TIDMLLOY
RNS Number : 4275F
Lloyds Banking Group PLC
16 November 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF
AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR INTO
ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
LLOYDS BANKING GROUP PLC ("LBG") ANNOUNCES INVITATIONS TO
EXCHANGE THE STERLING DENOMINATED SUBORDINATED SECURITIES LISTED
BELOW (THE "EXISTING NOTES") FOR A COMBINATION OF (I) A SINGLE
SERIES OF NEW STERLING DENOMINATED SUBORDINATED NOTES (THE "NEW
TIER 2 NOTES") TO BE ISSUED BY LBG AND (II) ANY APPLICABLE CASH
CONSIDERATION AMOUNT
16 November 2020
Lloyds Banking Group plc (the " Offeror ") has today launched an
Offer to Exchange selected sterling denominated subordinated
securities (totalling approximately GBP2.0 billion
outstanding).
THE EXCHANGE OFFERS
On the terms of and subject to the conditions contained in an
exchange offer memorandum dated 16 November 2020 (the "Exchange
Offer Memorandum"), the Offeror has invited all Holders (subject to
the Offer Restrictions referred to below) of:
-- the Existing Tier 1 Notes set out under the heading "Existing
Tier 1 Notes" below to Offer to Exchange any and all of such
Existing Tier 1 Notes which are outstanding; and
-- the Existing Tier 2 Notes set out under the heading "Existing
Tier 2 Notes" below to Offer to Exchange such Existing Tier 2 Notes
which are outstanding, subject to the Maximum New Issue Size,
together, the "Exchange Offers" and each an "Exchange
Offer".
Capitalised terms not otherwise defined in this announcement
have the same meaning as assigned to them in the Exchange Offer
Memorandum. The Exchange Offer Memorandum is available from the
Exchange Agent (subject to the Offer Restrictions referred to
below).
The Existing Notes
The table below identifies the Series of Existing Notes which
are subject to the Exchange Offers.
In respect of their Existing Notes which are accepted for
exchange, Holders will receive the relevant Exchange Consideration,
which comprises the New Tier 2 Notes Consideration Amount and,
where applicable, a Cash Consideration Amount. In addition, the
Offeror will pay, or procure payment to, Holders, in respect of
their Existing Notes which are accepted for exchange, an Accrued
Interest Payment and a Cash Rounding Amount (if applicable) on the
Settlement Date.
ISIN Issuer Current Amount Maturity First Reference Exchange Exchange New Tier Cash Amount
Coupon Outstanding Date Call Benchmark Spread Consideration* 2 Notes Consideration Subject
(%) Date (%) Consideration Amount to the
Amount (per (per GBP1,000 Offers
GBP1,000 in principal
in principal amount
amount of of Existing
Existing Notes)
Notes)
EXISTING TIER 1 NOTES
XS0125686229 Bank of 7.281 GBP150,000,000 Perpetual 31 May Not Applicable Not 121.75 GBP885.12 GBP332.38 Any and
Scotland [1] 2026 Applicable All
plc
-------- ------- -------------- --------- ---------- -------------- ---------- -------------- ------------- ------------- ----------
XS0408620721 Lloyds 13.000 GBP590,841,000 Perpetual 22 January Not Applicable Not 181.75 GBP1,428.55 GBP388.95
Bank plc [2] 2029 Applicable [3]
-------- ------- -------------- --------- ---------- -------------- ---------- -------------- ------------- ------------- ----------
GB0058327924 HBOS 7.881 GBP245,000,000 Perpetual 9 December Not Applicable Not 166.00 GBP1,660.00 GBP0.00
Sterling [4] 2031 Applicable
Finance
(Jersey)
L.P.
-------- ------- -------------- --------- ---------- -------------- ---------- -------------- ------------- ------------- ----------
EXISTING TIER 2 NOTES
XS0043098127 Lloyds 9.625 GBP300,000,000 6 April Not 0.750% 85bps To be An amount GBP500.00 Expected
Bank plc 2023 Applicable Treasury determined reflecting to be an
Gilt due as set the Exchange amount
22 July out herein Consideration that would
2023 and announced minus the not cause
(GB00BF0HZ991) on the relevant the
Bloomberg Results Cash Maximum
Page PXUK Announcement Consideration New Issue
Date Amount Size to
be
exceeded,
after
taking
into
account
the
principal
amount
of New
Tier 2
Notes that
will be
issued
in
exchange
for
Existing
Tier 1
Notes;
the
relative
acceptance
amount
for each
Existing
Tier 2
Notes
shall
be
determined
in the
Offeror's
sole
discretion
-------- ------- -------------- --------- ---------- -------------- ---------- -------------- ------------- ------------- ----------
XS0503834821 Lloyds 7.625 GBP750,000,000 22 Not 0.625% 100bps GBP229.33
Bank plc April Applicable Treasury
2025 Gilt due
7 June
2025
(GB00BK5CVX03)
Bloomberg
Page PXUK
-------- ------- -------------- --------- ---------- -------------- ---------- -------------- ------------- ------------- ----------
* Including both the consideration in the form of New Tier 2
Notes and the Cash Consideration Amount (where applicable). An
Accrued Interest Payment will be paid in addition to this. The
Exchange Consideration in respect of the Lloyds Bank Perpetual
Securities shall be deemed to include consideration for the
deferred and unpaid coupons on the Lloyds Bank Perpetual Securities
which are accepted for exchange.
The New Tier 2 Notes
The table below identifies certain key characteristics of the
New Tier 2 Notes to be issued by LBG pursuant to the Exchange
Offers.
Issuer Capital Currency Reference Reference New New Optional Maturity Minimum Maximum
of Type Gilt Gilt Rate Tier Tier Redemption Date New Issue New Issue
the New 2 2 Date Size Size*
Tier Notes Notes
2 Notes Spread Issue
Price
Lloyds Tier GBP 4.75% Treasury To be 240bps 100% 3 December 3 GBP350,000,000 GBP1,250,000,000
Banking 2 Gilt due determined 2030 December
Group 7 December as set out 2035
plc 2030 herein and
(GB00B24FF097) announced
Bloomberg on the
Page PXUK Results
Announcement
Date
------- -------- -------------- ------------ ------ ----- ---------- -------- -------------- ----------------
* Offers to Exchange Existing Tier 1 Notes shall be made on an
any and all basis; if submissions of Existing Tier 1 Notes would
result in a greater new issue size than the Maximum New Issue Size,
then the final issue amount of the New Tier 2 Notes may be greater
than the Maximum New Issue Size. In this case, no Existing Tier 2
Notes are expected to be accepted for exchange.
The New Tier 2 Notes will be in bearer form in denominations of
GBP100,000 and integral multiples of GBP1,000 in excess thereof up
to and including GBP199,000, and will initially be issued in global
form.
Applications are intended to be made to the Financial Conduct
Authority under Part VI of the Financial Services and Markets Act
2000 for the New Tier 2 Notes to be admitted to the Official List
of the Financial Conduct Authority and to the London Stock Exchange
plc for the New Tier 2 Notes to be admitted to trading on the
London Stock Exchange's regulated market. The London Stock
Exchange's regulated market is a regulated market for the purposes
of Directive 2014/65/EU of the European Parliament and of the
Council on markets in financial instruments. Such admission is
expected to occur on the Settlement Date.
Further details of the New Tier 2 Notes are set out in the
Exchange Offer Memorandum.
Rationale for the Exchange Offers
The Offeror is undertaking the Exchange Offers in order to
provide the Holders of the Existing Notes with an opportunity to
exchange their Existing Notes for New Tier 2 Notes and, where
applicable, a Cash Consideration Amount.
The Exchange Offers are part of the Group's continuous review
and management of its outstanding capital issuance, maintaining a
prudent approach to the management of the Group's capital
position.
Minimum and Maximum New Issue Size
The Exchange Offers are conditional upon receiving valid Offers
to Exchange that, if and when accepted, would result in the Offeror
issuing New Tier 2 Notes in an aggregate principal amount which
satisfies the Minimum New Issue Size Condition (as set out in the
column entitled "Minimum New Issue Size" of the table set out under
the heading "The New Tier 2 Notes" above).
The Maximum New Issue Size for the New Tier 2 Notes to be issued
pursuant to the Exchange Offers is set out in the column entitled
"Maximum New Issue Size" of the table set out under the heading
"The New Tier 2 Notes" above, provided that if the Offeror accepts
Existing Tier 1 Notes of any Series for exchange it will accept any
and all Existing Tier 1 Notes of that Series for exchange and so
such Maximum New Issue Size will not apply to New Tier 2 Notes
issued in exchange for Existing Tier 1 Notes.
The Offeror reserves the right (in its sole discretion) to
increase, decrease or waive the Maximum New Issue Size.
Exchange Consideration, New Tier 2 Notes Consideration Amounts
and Cash Consideration Amounts
The Exchange Consideration comprises the New Tier 2 Notes
Consideration Amount and, where applicable, a Cash Consideration
Amount (as set out in the column entitled "Exchange Consideration"
of the table set out above).
In relation to the Existing Tier 1 Notes, the New Tier 2 Notes
Consideration Amount is set out in the column entitled "New Tier 2
Notes Consideration Amount" and the Cash Consideration Amount,
where applicable, is set out in the column entitled "Cash
Consideration Amount", each as set out in the table under "The
Existing Notes" above.
In relation to the Existing Tier 2 Notes, the Exchange
Consideration will be the price (expressed as a percentage and
rounded to the nearest 0.001 per cent., with 0.0005 per cent. being
rounded upwards) at which Existing Notes of the relevant Series
will be accepted for exchange by the Offeror, determined at the
Price Determination Time on the Price Determination Date as
described in accordance with market convention, and is intended to
reflect a yield to maturity of the relevant Series of Existing Tier
2 Notes on the Settlement Date equal to the relevant Exchange Yield
(being the sum, which will be annualised in the case of the 2023
Notes, of the relevant (a) Exchange Spread and (b) Existing Tier 2
Notes Reference Benchmark Yield). Specifically, the Exchange
Consideration for each Series of Existing Tier 2 Notes will equal
(a) the value of all remaining payments of principal and interest
on each such Series up to and including the relevant maturity date
of such Series of Existing Tier 2 Notes, discounted to the
Settlement Date at a discount rate equal to the relevant Exchange
Yield, minus (b) the relevant Accrued Interest Amount.
In relation to the Existing Tier 2 Notes, the New Tier 2 Notes
Consideration Amount will be equal to the Exchange Consideration
(expressed as an amount per GBP1,000 Existing Notes) minus any
applicable Cash Consideration Amount.
Holders who validly Offer to Exchange their Existing Notes at or
prior to the Expiration Time and whose Offers to Exchange are
accepted will receive New Tier 2 Notes in an amount (rounded down
to the nearest GBP1,000) based upon the aggregate principal amount
of such Existing Notes accepted for exchange and the relevant New
Tier 2 Notes Consideration Amount, subject to the requirement for
each Holder to exchange at least the relevant Minimum Offer
Amount.
Where applicable, Holders who validly Offer to Exchange their
Existing Notes at or prior to the Expiration Time and whose Offers
to Exchange are accepted will also be entitled to receive, in
respect of each GBP1,000 in principal amount of the Existing Notes
so accepted for exchange, the Cash Consideration Amount (if any).
For avoidance of doubt, sum of the New Tier 2 Notes Consideration
Amount, the Cash Consideration Amount (if any) and the Cash
Rounding Amount (if any, as detailed below) shall be equal to the
Exchange Consideration when expressed as an amount per GBP1,000 in
principal amount of the Existing Notes accepted for exchange.
Accrued Interest Payments and Cash Rounding Amounts
If, as a result of the application of the relevant New Tier 2
Notes Consideration Amount (and, in the case of Offers to Exchange
in respect of Existing Tier 2 Notes, after the application of the
relevant Series Acceptance Amount and any pro-ration of Offers to
Exchange), a Holder would be entitled to receive an aggregate
principal amount of New Tier 2 Notes that is not an integral
multiple of GBP1,000, the Offeror will pay, or procure that there
is paid, in cash in sterling to that Holder on the Settlement Date,
a Cash Rounding Amount, which is the amount equal to the fractional
portion of such aggregate principal amount that is not such an
integral multiple (rounded to the nearest GBP0.01, with half a
penny being rounded upwards).
Each Holder will also be entitled to receive any applicable
Accrued Interest Payments in respect of their Existing Notes so
accepted for exchange. Accordingly, given that the Accrued Interest
Payments will be paid pursuant to the relevant Exchange Offer,
Holders whose Existing Notes are accepted for exchange pursuant to
the Exchange Offers will not be entitled to receive any further
payment pursuant to the terms of such Existing Notes in respect of
accrued and unpaid interest. Furthermore, Holders of any Lloyds
Bank Perpetual Securities which are accepted for exchange will not
be entitled to receive any further payment, shares or other
compensation in respect of any deferred and unpaid coupons in
respect of such Lloyds Bank Perpetual Securities; consideration for
deferred and unpaid coupons is deemed to be included in the
applicable Exchange Consideration.
Acceptance; Tier 2 Notes Acceptance Amount
Upon expiration of the Exchange Offer Period, the Offeror may
(but has no obligation to Holders to) accept valid Offers to
Exchange, in which case such Offers to Exchange will be accepted at
the Offeror's sole discretion.
If the Offeror decides in its sole and absolute discretion to
accept valid Offers to Exchange in respect of a Series of Existing
Tier 1 Notes pursuant to the relevant Exchange Offer, it will
accept for exchange all Existing Tier 1 Notes of that Series in
respect of which valid Offers to Exchange have been received
without pro-ration. Existing Tier 1 Notes will be accepted for
exchange in priority to any Existing Tier 2 Notes, subject to the
right of the Offeror to withdraw or terminate any Exchange
Offer.
If the Offeror decides, in its sole and absolute discretion, to
accept valid Offers to Exchange in respect of the Existing Tier 2
Notes, it intends to accept for exchange one or both Series of
Existing Tier 2 Notes up to the Tier 2 Notes Acceptance Amount. The
Tier 2 Notes Acceptance Amount shall be equal to the maximum
principal amount of Existing Tier 2 Notes that may be accepted
without the aggregate New Tier 2 Notes Consideration Amount
exceeding the Maximum New Issue Size, after taking into account the
principal amount of New Tier 2 Notes that will be issued in
exchange for Existing Tier 1 Notes, and may be subject to increase
or decrease in the Offeror's sole discretion.
The Offeror will determine the allocation of the Tier 2 Notes
Acceptance Amount among each Series of Existing Tier 2 Notes in its
sole and absolute discretion, and reserves the right to accept
significantly more or less (or none) of the Existing Tier 2 Notes
of one Series as compared to the other Series of Existing Tier 2
Notes.
If the aggregate principal amount of Existing Tier 2 Notes of a
Series validly offered for exchange is greater than the Series
Acceptance Amount for such Series, the Offeror intends to accept
for exchange Existing Tier 2 Notes of such Series on a pro-rata
basis as set out in further detail in the Exchange Offer
Memorandum.
Offers to Exchange
Holders of Existing Notes should refer to the detailed terms of
the Exchange Offer Memorandum in order to ascertain how to validly
Offer to Exchange their Existing Notes in accordance with the terms
of the relevant Exchange Offer(s) and the requirements of the
relevant Clearing System(s).
Notwithstanding any other provision of the Exchange Offer
Memorandum, whether the Offeror accepts any Offers to Exchange from
Holders is at its sole and absolute discretion and the Offeror may
decide not to accept Offers to Exchange for any reason.
Holders whose Existing Notes Offered for Exchange are not
accepted, or who do not participate in the relevant Exchange
Offers, will not be eligible to receive New Tier 2 Notes in
exchange for such Existing Notes, will not be entitled to receive
any Cash Consideration Amount and will continue to hold such
Existing Notes subject to their terms and conditions.
None of the Offeror, the Issuers, the Joint Dealer Managers, the
Trustees or the Exchange Agent (or their respective directors,
employees or affiliates) makes any representation or recommendation
whatsoever regarding the Exchange Offer Memorandum or the Exchange
Offers, or any recommendation as to whether Holders of Existing
Notes should participate in the Exchange Offers.
Minimum Offer Amount
No Offer to Exchange Existing Notes of a Series will be accepted
by the Offeror unless such Offer to Exchange (in the case of Offers
to Exchange in respect of Existing Tier 2 Notes, after the
application of the relevant Series Acceptance Amount and any
pro-ration of Offers to Exchange) relates to an aggregate principal
amount of Existing Notes of that Series such that, after the
application of the relevant New Tier 2 Consideration Amount for
such Series, a Holder of such Existing Notes is eligible to receive
a principal amount of New Tier 2 Notes of at least GBP100,000 (the
"Minimum Offer Amount"). Where a Holder submits an Exchange
Instruction in respect of a principal amount of Existing Notes of a
Series of less than the relevant Minimum Offer Amount, such
Holder's Exchange Instruction will be rejected. Exchange
Instructions must also be submitted in an aggregate principal
amount of at least the relevant minimum denomination for the
relevant Series of Existing Notes.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the
key events relating to the Exchange Offers. This is an indicative
timetable and is subject to change.
Date and Time Action
----------------------------------- -----------------------------------------------
16 November 2020 Commencement of the Exchange Offer Period
Exchange Offers announced and notice
of the Exchange Offers submitted to
the Clearing Systems and published via
RNS.
Exchange Offer Memorandum available
from the Exchange Agent.
4.00 p.m. (London time) on Expiration Time and Date
24 November 2020 Deadline for receipt of all Exchange
Instructions.
End of the Exchange Offer Period.
Prior to the Price Determination Announcement of Indicative Results
Time Announcement by the Offeror of a non-binding
on 25 November 2020 (or the indication of whether it intends to
Business Day following such accept valid Offers to Exchange Existing
date and time to which the Notes pursuant to the Exchange Offers
Expiration Date, as applicable, and, if so, (i) a non-binding indication
has been so extended or the of the principal amount of each Series
Exchange Offers re-opened) of the Existing Tier 1 Notes to be accepted
for exchange, (ii) a non-binding indication
of the Tier 2 Notes Acceptance Amount
and (iii) a non-binding indication of
the Series Acceptance Amount and the
Pro-ration Factor(s), if applicable,
in relation to each Series of Existing
Tier 2 Notes.
Expected to be at or around Price Determination Time and Date
11.00 a.m. (London time) on The time and date on which the Offeror
25 November 2020 (or the Business will determine (i) the Reference Gilt
Day following such date and Rate in respect of the New Tier 2 Notes,
time to which the Expiration (ii) the New Tier 2 Notes Yield, the
Date, as applicable, has been New Tier 2 Notes Initial Coupon, (iii)
so extended or the Exchange the relevant Exchange Yield and the
Offers re-opened) relevant Exchange Consideration for
each Series of Existing Tier 2 Notes
and (iv) the New Tier 2 Notes Consideration
Amount for each Series of Existing Tier
2 Notes.
As soon as reasonably practicable Results Announcement Date
after the Price Determination On the Results Announcement Date, the
Time on the Price Determination Offeror is expected to announce (i)
Date the Reference Gilt Rate in respect of
the New Tier 2 Notes, (ii) the New Tier
2 Notes Yield, the New Tier 2 Notes
Initial Coupon, (iii) the relevant Exchange
Yield and the relevant Exchange Consideration
for each Series of Existing Tier 2 Notes,
(iv) the New Tier 2 Notes Consideration
Amount for each Series of Existing Tier
2 Notes, (v) whether valid Offers to
Exchange pursuant to the Exchange Offers
are accepted by the Offeror, (vi) the
principal amount of each Series of the
Existing Tier 1 Notes accepted for exchange,
(vii) the Tier 2 Notes Acceptance Amount
in respect of the Existing Tier 2 Notes,
(viii) in relation to each Series of
Existing Tier 2 Notes, the Series Acceptance
Amount and any Pro-ration Factor(s),
(ix) the satisfaction or otherwise of
the Minimum New Issue Size Condition
and (x) the New Issue Amount.
Expected to be on or around Settlement Date
3 December 2020 Settlement Date for the Exchange Offers,
including (i) delivery of the New Tier
2 Notes in exchange for Existing Notes
validly Offered for Exchange and accepted
and (ii) payment of Accrued Interest
Payments, Cash Rounding Amounts (if
any) and Cash Consideration Amounts
(if any).
Holders are advised to check with any bank, securities broker,
Clearing Systems or other Intermediary (as defined herein) through
which they hold their Existing Notes whether such Intermediary
applies different deadlines for any of the events specified above,
and then to allow for such deadlines if the deadlines set by such
persons are prior to the deadlines set out above.
The Offeror may, in its sole discretion, extend, re-open, amend,
waive any condition of, terminate and/or withdraw the Exchange
Offer in respect of any one or more or all Series of Existing Notes
(including, without limitation, amending the New Tier 2 Notes
Conditions, any Exchange Consideration, the Minimum New Issue Size
or the Maximum New Issue Size) at any time up to and including when
the Offeror announces whether it accepts valid Offers to Exchange
pursuant to the Exchange Offers, which the Offeror expects to do on
the Results Announcement Date in relation to each relevant Series
of Existing Notes.
Notice will be given to Holders of the relevant Series of
Existing Notes if the terms and conditions or timing of the
Exchange Offers are amended.
Exchange Instructions received by the Exchange Agent cannot be
revoked except in the limited circumstances described in "Terms of
the Exchange Offers - 15. Revocation Rights" of the Exchange Offer
Memorandum.
The terms of the New Tier 2 Notes will be different from those
of the Existing Notes. In addition to differences in financial
terms which include, inter alia, the Issuer, the coupon and payment
dates, the terms of the New Tier 2 Notes differ in respect of
maturity, the possible redemption dates and ranking. Holders are
advised to read carefully the Exchange Offer Memorandum, including
in particular the section headed "Risk Factors", for full details
of, and information on the procedures for participating in, the
Exchange Offers.
Unless stated otherwise, announcements will be made by the
Offeror (i) by the delivery of notices to the relevant Clearing
Systems for communication to Direct Participants and (ii) through
RNS. Announcements may also be issued by way of press release to a
Notifying News Service and found on the relevant Reuters
International Insider Screen. Copies of all such announcements,
press releases and notices can also be obtained from the Exchange
Agent, the contact details for which are specified below. In
addition, Holders of Existing Notes may contact the Joint Dealer
Managers for information using the contact details specified
below.
FURTHER INFORMATION
Lucid Issuer Services Limited has been appointed by the Offeror
as exchange agent (the "Exchange Agent") in connection with the
Exchange Offers.
Lloyds Bank Corporate Markets plc has been appointed by the
Offeror as Global Co-ordinator & Joint Dealer Manager (the
"Global Co-ordinator & Joint Dealer Manager") for the purposes
of the Exchange Offers.
Goldman Sachs International and Merrill Lynch International have
been appointed by the Offeror as Joint Dealer Managers (together
with the Global Co-ordinator & Joint Dealer Manager, the "Joint
Dealer Managers") for the purposes of the Exchange Offers.
This announcement contains inside information in relation to the
Existing 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.
For further information please contact:
Investor Relations:
Douglas Radcliffe
Group Investor Relations Director
Telephone: +44 (0)20 7356 1571
Email: Douglas.Radcliffe@LloydsBanking.com
Corporate Affairs:
Matthew Smith
Head of Media Relations
Tel: +44 (0) 20 7356 3522
Email: matt.smith@lloydsbanking.com
Requests for information in relation to the Exchange Offers
should be directed to:
GLOBAL CO-ORDINATOR & JOINT DEALER MANAGER
Lloyds Bank Corporate Markets plc
10 Gresham Street
London EC2V 7AE
United Kingdom
Telephone: +44 20 7158 1719/1726
Attention: Liability Management Group
email: liability.management@lloydsbanking.com
JOINT DEALER MANAGERS
Goldman Sachs International Merrill Lynch International
Plumtree Court 2 King Edward Street
25 Shoe Lane London EC1A 1HQ
London EC4A 4AU United Kingdom
United Kingdom
Telephone: +44 20 7552 6157 Telephone: +44 20 7996 5420
Attention: Liability Management Attention: Liability Management
Group Group
email: liabilitymanagement.eu@gs.com email: DG.LM-EMEA@bofa.com
Requests for information in relation to, and for any documents
or materials relating to, the Exchange Offers should be directed
to:
EXCHANGE AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London
WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Attention: Arlind Bytyqi
Email: lloydsbank@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Exchange
Offer Memorandum. This announcement and the Exchange Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Exchange
Offers. If any Holder is in any doubt as to the action it should
take or is unsure of the impact of the Exchange Offers, it is
recommended to seek its own financial and legal advice, including
as to any tax consequences, from its stockbroker, bank manager,
solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Existing 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 Exchange Offers. None of the Offeror, the
Joint Dealer Managers, the Exchange Agent (or any of their
respective directors, officers, employees, agents or affiliates) is
providing Holders with any legal, business, tax or other advice in
the Exchange Offer Memorandum. Holders should consult with their
own advisers as needed to assist them in making an investment
decision and to advise them whether they are legally permitted to
participate in the Exchange Offers.
OFFER RESTRICTIONS
Neither this announcement nor the Exchange Offer Memorandum
constitutes an offer or an invitation to participate in the
Exchange Offers in the United States or in any other jurisdiction
in which, or to any person to or from whom, it is unlawful to make
such offer or invitation or for there to be such participation
under applicable laws. The distribution of this announcement and
the Exchange Offer Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
and/or the Exchange Offer Memorandum comes are required by each of
the Offeror, the Joint Dealer Managers and the Exchange Agent to
inform themselves about and to observe any such restrictions.
No action has been or will be taken in any jurisdiction by the
Offeror, the Joint Dealer Managers or the Exchange Agent that would
constitute a public offering of the New Tier 2 Notes.
United States
The Exchange Offers are not being made, and will not be made,
directly or indirectly, in or into, or by use of the mail of, or by
any means or instrumentality of interstate or foreign commerce of,
or of any facilities of, a national securities exchange of, the
United States. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone and the internet
and other forms of electronic communication. The Existing Notes may
not be Offered for Exchange by any such use, means, instrumentality
or facility from or within the United States or by persons located
or resident in the United States as defined in Regulation S of the
U.S. Securities Act of 1933, as amended (the "Securities Act") or
to U.S. persons as defined in Regulation S of the Securities Act
(each a "U.S. person"). Accordingly, copies of this announcement,
the Exchange Offer Memorandum and any other documents or materials
relating to the Exchange Offers are not being, and must not be,
directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or
to U.S. persons. Any purported Offer to Exchange Existing Notes
resulting directly or indirectly from a violation of these
restrictions will be invalid, and any purported Offer to Exchange
made by a person located in the United States or any agent,
fiduciary or other Intermediary (as defined herein) acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be
accepted.
Neither this announcement nor the Exchange Offer Memorandum is
an offer of securities for sale in the United States or to U.S.
persons. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the Securities Act. The Existing Notes, the
guarantees in respect thereof (where applicable) and the New Tier 2
Notes have not been, and will not be, registered under the
Securities Act or the securities laws of any state or jurisdiction
of the United States, and may not be offered, sold or delivered,
directly or indirectly, in the United States or to, or for the
account or benefit of, U.S. persons. The purpose of this
announcement and the Exchange Offer Memorandum is limited to the
Exchange Offers, and the Exchange Offer Memorandum may not be sent
or given to a person in the United States or otherwise to any
person other than in an offshore transaction in accordance with
Regulation S under the Securities Act.
Each Holder of Existing Notes participating in the Exchange
Offers will be deemed to represent that it is not a U.S. person and
it is not located in the United States and is not participating in
the Exchange Offers from the United States or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Exchange
Offers from the United States. For the purposes of this and the
above paragraph, "United States" means United States of America,
its territories and possessions, any state of the United States of
America and the District of Columbia.
Belgium
Neither this announcement, the Exchange Offer Memorandum nor any
other documents or materials relating to the Exchange Offers have
been submitted to or will be submitted for approval or recognition
to the Financial Services and Markets Authority (Autorité des
services et marches financiers / Autoriteit financiële diensten en
markten) and, accordingly, the Exchange Offers may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6
of the Belgian Law of 1 April 2007 on public takeover bids (the
"Belgian Takeover Law") or as defined in Article 3 of the Belgian
Law of 16 June 2006 on the public offer of placement instruments
and the admission to trading of placement instruments on regulated
markets (the "Belgian Prospectus Law"), both as amended or replaced
from time to time. Accordingly, the Exchange Offers may not be
advertised and the Exchange Offers will not be extended, and
neither this announcement, the Exchange Offer Memorandum nor any
other documents or materials relating to the Exchange Offers
(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 (i) to "qualified investors" in the sense of Article 10 of the
Belgian Prospectus Law, acting on their own account; or (ii) in any
other circumstances set out in Article 6, --2-4 of the Belgian
Takeover Law and Article 3, --2-4 of the Belgian Prospectus Law.
This announcement and the Exchange Offer Memorandum has been issued
only for the personal use of the above qualified investors and
exclusively for the purpose of the Exchange Offer. Accordingly, the
information contained in this announcement and the Exchange Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
France
This announcement, the Exchange Offer Memorandum and any other
documents or offering materials relating to the Exchange Offers may
not be distributed in the Republic of France except to qualified
investors (investisseurs qualifiés) as defined in Article 2(e) of
the Prospectus Regulation. Neither this announcement nor the
Exchange Offer Memorandum has not been and will not be submitted
for clearance to the Autorité des marchés financiers.
Republic of Italy
Neither this announcement, the Exchange Offer Memorandum nor any
other documents or materials relating to the Exchange Offers have
been or will be submitted to the clearance procedure of the
Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant
to Italian laws and regulations.
The Exchange Offers are being carried out in the Republic of
Italy as an exempted offer pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended (the "Issuers' Regulation"). The Exchange Offers are also
being carried out in compliance with article 35-bis, paragraph 7 of
the Issuers' Regulation.
A holder of Existing Notes located in the Republic of Italy can
offer to exchange the Existing Notes through authorised persons
(such as investment firms, banks or financial intermediaries
permitted to conduct such activities in the Republic of Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 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-Ã -vis its clients in
connection with the Existing Notes or the Exchange Offers.
United Kingdom
The communication of this announcement and the Exchange Offer
Memorandum and any other documents or materials relating to the
Exchange Offers 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 otherwise within Article 43(2) 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.
Switzerland
The offering of the New Tier 2 Notes in Switzerland is exempt
from requirement to prepare and publish a prospectus under the
Swiss Financial Services Act ("FinSA") because the New Tier 2 Notes
have a minimum denomination of CHF 100,000 (or equivalent in
another currency) or more and the New Tier 2 Notes will not be
admitted to trading on any trading venue (exchange or multilateral
trading facility) in Switzerland. Neither this announcement nor the
Exchange Offer Memorandum does not constitute a prospectus pursuant
to the FinSA, and no such prospectus has been or will be prepared
for or in connection with the offering of the New Tier 2 Notes.
General
The Issuers, the Joint Dealer Managers, the Trustees and the
Exchange Agent (and their respective directors, employees or
affiliates) make no representations or recommendations whatsoever
regarding this announcement, the Exchange Offer Memorandum or the
Exchange Offers. The Exchange Agent is the agent of the Offeror and
owes no duty to any Holder. None of the Offeror, the Issuers, the
Joint Dealer Managers, the Trustees or the Exchange Agent makes any
recommendation as to whether or not Holders should participate in
the Exchange Offers.
In addition to the representations referred to above in respect
of the United States, each Holder participating in the Exchange
Offers will also be deemed to give certain representations in
respect of the other jurisdictions referred to above and generally
as set out in "Terms of the Exchange Offer - 11. Procedures for
Offering to Exchange Existing Notes" of the Exchange Offer
Memorandum. Offers of Existing Notes for Exchange from a Holder
that is unable to make these representations may be rejected. Each
of the Offeror, the Joint Dealer Managers and the Exchange Agent
reserves the right, in their sole and absolute discretion, to
investigate, in relation to any offer of Existing Notes for
exchange pursuant to the Exchange Offers, whether any such
representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Offeror determines
(for any reason) that such representation is not correct, such
instruction may be rejected.
The Exchange Offers do not constitute an offer to buy or the
solicitation of an offer to sell the Existing Notes and/or the New
Tier 2 Notes in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities or other laws require the relevant Exchange Offer to be
made by a licensed broker or dealer and any of the Joint Dealer
Managers or, where the context so requires, any of their respective
affiliates is such a licensed broker or dealer in that
jurisdiction, the relevant Exchange Offer shall be deemed to be
made on behalf of the Offeror by such Joint Dealer Manager or
affiliate (as the case may be) in such jurisdiction.
[1] Resets on 31 May 2026 to the aggregate of 4.095 per cent.
per annum and the Five Year Benchmark Gilt Rate.
[2] Resets on 22 January 2029 to the aggregate of 13.40 per
cent. per annum and the Five Year Benchmark Gilt Rate.
[3] The Exchange Consideration in respect of this Series shall
be deemed to include consideration for the deferred and unpaid
coupons on the Existing Notes of this Series which are accepted for
exchange.
[4] Resets on 9 December 2031 to the aggregate of 4.40 per cent.
per annum and the Five Year Benchmark Gilt Rate.
This information is provided by RNS, the news service of the
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Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
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END
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