REG - Lloyds Of London - Lloyd’s Sub Debt Consent Solicitation Results

BarclaysAnnouncement

08/12/2021 15:25

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RNS Number : 0163V  Lloyds Of London  08 December 2021

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

 

The Society of Lloyd's

(a statutory corporation incorporated by Lloyd's Act 1871)

(the Issuer)

announces results of consent solicitation in respect of its

£500,000,000 Fixed Rate Subordinated Notes due 2024 (XS1130913558) (the 2024
Notes), and

£300,000,000 Fixed to Floating Rate Callable Subordinated Notes due 2047
(XS1558089261) (the 2047 Notes, together the Notes and each class of Notes a
Class)

8 December 2021. On 16 November, the Issuer announced an invitation (the
Consent Solicitation) to certain eligible holders of its Notes to consent, by
way of Extraordinary Resolution at separate meetings of the holders of each
Class of Notes, to certain amendments to the terms and conditions of the 2024
Notes and the 2047 Notes to (i) change the listing venue of the Notes from the
Main Market of the London Stock Exchange to the London Stock Exchange's
International Securities Market and (ii) change the reference rate for the
2047 Notes from LIBOR to SONIA.

Capitalised terms used in this announcement but not defined have the meanings
given to them in the Consent Solicitation Memorandum.

 

Notice is hereby given that:

 

-       at the 2024 Notes Meeting, Noteholders present or representing
more than 50 per cent. in principal amount of the 2024 Notes for the time
being outstanding voted and a majority consisting of at least 75 per cent. of
those voting voted in favour of the Listing Extraordinary Resolution;

 

-       at the 2047 Listing Meeting, Noteholders present or representing
more than 50 per cent. in principal amount of the 2047 Notes for the time
being outstanding voted and a majority consisting of at least 75 per cent. of
those voting voted in favour of the Listing Extraordinary Resolution; and

 

-       at the 2047 LIBOR Meeting, Eligible Noteholders present or
representing more than two-thirds in principal amount of the 2047 Notes for
the time being outstanding voted and a majority consisting of at least 75 per
cent. of those Eligible Noteholders voting voted in favour of the LIBOR
Extraordinary Resolution.

 

As such, the Listing Consent Conditions and the LIBOR Consent Conditions have
each been satisfied.

 

The Issuer will therefore proceed with implementation of the Proposals and
arrange for (i) the Supplemental Trust Deeds to be executed by the relevant
parties thereto and (ii) the Notes to be relisted on the London Stock
Exchange's International Securities Market with effect from 10 December 2021.

 

The Listing Work Fee, payable to Eligible Noteholders who voted in respect of
one or both of the Listing Extraordinary Resolutions prior to the Listing Work
Fee Deadline, will be paid on 15 December 2021.

Further details on the Consent Solicitation can be obtained from:

 

SOLICITATION AGENTS

 Barclays Bank PLC                                       Goldman Sachs International
 5 The North Colonnade                                   Plumtree Court

Canary Wharf
25 Shoe Lane

London E14 4BB
London EC4A 4AU

United Kingdom
United Kingdom

Telephone: +44 (0) 20 3134 8515
Telephone: +44 (0) 20 7051 7385

Attention: Liability Management Group
Attention: Liability Management Group

Email: eu.lm@barclays.com (mailto:eu.lm@barclays.com)
Email: liabilitymanagement.eu@gs.com (mailto:liabilitymanagement.eu@gs.com)

 

 TABULATION AGENT
 Lucid Issuer Services Limited
 The Shard

 32 London Bridge Street

 London SE1 9SG

 United Kingdom

 Telephone: + 44 (0) 20 7704 0880

 Attention: Illia Vyshenskyi

 Email: Lloyds@lucid-is.com

This announcement is released The Society of Lloyd's and contains information
that may have qualified as inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (UK MAR), encompassing
information relating to the Offer described above. For the purposes of UK MAR
and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018,
this announcement is made by Burkhard Keese, Chief Financial Officer of The
Society of Lloyd's.

SOLICITATION AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Consent Solicitation Memorandum
in certain jurisdictions may be restricted by law, and persons into whose
possession this announcement and/or the Consent Solicitation Memorandum comes
are required to inform themselves about, and to observe, any such
restrictions.

Nothing in this announcement or the Consent Solicitation Memorandum
constitutes or contemplates an offer to purchase or the solicitation of an
offer to sell any security in any jurisdiction and participation in the
Consent Solicitation by a Noteholder in any circumstances in which such
participation is unlawful will not be accepted.

 

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