TIDMLLOY
RNS Number : 6406G
Lloyds Banking Group PLC
23 November 2015
News Release
23 November 2015
NOT FOR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION. THE EXCHANGE OFFER IS AVAILABLE only TO (1) QUALIFIED
INSTITUTIONAL BUYERS in a private transaction in reliance upon the
exemption from the registration requirements of the Securities Act
provided by Section 4(a)(2) thereof and (2) outside the United
States, to persons other than "U.S. persons" as defined in Rule 902
under the Securities Act in offshore transactions in compliance
with Regulation S under the Securities Act. THE EXCHANGE OFFER IS
MADE SUBJECT TO OFFER RESTRICTIONS IN CERTAIN JURISDICTIONS (SEE
"OFFER RESTRICTIONS" BELOW).
LLOYDS BANKING GROUP PLC ANNOUNCES AN OFFERING OF SUBORDINATED
DEBT SECURITIES AND ITS INTENTION TO COMMENCE AN EXCHANGE OFFER
Lloyds Banking Group plc ("LBG") announces an offering for cash
of new Tier 2 subordinated debt securities and its intention to
commence later today an offer to certain eligible holders to
exchange specified series of outstanding subordinated debt
securities issued by HBOS plc and Lloyds Bank plc, wholly-owned
subsidiaries of LBG, for LBG's Tier 2 subordinated debt securities
set out in the table below (the "Exchange Offer").
The proposed Exchange Offer provides LBG with an opportunity to
further enhance the quality of its capital base.
The Private Offering
LBG has launched an offering for cash of new subordinated debt
securities due 2045 (the "2045 Original Notes"). The 2045 Original
Notes are expected to be priced later today and issued on 1
December 2015. The 2045 New Notes (as defined below) offered in the
Exchange Offer will constitute a further issuance of, will form a
single series with, and have the same CUSIP numbers as the 2045
Original Notes.
Exchange Offer
The Exchange Offer will be made on the terms and subject to the
conditions to be set out in an Exchange Offer Memorandum expected
to be available later today (the "Exchange Offer Memorandum").
Capitalized terms not otherwise defined in this announcement have
the same meaning as in the Exchange Offer Memorandum.
The Exchange Offer is expected to consist of:
-- an offer to exchange 6.50% Fixed Rate Lower Tier 2 Notes due
2020 issued by Lloyds Bank plc and guaranteed by LBG (the "2020 Old
Notes") for Subordinated Debt Securities due 2025 issued by LBG
(the "2025 New Notes") (the "2025 Exchange Offer"); and
-- an offer to exchange 6.00% Subordinated Notes due 2033 issued
by HBOS plc (the "2033 Old Notes") for Subordinated Debt Securities
due 2045 (the "2045 New Notes") issued by LBG (the "2045 Exchange
Offer").
The 2020 Old Notes and the 2033 Old Notes are together referred
to as the "Old Notes". The 2025 New Notes and the 2045 New Notes
are together referred to as the "New Notes".
The table below sets forth certain information relating to the
2025 Exchange Offer:
Principal Reference Bloomberg 2020 Old Notes 2025 New Notes Early
Amount Treasury Reference Fixed Spread Fixed Spread Participation
Old Notes CUSIP Outstanding Security Page (basis points) (basis points) Payment(1)
------------ ------------- -------------- ------------ ------------ -------------- -------------- -------------
Lloyds Bank
plc 6.50%
Fixed Rate
Lower Tier 1.375% due
2 Notes due 53947NAA2 31 October
2020 53947QAA5 $2,000,000,000 2020 PX1 100 235 $50
(1) Per $1,000 principal amount of 2020 Old Notes accepted for exchange.
The table below sets forth certain information relating to the
2045 Exchange Offer:
Principal Reference Bloomberg 2033 Old Notes 2045 New Notes Early
Amount Treasury Reference Fixed Spread Fixed Spread Participation
Old Notes CUSIP Outstanding Security Page (basis points) (basis points)(1) Payment(2)
------------------- ---------- ------------ ---------- --------- -------------- ----------------- -------------
HBOS plc 6.00% 2.875% due
Subordinated Notes 4041A2AF1 15 August
due 2033 4041A3AG7 $750,000,000 2045 PX1 180 N/A $50
(1) The 2045 New Notes fixed spread is expected to be equal to
the spread at which the 2045 Original Notes will be priced.
(2) Per $1,000 principal amount of 2033 Old Notes accepted for exchange.
Total Exchange Consideration; Exchange Consideration
Upon the terms and subject to the conditions to be set forth in
the Exchange Offer Memorandum, holders who validly tender and who
do not validly withdraw Old Notes at or prior to the Early
Participation Date, and whose tenders are accepted for exchange by
LBG, will receive the applicable Total Exchange Consideration for
each $1,000 principal amount of Old Notes. The Exchange
Consideration for each $1,000 principal amount of Old Notes
tendered after the Early Participation Date but at or prior to the
Expiration Deadline will be the Total Exchange Consideration less
the applicable Early Participation Payment.
2025 Exchange Offer
The Total Exchange Consideration in the 2025 Exchange Offer will
be based on the fixed spread for the 2020 Old Notes to the yield on
the applicable Reference U.S. Treasury Security as of 11:00 a.m.,
New York City time, on 8 December 2015.
The 2025 New Notes will mature on 10 December 2025 and will bear
interest at a rate per annum (the "2025 Notes Coupon") equal to the
sum of (a) the bid-side yield on the 2.25% U.S. Treasury Security
due 15 November 2025 (the "2025 New Notes Reference Security"), as
calculated by the Dealer Managers in accordance with standard
market practice, that equates to the bid-side price of the 2025 New
Notes Reference Security, as of 11:00 a.m., New York City time, on
8 December 2015, as displayed on the Bloomberg Reference page PX1
(or any recognized quotation source selected by the Dealer Managers
if such quotation report is not available or manifestly erroneous)
plus (b) a fixed spread of 235 basis points, such sum rounded to
the third decimal place when expressed as a percentage.
2045 Exchange Offer
The Total Exchange Consideration in the 2045 Exchange Offer will
be based on the fixed spread for the 2033 Old Notes to the yield on
the applicable Reference U.S. Treasury Security for that series as
of 11:00 a.m., New York City time, on 8 December 2015.
The 2045 New Notes offered in the 2045 Exchange Offer will
constitute a further issuance of, will form a single series with,
and have the same CUSIP numbers as the 2045 Original Notes.
The 2045 New Notes will mature on 1 December 2045. The 2045 New
Notes Value will be equal to the discounted value on the Early
Settlement Date of the remaining payments of principal and interest
(excluding accrued and unpaid interest to but not including the
Early Settlement Date) per $1,000 principal amount of the 2045 New
Notes through the maturity date of the 2045 New Notes, using a
yield equal to the sum, as calculated by the Dealer Managers, of
(a) the bid-side yield on the 2.875% U.S. Treasury Security due 15
August 2045, as of 11:00 a.m., New York City time, on 8 December
2015, as displayed on the Bloomberg Reference page PX1 (or any
recognized quotation source selected by the Dealer Managers if such
quotation report is not available or manifestly erroneous) plus (b)
a fixed spread, which is expected to be equal to the spread at
which the Original 2045 Notes will be priced. The 2045 New Notes
Value will be rounded to the nearest cent per $1,000 principal
amount of 2045 New Notes.
The 2045 New Notes Exchange Ratio will be equal to (1) the Total
Exchange Consideration or the Exchange Consideration, as the case
may be, divided by (2) the 2045 New Notes Value multiplied by (3)
$1,000. Such amount will represent the aggregate principal amount
of 2045 New Notes a holder would be entitled to receive for each
$1,000 of 2033 Old Notes tendered in the 2045 Exchange Offer and
accepted by LBG.
As the 2045 New Notes Exchange Ratio will be calculated by
reference to the Total Exchange Consideration or the Exchange
Consideration, as applicable, the 2045 New Notes Exchange Ratio
will differ for holders tendering Old Notes (i) at or prior to the
Early Participation Date and (ii) after the Early Participation
Date but at or prior to the Expiration Deadline.
Early Participation
In order to encourage holders to tender early, for each $1,000
principal amount of the Old Notes validly tendered on or before the
Early Participation Date and not validly withdrawn, holders will be
eligible to receive the applicable Exchange Consideration and the
applicable Early Participation Payment set out in the table above.
Holders who validly tender their Old Notes after the Early
Participation Date but at or prior to the Expiration Deadline, will
only be eligible to receive the applicable Exchange Consideration,
which does not include the Early Participation Amount.
Exchange Offer Conditions
Consummation of the Exchange Offer will be subject to a number
of conditions, including a Minimum New Issue Size Condition and a
Tax Fungibility Condition, which will be described in more detail
in the Exchange Offer Memorandum.
Withdrawal Rights
Validly tendered Old Notes may be withdrawn at any time before
5:00 p.m., New York City time, on 7 December 2015 (the "Withdrawal
Deadline"), but not thereafter. LBG may extend or otherwise amend
the Early Participation Date or the Expiration Deadline or increase
the amount of Old Notes sought in the Exchange Offer without
extending the Withdrawal Deadline or otherwise reinstating
withdrawal rights, except as required by law.
(MORE TO FOLLOW) Dow Jones Newswires
November 23, 2015 08:54 ET (13:54 GMT)
Lloyds Banking (LSE:LLOY)
Historical Stock Chart
From Apr 2024 to May 2024
Lloyds Banking (LSE:LLOY)
Historical Stock Chart
From May 2023 to May 2024