSOB
Regulation.
Holders or beneficial owners of the Notes located in Italy can
tender the Notes through authorised persons (such as investment
firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 16190 of October 29, 2007, as amended from
time to time, and Legislative Decree No. 385 of September 1, 1993,
as amended) and in compliance with applicable laws and regulations
or with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offer.
Canada
Neither this announcement, the Offer to Purchase nor any other
materials relating to the Offer constitute, nor may be used in
connection with, an offer or solicitation in any place where offers
or solicitations are not permitted by law. Any offer or
solicitation in Canada must be made through a dealer that is
appropriately registered under the laws of the applicable province
or territory of Canada, or pursuant to an exemption from that
requirement.
General
The Offer does not constitute an offer to buy or the
solicitation of an offer to sell Notes in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities or other laws require the Offer
to be made by a licensed broker or dealer and the Dealer Manager
or, where the context so requires, any of its affiliates is such a
licensed broker or dealer in that jurisdiction, the Offer shall be
deemed to be made on behalf of the Offeror by such Dealer Manager
or affiliate (as the case may be) in such jurisdiction.
The distribution of this announcement and the Offer to Purchase
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement and the Offer to Purchase comes
are required by each of the Offeror, the Dealer Manager and the
Tender Agent to inform themselves about, and to observe, any such
restrictions.
This announcement contains inside information which is disclosed
in accordance with the market abuse regulation.
FORWARD-LOOKING STATEMENTS
Certain statements included in this announcement are
forward-looking statements. We and the Group may make
forward-looking statements in other documents filed with the SEC
that are incorporated by reference into the Offer to Purchase.
Forward-looking statements can be identified by the use of
forward-looking terminology such as words "expect", "estimate",
"project", "anticipate", "believes", "should", "could", 'intend",
"plan", "probability", "risk", "target", "goal", "objective",
"may", "endeavour", "outlook", "optimistic", "prospects" or by the
use of similar expressions or variations on such expressions, or by
the discussion of strategy or objectives. Forward-looking
statements are based on current plans, estimates and projections,
and are subject to inherent risks, uncertainties and other factors
which could cause actual results to differ materially from the
future results expressed or implied by such forward-looking
statements.
In particular, this announcement and certain documents
incorporated by reference into the Offer to Purchase include
forward-looking statements relating, but not limited to,
projections or expectations of LBG's future financial position
including profit attributable to shareholders, provisions, economic
profit, dividends, capital structure, portfolios, net interest
margin, capital ratios, liquidity, risk-weighted assets (RWAs),
expenditures or any other financial items or ratios; litigation,
regulatory and governmental investigations; LBG's future financial
performance; the level and extent of future impairments and
write-downs; statements of plans, objectives or goals of LBG or its
management including in respect of statements about the future
business and economic environments in the U.K. and elsewhere
including, but not limited to, future trends in interest rates,
foreign exchange rates, credit and equity market levels and
demographic developments; statements about competition, regulation,
disposals and consolidation or technological developments in the
financial services industry; and statements of assumptions
underlying such statements. Such statements are subject to risks,
uncertainties and other factors which could cause actual results to
differ materially from the future results expressed or implied by
such forward-looking statements. For example, certain of the market
risk disclosures are dependent on choices about key model
characteristics, assumptions and estimates, and are subject to
various limitations. By their nature, certain of the market risk
disclosures are only estimates and, as a result, actual future
gains and losses could differ materially from those that have been
estimated.
Other factors could also adversely affect our results or the
accuracy of forward-looking statements in this announcement, and
you should not consider the factors discussed here or in the Annual
Report or other documents incorporated by reference into the Offer
to Purchase to be a complete set of all potential risks or
uncertainties. We have economic, financial market, credit, legal
and other specialists who monitor economic and market conditions
and government policies and actions. However, because it is
difficult to predict with accuracy any changes in economic or
market conditions or in governmental policies and actions, it is
difficult for us to anticipate the effects that such changes could
have on our financial performance and business operations.
The forward-looking statements made in this announcement speak
only as of the date of this announcement. We do not intend to
publicly update or revise these forward-looking statements to
reflect events or circumstances after the date of this announcement
and we do not assume any responsibility to do so except as required
by applicable law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLLLFFDQFEBBQ
(END) Dow Jones Newswires
June 12, 2017 09:52 ET (13:52 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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