Amended Securities Registration (foreign Private Issuer) (f-4/a)
October 27 2016 - 1:20PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on October 27, 2016
Registration
No. 333-214016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 1 TO
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lloyds Banking Group plc
(Exact Name of Registrant as Specified
in Its Charter)
Scotland
(State or Other Jurisdiction of Incorporation
or Organization)
6029
(Primary Standard Industrial Classification
Code Number)
Not Applicable
(I.R.S. Employer Identification No.)
25 Gresham Street
London EC2V 7HN
011-44-207-626-1500
(Address and Telephone Number of Registrant’s
Principal Executive Offices)
Kevin P. McKendry
Chief Legal Officer, North America
Lloyds Bank plc
1095 Avenue of the Americas
New York, New York 10036
001-212-930-8920
(Name, Address and Telephone Number of
Agent for Service)
Please send copies of all communications
to:
John W. Banes
DAVIS POLK & WARDWELL LONDON LLP
5 Aldermanbury Square
London EC2V 7HR
Tel. No.: 011-44-207-418-1300
Approximate date of commencement of proposed sale to the public:
As soon as practicable
after this Registration Statement becomes effective.
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box
to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border
Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION
FEE
Title
of Each Class of Securities to be Registered
|
Amount
to be Registered
|
Proposed
Maximum Offering Price
per Unit
(1)
|
Proposed
Maximum Aggregate Offering Price
(1)
|
Amount
of Registration Fee
(2)
|
New 4.582% Subordinated Debt Securities due 2025 (the “
2025 New Notes
”)
|
$1,353,364,000
|
100%
|
$1,353,364,000
|
$156,854.89
|
New 5.300% Subordinated Debt Securities due 2045 (the “
2045 New Notes
”)
|
$824,082,000
|
100%
|
$824,082,000
|
$95,511.10
|
_________________
|
(1)
|
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 under the Securities
Act of 1933.
|
|
(2)
|
The total registration fee was previously paid in connection with the initial filing of this Form F-4 on October 7, 2016.
|
This Amendement No. 1 to the Registration
Statement on Form F-4 (the “
Registration Statement
”) is being filed by Lloyds Banking Group plc solely to amend
Exhibit 5.1 to the Registration Statement, a copy of which is attached hereto.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
EXHIBIT INDEX
Exhibit
Number
|
Exhibit
Description
|
5.1
|
Opinion of CMS Cameron McKenna LLP, Scottish solicitors to Lloyds Banking Group plc, regarding the validity of the New Notes
|
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, Lloyds Banking Group plc has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in London, United Kingdom, on the 27th day of October, 2016.
LLOYDS BANKING GROUP plc
|
|
|
By:
|
/s/ Vishal Savadia
|
|
Name: Vishal Savadia
|
|
Title: Head of Capital Structuring and Debt IR
|
NOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints T. Rougier, V. Savadia, R.D. Shrimpton, A.J. Wood and each of them (with full power to each
of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement or any registration statement in connection herewith that is to be effective upon filing pursuant
to Rule 462(b) of the Securities Act, as amended, and to file the same with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents and each of them, full power
and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
Signature
|
Title
|
Date
|
|
|
|
/s/ António Horta-Osório
|
|
|
António Horta-Osório
|
(Executive Director and Group Chief Executive)
|
27th day of October, 2016
|
|
|
|
/s/ George Culmer
|
|
|
George Culmer
|
(Executive Director and Chief Financial Officer)
|
27th day of October, 2016
|
|
|
|
/s/ Lord Blackwell
|
|
|
Lord Blackwell
|
(Chairman)
|
27th day of October, 2016
|
|
|
|
/s/ Juan Colombás
|
|
|
Juan Colombás
|
(Executive Director and Chief Risk Officer)
|
27th day of October, 2016
|
|
|
|
/s/ Anita Frew
|
|
|
Anita Frew
|
(Deputy Chairman and Non-Executive
Director)
|
27th day of October, 2016
|
|
|
|
/s/ Alan Dickinson
|
|
|
Alan Dickinson
|
(Non-Executive Director)
|
27th day of October, 2016
|
|
|
|
/s/ Simon Henry
|
|
|
Simon Henry
|
(Non-Executive Director)
|
27th day of October, 2016
|
|
|
|
/s/ Nick Luff
|
|
|
Nick
Luff
|
(Non-Executive Director)
|
27th day of October, 2016
|
|
|
|
/s/ Deborah McWhinney
|
|
|
Deborah McWhinney
|
(Non-Executive Director)
|
27th day of October, 2016
|
/s/ Nick Prettejohn
|
|
|
Nick Prettejohn
|
(Non-Executive Director)
|
27th day of October, 2016
|
|
|
|
/s/ Stuart Sinclair
|
|
|
Stuart Sinclair
|
(Non-Executive Director)
|
27th day of October, 2016
|
|
|
|
/s/ Anthony Watson CBE
|
|
|
Anthony Watson
CBE
|
(Non-Executive Director)
|
27th day of October, 2016
|
|
|
|
/s/ Sara Weller CBE
|
|
|
Sara Weller
CBE
|
(Non-Executive Director)
|
27th day of October, 2016
|
|
|
|
/ s/ Kevin P. McKendry
|
|
|
Kevin
P. McKendry
|
(Authorized U.S. Representative)
|
27th day of October, 2016
|
E
xhibit
Index
Exhibit
Number
|
Exhibit
Description
|
3.1
|
Articles of association of Lloyds Banking Group plc (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)
|
4.1
|
Subordinated Debt Securities Indenture dated as of November 4, 2014, between Lloyds Banking Group plc as Issuer and The Bank of New York Mellon, acting through its London Branch, as Trustee (previously filed on Form 6-K on November 4, 2014 and incorporated herein by reference)
|
4.2
|
Form of Fifth Supplemental Indenture to the Subordinated Debt Securities Indenture between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon acting through its London Branch, as Trustee (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)
|
4.3
|
Form of Sixth Supplemental Indenture to the Subordinated Debt Securities Indenture between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon acting through its London Branch, as Trustee (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)
|
4.4
|
Registration Rights Agreement dated as of December 1, 2015 between Lloyds Banking Group plc and Goldman, Sachs & Co., Lloyds Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Inc. and Morgan Stanley & Co. LLC (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)
|
5.1
|
Opinion of CMS Cameron McKenna LLP, Scottish solicitors to Lloyds Banking Group plc regarding the validity of the New Notes
|
5.2
|
Opinion of Davis Polk & Wardwell London LLP, U.S. counsel to Lloyds Banking Group plc regarding the validity of the New Notes (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)
|
12
|
Statement of Computation of Ratio of Earnings to Fixed Charges (previously filed on Form 6-K on July 28, 2016 and incorporated herein by reference)
|
21
|
List of subsidiaries of Lloyds Banking Group plc (previously filed on Form 20-F for the year ended December 31, 2015, dated March 8, 2016 and incorporated herein by reference)
|
23.1
|
Consent of CMS Cameron McKenna LLP (contained in their opinion filed as Exhibit 5.1)
|
23.2
|
Consent of Davis Polk & Wardwell London LLP (contained in their opinion previously filed as Exhibit 5.2 on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)
|
23.3
|
Consent of PricewaterhouseCoopers LLP (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)
|
25.1
|
Statement of Eligibility for the Subordinated Debt Securities Indenture between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon acting through its London Branch, as Indenture Trustee and referenced above as Exhibit 4.1 (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)
|
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