TIDM94WP TIDMLLOY
RNS Number : 2443I
Lloyds Bank PLC
31 March 2020
,
March 31, 2020
LLOYDS BANK PLC COMMENCES A CASH TER OFFER FOR ANY AND ALL OF
ITS 12.00% Fixed-to-Floating Rate Perpetual Capital Securities
The Offeror has today launched a tender offer (the "Offer") to
purchase for cash any and all of certain series of its U.S. dollar
denominated notes 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 March 31, 2020
(the "Offer to Purchase") and the related Notice of Guaranteed
Delivery (together, the "Offer Documents"). Capitalized 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 LBG
Group's capital position. The LBG Group will continue to meet all
of its capital requirements irrespective of the outcome 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 its
12.00% Fixed-to-Floating Rate Perpetual Capital Securities issued
by Lloyds Bank plc (ISIN XS0474660676 and US539473AE82).
The Offer will expire at 5:00 p.m., New York City time, on April
6, 2020, 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 Notes
validly tendered and not validly withdrawn at or prior to the
Expiration Deadline and accepted for purchase by the Offeror will
be $1,090.
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) from the last interest payment date
up to, but not including, the Settlement Date (as defined below)
(the "Accrued Interest"). Accrued Interest for each $1,000
principal amount of Notes validly tendered and accepted for
purchase will be rounded to the nearest $0.01, with $0.005 being
rounded upwards.
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holders of Notes that are validly tendered and not withdrawn and
accepted for purchase is expected
to be made on April 9, 2020 (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.
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 March 31, 2020
made available to holders of Notes.
Withdrawal Deadline
The deadline for holders to validly 5:00 p.m., New York City time,
withdraw Notes tendered before this on April 6, 2020, 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 April 6, 2020, unless otherwise
to qualify for payment of the Purchase extended
Price plus any Accrued Interest.
Guaranteed Delivery Date Close of business on the second
The deadline for holders using the Business Day following the Expiration
guaranteed delivery procedures to Deadline
deliver their Notes.
Settlement Date
Payment of the Purchase Price, plus Expected on April 9, 2020.
any Accrued Interest, for all Notes
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: www.lucid-is.com/lloydsbankplc
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
Arlind Bytyqi Telephone: + 44 (0) 20 7704 0080
Investor Relations
Douglas Radcliffe Email: douglas.radcliffe@lloydsbanking.com
Group Investor Relations Director Telephone: +44 (0) 20 7356 1571
Joint Dealer Managers
Goldman Sachs International Telephone: +44 20 7552 6157
Attn: Liability Management Group
Lloyds Securities Inc. Telephone: +1 (212) 284-0411
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 Joint Dealer Managers, the
Tender Agent or the trustee with respect to the Notes (or any of
their respective directors, employees or affiliates) 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 authorized person for the purposes of Section 21 of
the Financial Services and Markets Act 2000. Accordingly, this
announcement, such related documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom, and are only for circulation to persons to whom
they can lawfully be circulated outside the United Kingdom or to
persons within the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order")), or within Article 43(2) of the Order, or to
other persons to whom they may lawfully be communicated in
accordance with the Order (such persons together being the
"Relevant Persons"). The announcement and any such related
documents and/or materials are only available to Relevant Persons
and the transactions contemplated therein will be available only
to, and engaged in only with, Relevant Persons, and the
announcement and any related documents and/or materials must not be
relied or acted upon by persons other than Relevant Persons.
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
This announcement, the Offer to Purchase and any other documents
or offering materials relating to the Offer, may not be distributed
in the Republic of France except to qualified investors
(investisseurs qualifiés) as defined in Article 2(e) of Regulation
(EU) 2017/1129. Neither this announcement nor the Offer to Purchase
have been or will be submitted for clearance to 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 "Issuers' Regulation"). The Offer is also being
carried out in compliance with article 35-bis, paragraph 7 of the
Issuers' Regulation.
Holders or beneficial owners of the Notes located in Italy can
tender the Notes through authorized 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. 20307 of February 15, 2018, 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 Joint Dealer
Managers 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 Joint
Dealer Managers or affiliates (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 Joint Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any
such restrictions.
This announcement contains inside information in relation to the
Notes and is disclosed in accordance with the Market Abuse
Regulation (EU) 596/2014 ("MAR"). For the purposes of MAR, this
announcement is made by Douglas Radcliffe, Group Investor Relations
Director.
FORWARD-LOOKING STATEMENTS
Certain statements included in this announcement, the Offer to
Purchase and certain documents incorporated by reference therein
are forward-looking statements. We may make forward-looking
statements in other documents filed with the SEC that are
incorporated by reference into this announcement or 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", "endeavor", "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.
Examples of such forward-looking statements include, but are not
limited to, projections or expectations of the Lloyds Bank Group'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, expenditures or any other
financial items or ratios; litigation, regulatory and governmental
investigations; the Lloyds Bank Group's future financial
performance; the level and extent of future impairments and
write-downs; statements of plans, objectives or goals of the Lloyds
Bank Group 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.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend upon
circumstances that will or may occur in the future. Factors that
could cause actual business, strategy, plans and/or results
(including but not limited to the payment of dividends) to differ
materially from forward looking statements made by the Lloyds Bank
Group or on its behalf include, but are not limited to: general
economic and business conditions in the U.K. and internationally;
market related trends and developments; fluctuations in interest
rates, inflation, exchange rates, stock markets and currencies; any
impact of the transition from IBORs to alternative reference rates;
the ability to access sufficient sources of capital, liquidity and
funding when required; changes to the Lloyds Bank Group's or Lloyds
Banking Group plc's credit ratings; the ability to derive cost
savings and other benefits including, but without limitation as a
result of any acquisitions, disposals and other strategic
transactions; the ability to achieve strategic objectives; changing
customer behavior including consumer spending, saving and borrowing
habits; changes to borrower or counterparty credit quality;
concentration of financial exposure; management and monitoring of
conduct risk; instability in the global financial markets,
including Eurozone instability, instability as a result of
uncertainty surrounding the exit by the U.K. from the European
Union (the "EU") and as a result of such exit and the potential for
other countries to exit the EU or the Eurozone and the impact of
any sovereign credit rating downgrade or other sovereign financial
issues; political instability including as a result of any U.K.
general election; technological changes and risks to the security
of IT and operational infrastructure, systems, data and information
resulting from increased threat of cyber and other attacks;
natural, pandemic and other disasters, adverse weather and similar
contingencies outside the Lloyds Bank Group's or Lloyds Banking
Group plc's control; inadequate or failed internal or external
processes or systems; acts of war, other acts of hostility,
terrorist acts and responses to those acts, geopolitical, pandemic
or other such events; risks relating to climate change; changes in
laws, regulations, practices and accounting standards or taxation,
including as a result of the exit by the U.K. from the EU, or a
further possible referendum on Scottish independence; changes to
regulatory capital or liquidity requirements and similar
contingencies outside the Lloyds Bank Group's or Lloyds Banking
Group plc's control; the policies, decisions and actions of
governmental or regulatory authorities or courts in the U.K., the
EU, the U.S. or elsewhere including the implementation and
interpretation of key legislation and regulation together with any
resulting impact on the future structure of the Lloyds Bank Group;
the
ability to attract and retain senior management and other
employees and meet its diversity objectives; actions or omissions
by the Lloyds Bank Group's directors, management or employees
including industrial action; changes to the Lloyds Bank Group's
post-retirement defined benefit scheme obligations; the extent of
any future impairment charges or write-downs caused by, but not
limited to, depressed asset valuations, market disruptions and
illiquid markets; the value and effectiveness of any credit
protection purchased by the Lloyds Bank Group; the inability to
hedge certain risks economically; the adequacy of loss reserves;
the actions of competitors, including non-bank financial services,
lending companies and digital innovators and disruptive
technologies; and exposure to regulatory or competition scrutiny,
legal, regulatory or competition proceedings, investigations or
complaints.
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 news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENFZGFFMMMGGZM
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March 31, 2020 07:53 ET (11:53 GMT)
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