REG - Lloyds Of London - Lloyd’s Subordinated Debt Consent Solicitation

BarclaysAnnouncement

16/11/2021 16:55

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RNS Number : 5806S  Lloyds Of London  16 November 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 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)

16 November 2021. The Issuer announces today 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, all as further described under "Summary of the
Proposals" below.

This announcement does not contain the full terms and conditions of the
Consent Solicitation, which are contained in the consent solicitation
memorandum dated 16 November 2021 (the Consent Solicitation Memorandum)
prepared by the Issuer. Subject to the restrictions described under
"Solicitation and Distribution Restrictions" below, Noteholders may obtain a
copy of the Consent Solicitation Memorandum from the Tabulation Agent, the
contact details for which are set out below. In order to receive a copy of the
Consent Solicitation Memorandum, a holder of Notes will be required to provide
confirmation as to his or her status. Noteholders are advised to read
carefully the Consent Solicitation Memorandum.

In light of the ongoing COVID-19 pandemic, it is expected that it will not be
practicable to hold physical Meetings. As a result, the Issuer will request
the relevant Trustee to prescribe further or alternative regulations regarding
the holding of each Meeting by teleconference (using a video enabled platform)
and, those Eligible Noteholders who wish to attend the relevant Meeting must
give notice in writing to the Tabulation Agent (using the details specified at
the back of the Notice of Meeting) no later than 48 hours before the time
fixed for the Meeting (as more fully described in the notice of the relevant
meeting) and will be provided with further details about attending the
teleconference.

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

Indicative Timetable for the Consent Solicitation

The times and dates below are indicative only. Accordingly, the actual
timetable may differ significantly from the expected timetable set out below.

Event

 Announcement of Consent Solicitation                                         16 November 2021
 Listing Work Fee Deadline                                                    4:00 p.m. (London time) on 30 November 2021
 Expiration Deadline                                                          4:00 p.m. (London time) on 3 December 2021
 Meetings                                                                     From 11:00 a.m. (London time) on 8 December 2021
 Announcement of results of Meetings and satisfaction (or waiver) of Consent  As soon as reasonably practicable after the Meetings (and in any event within
 Conditions                                                                   14 days of the conclusion of the relevant Meetings)
 Execution and delivery of the Supplemental Trust Deeds and announcement      Expected to be on or around 9 December 2021
 confirming re-listing

 Payment Date                                                                 No later than 5 Business Days following the date of the relevant Meeting

If the necessary quorum for any Extraordinary Resolution is not obtained or,
in respect of the 2047 LIBOR Meeting only, the quorum is obtained and the
LIBOR Extraordinary Resolution passed but the Eligibility Condition not
satisfied, the relevant Meeting will be adjourned and the adjourned Meeting
held at such time as will be notified to Noteholders of the relevant Class in
accordance with the relevant Conditions and the relevant Meeting Provisions.
If the Extraordinary Resolution is passed at the adjourned such Meeting and,
in respect of the LIBOR Extraordinary Resolution only, the Eligibility
Condition satisfied, the execution and delivery of the Supplemental Trust
Deeds, publication of the announcement confirming the re-listing of the Notes
and the relevant modifications to the Conditions in respect of such Class
described in the Consent Solicitation Memorandum will be implemented as soon
as reasonably practicable after such adjourned Meeting and insofar as the
relevant Consent Conditions are satisfied (or waived).

Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold their Notes when such intermediary would
need to receive instructions from a Noteholder in order for such Noteholder to
participate in, or (in the limited circumstances in which revocation is
permitted) validly revoke their instruction to participate in, the Consent
Solicitation and/or the relevant Meeting(s) by the deadlines specified above.
The deadlines set by any such intermediary and any applicable Clearing System
for the submission and (in the limited circumstances in which revocation is
permitted) revocation of Consent Instructions will be earlier than the
relevant deadlines above.

Summary of the Proposals

The relevant proposals are:

(i)     in respect of the 2024 Notes and the 2047 Notes, to re-list the
Notes on the London Stock Exchange's International Securities Market in order
for the Issuer to adopt UK GAAP as the basis of preparation of its
consolidated financial statements thus aligning the basis of preparation with
the Lloyd's Market financial statements (the Listing Proposal and, the
relevant Extraordinary Resolution in respect of each Class, the Listing
Extraordinary Resolution); and

(ii)    in respect of the 2047 Notes only, to amend the interest basis of
the 2047 Notes to transition from LIBOR to SONIA from the First Call Date
(assuming the 2047 Notes aren't redeemed on the First Call Date) by adopting
compounded daily SONIA in arrear without observational shift plus a spread
adjustment of 0.1193 per cent. per annum (being the ISDA fallback spread
adjustment for 3-month Sterling LIBOR published by Bloomberg and fixed as of 5
March 2021) (the LIBOR Proposal and, the relevant Extraordinary Resolution to
be proposed to 2047 Noteholders, the LIBOR Extraordinary Resolution),

(together, the Proposals).

If the Extraordinary Resolution is passed in respect of any Class, the
proposed amendments to the relevant Conditions will be binding on all
Noteholders of such Class of Notes, including those Noteholders of such Class
who do not vote in respect of, or vote against, the relevant Proposals.

If an Extraordinary Resolution is passed at the relevant Meeting in respect of
any Class and the relevant Consent Conditions are satisfied (or waived), the
Issuer will determine when execution and delivery of the relevant Supplemental
Trust Deed and publication of the announcement confirming the re-listing of
the Notes is to take place and will announce the effective date for
implementation of the Proposals.

Noteholders are advised to review the relevant Supplemental Trust Deed
relating to the relevant Class, which sets out the proposed amendments to the
Conditions and is appended to the Consent Solicitation Memorandum at Annex 3
(Form of 2024 Notes Supplemental Trust Deed) or Annex 4 (Form of 2047 Notes
Supplemental Trust Deed), as applicable.

Review of a Special Committee of the Investment Association

 

The Proposals described in the Consent Solicitation Memorandum have been
considered by a special committee (the Special Committee) of The Investment
Association at the request of the Issuer. The members of the Special
Committee, who hold in aggregate approximately 29.23 per cent. of the
outstanding principal amount of the 2024 Notes and approximately 49.56 per
cent. of the outstanding principal amount of the 2047 Notes have examined the
Proposals. They have informed the Issuer that they find the Proposals
acceptable and that, subject to client and other approvals, they intend to
vote in favour of the Proposals in respect of their holdings of Notes.

As such, Noteholders should bear in mind that while the Special Committee were
asked to confirm, after due enquiry, the amount of their holdings they will be
able to commit to vote in favour of the Proposals, any indication given by a
member of the Special Committee of its intention to vote is not binding on
such member of the Special Committee.

The Special Committee has advised the Issuer that these recommendations relate
only to the Proposals set out in the Consent Solicitation Memorandum and not
to any future offers or proposals which any of them may make. Noteholders
should, however, nonetheless undertake their own detailed assessment of the
Proposals.

Listing Work Fee

Subject to the satisfaction (or waiver, in the sole and absolute discretion of
the Issuer) of the Listing Consent Conditions, each Noteholder from whom a
valid Consent Instruction in respect of the relevant Listing Extraordinary
Resolution (irrespective of whether such Noteholder votes in favour or against
the relevant Listing Extraordinary Resolution) is received by the Tabulation
Agent by 4:00 p.m. (London time) on 30 November 2021 (such time and date with
respect to each relevant Class, as the same may be extended, the Listing Work
Fee Deadline) will be eligible to receive payment of an amount equal to 0.10
per cent. of the outstanding principal amount of the Notes that are the
subject of such Consent Instruction (the Listing Work Fee). Subject to the
conditions described in the Consent Solicitation Memorandum being met, the
Listing Work Fee is available to all Eligible Noteholders, regardless of
whether they vote in favour of or against the relevant Listing Extraordinary
Resolution.

Noteholders may continue to submit Consent Instructions in respect of the
Listing Extraordinary Resolution after the Listing Work Fee Deadline and up to
the Expiration Deadline (in favour or against the relevant Listing
Extraordinary Resolution), but any Noteholder from whom a valid Consent
Instruction is received after the Listing Work Fee Deadline will not be
eligible to receive the Listing Work Fee.

Only Eligible Noteholders will, subject to the conditions described in the
Consent Solicitation Memorandum, be entitled to receive the Listing Work Fee.
Payment of the Listing Work Fee is conditional on the satisfaction (or waiver,
in the sole and absolute discretion of the Issuer) of the Listing Consent
Conditions. In the event that the Listing Consent Conditions are not satisfied
but are waived by the Issuer (in its sole and absolute discretion) in order to
implement the relevant Listing Extraordinary Resolution in respect of one
Class of Notes only, the Listing Work Fee will only be payable in respect of
the relevant Listing Extraordinary Resolution being implemented.

In line with Investment Association guidance and recommendations aimed at
encouraging industry-wide transition, no consent fee will be payable in
connection with the LIBOR Extraordinary Resolution in respect of the 2047
Notes.

Meetings

At each Meeting, Noteholders will be invited to consider and, if thought fit,
approve the relevant Extraordinary Resolution, with any implementation of that
Extraordinary Resolution being subject to satisfaction (or waiver) of the
relevant Consent Conditions.

The implementation of the Listing Extraordinary Resolutions will be
conditional on:

(i)           the passing of the Listing Extraordinary Resolution in
respect of the 2024 Notes; and

(ii)          the passing of the Listing Extraordinary Resolution in
respect of the 2047 Notes,

((a) and (b) together, the Listing Consent Conditions).

The implementation of the LIBOR Extraordinary Resolution will be conditional
on:

(iii)         the passing of the relevant Extraordinary Resolution;
and

(iv)         the quorum required for, and the requisite majority of
votes cast at, the Meeting being satisfied, by Eligible Noteholders,
irrespective of any participation at the Meeting by Ineligible Noteholders
(and would also have been so satisfied if any Ineligible Noteholders who
provide confirmation only of their status as Ineligible Noteholders and waive
their right to attend and vote (or be represented) at the Meeting had actually
participated at such Meeting), including the satisfaction of such condition at
an adjourned Meeting (the Eligibility Condition),

((a) and (b) together, the LIBOR Consent Conditions and together with the
Listing Consent Conditions, each Consent Conditions).

The Issuer may waive the Consent Conditions in its sole and absolute
discretion, subject to applicable law.

In
accordance with the procedures for participating in the Consent Solicitation and at the Meetings (see the
Consent Solicitation Memorandum and the relevant Notice), each
Noteholder must confirm whether or not it is an Eligible Noteholder
(or Ineligible Noteholder, as the case may
be) in order to participate in the Consent Solicitation in accordance
with the terms of the Consent Solicitation Memorandum and the relevant
Notice or otherwise participate at the relevant Meeting. A Consent
Instruction which does not include such confirmation will be treated as not
having been validly submitted and will be
rejected.

At each Meeting, the relevant Extraordinary Resolution(s) will be considered
by the holders of the relevant Class of Notes only, and the passing of the
relevant Extraordinary Resolution is not conditional on the passing of the
Extraordinary Resolution relating to any other Class. However, the
implementation of the Proposals and payment of any relevant Listing Work Fee
are conditional on the satisfaction of the relevant Consent Conditions which,
in the case of the Listing Consent Conditions, includes the relevant Listing
Extraordinary Resolution being approved by the other Class of Noteholders.

Background to the Proposals

 

Re-Listing the Notes on ISM

 

The Lloyd's Market financial statements are prepared in accordance with
Generally Accepted Accounting Principles in the United Kingdom (UK GAAP)
whilst the Issuer's consolidated financial statements are currently prepared
in accordance with International Financial Reporting Standards (IFRS). This
deviation in reporting basis is solely driven by the current listing of the
Issuer's 2024 Notes and the 2047 Notes on the Main Market of the London Stock
Exchange. Re-listing the 2024 Notes and the 2047 Notes on the London Stock
Exchange's International Securities Market (the ISM) will allow the Issuer
to report under UK GAAP, thereby aligning the reporting basis with that used
for the Lloyd's Market results.

 

The Issuer wishes to align the reporting basis for its consolidated financial
statements with the reporting basis for the Lloyd's Market financial
statements by adopting UK GAAP. The Issuer's consolidated financial
information is already prepared on a UK GAAP basis to enable the preparation
of the Lloyd's Market results; changing the basis of the Issuer's
consolidated financial statements will ensure there is consistency in all
financial reporting which Noteholders and other stakeholders consider when
assessing the financial performance and position of the Issuer and the
Lloyd's Market. In addition, unless the reporting basis is aligned, future
changes to IFRS such as IFRS 17 which changes the basis of reporting and
measuring insurance contracts, will bring about further divergence between
the consolidated financial statements of the Issuer prepared in accordance
with IFRS and the financial statements of the Lloyd's Market prepared in
accordance with UK GAAP.

 

Re-listing the 2024 Notes and the 2047 Notes on the ISM will have no impact on
the credit rating of the Notes, the Issuer's financial strength of the
ratings or the Issuer's continuing regulatory obligations under the 2024
Notes or the 2047 Notes. There will also be no change in the frequency of the
Issuer's financial reporting, nor will there be any significant change to the
Issuer's basis of valuation of assets and liabilities and recognition of
income and expenses. As such, comparability with the financial information
presented in previous years will be maintained irrespective of the
re-listing.

 

Furthermore, changing the Issuer's basis of reporting will not have a
significant impact on the Issuer's solvency coverage which is expected to
continue to be comfortably above 200 per cent.

 

The Issuer is proposing a Listing Extraordinary Resolution at separate
Meetings of holders of the 2024 Notes and the 2047 Notes to consider, and if
thought fit, approve the re-listing of each Class of Notes on ISM.

 

Updating the reference rate for the 2047 Notes from LIBOR to SONIA

 

As Noteholders will be aware, on 5 March 2021 the Financial Conduct Authority
(the FCA) formally announced the future cessation or loss of
representativeness of all settings of euro, Swiss franc, Japanese yen, and
sterling LIBOR, 1 week and 2 month US dollar LIBOR settings, after 31 December
2021, and overnight 1 month, 3 month, 6 month and 12 month US dollar LIBOR
settings after 30 June 2023 (the FCA LIBOR Announcement). Also on 5 March
2021, ISDA separately confirmed that the FCA LIBOR Announcement constituted an
Index Cessation Event as defined in the ISDA IBOR Fallbacks Supplement (the
IBOR Fallbacks Supplement) and the ISDA 2020 IBOR Fallbacks Protocol for all
35 LIBOR settings. As a result, the fallback spread adjustment published by
Bloomberg was fixed as of 5 March 2021 for all euro, sterling, Swiss franc, US
dollar and yen LIBOR settings.

 

Prior to the FCA LIBOR Announcement, the FCA confirmed that it will no longer
persuade or compel banks to submit rates for the calculation of the sterling
LIBOR benchmark after the end of 2021 and the Bank of England and the FCA
mandated a working group to promote a broad-based transition to the SONIA
across sterling bond, loan and derivative markets, so  that SONIA is
established as the primary sterling interest rate benchmark by the end of
2021.

 

Therefore, the continuation of sterling LIBOR on the current basis and in its
current form cannot and will not be guaranteed after 2021 and the FCA has
urged market participants to take active steps to implement the transition to
SONIA and other risk-free rates ahead of this deadline. In this regard, we
refer Noteholders to, without limitation:

 

(a)   the speech of Andrew Bailey, the Chief Executive of the FCA, on 27
July 2017 entitled "The Future of LIBOR";

(b)   the statement of the FCA entitled "FCA Statement on LIBOR panels"
dated 24 November 2017;

(c)   the speech of Andrew Bailey, the Chief Executive of the FCA, on 12
July 2018 entitled "Interest rate benchmark reform - transition to a world
without LIBOR";

(d)   the "Dear CEO Letter" sent by the FCA and the PRA to major banks and
insurers and published on the FCA website, dated 19 September 2018, relating
to the need to transition from LIBOR to alternative benchmarks;

(e)   the speech of Andrew Bailey, the Chief Executive of the FCA, on 15
July 2019 entitled "LIBOR: preparing for the end";

(f)    the statement of the FCA entitled "Further statement from the RFRWG
on the impact of Coronavirus on the timeline for firms' LIBOR transition
plans" emphasising that the LIBOR transition will continue as planned despite
the difficulties presented by the Coronavirus pandemic dated 29 April 2020;

(g)   the statement of the FCA entitled "The FCA and the Bank of England
encourage market participants in further switch to SONIA in interest rate swap
markets" dated 28 September 2020;

(h)   the FCA and PRA "Dear CEO Letter" relating to the transition from
LIBOR to risk free rates dated 26 March 2021;

(i)    the speech of Andrew Bailey, the Chief Executive of the FCA, on 11
May 2021 entitled "Descending safely: Life after Libor";

(j)    the statement of the FCA entitled "The FCA and the Bank of England
encourage market participants in a switch to SONIA in the sterling exchange
traded derivatives market from 17 June" dated 13 May 2021;

(k)   the IA document entitled "Encouraging transition of LIBOR-linked
bonds" published on 22 June 2021 emphasising (i) the need for all legacy
sterling LIBOR contacts to transition from LIBOR to alternative benchmarks by
the end of Q3 2021 and to include contractually robust fall-back provisions,
and (ii) that it was now commonly expected that consent fees should be waived
by investors to encourage industry-wide transition;

(l)    the statement of the FCA entitled "FCA consults on proposed decision
to require synthetic LIBOR for 6 sterling and Japanese yen settings" dated 24
June 2021; and

(m)  the statement of the FCA entitled "Further arrangements for the orderly
wind-down of LIBOR at end-2021" dated 19 September 2021.

 

The Issuer is therefore proposing to amend the interest basis of the 2047
Notes to transition from LIBOR to SONIA from the First Call Date (assuming the
2047 Notes aren't redeemed on the First Call Date) by adopting compounded
daily SONIA in arrear without observational shift plus a spread adjustment of
0.1193 per cent. per annum (being the ISDA fallback spread adjustment for
3-month Sterling LIBOR published by Bloomberg and fixed as of 5 March 2021)
(the SONIA Methodology). The Margin will remain at 4.479 per cent. per annum.

 

The proposed adoption of the SONIA Methodology is considered by the Issuer as
appropriate and in line with market practice as at today's date, and is
intended to achieve (in so far as reasonably practicable) an economically
neutral outcome as at the time of the transition on the First Call Date,
taking into account general industry and market feedback for the 'active'
transition of LIBOR referencing securities and facilities. The amendments are
being proposed in order to eliminate market risk for the 2047 Noteholders.

 

The pricing methodology proposed for the spread adjustment to be added to
compounded SONIA pursuant to the SONIA Methodology uses principles outlined in
the IBOR Fallbacks Supplement, which incorporates into the 2000 and 2006 ISDA
definitional booklets new interbank offered rate fallbacks. The ISDA IBOR
Fallbacks Supplement details the calculation of IBORs in a number of
currencies, including Sterling LIBOR before and after an Index Cessation Event
(as occurred on 5 March 2021).

 

The methodology used by ISDA is the result of several industry consultations
conducted by ISDA, with 67 per cent. of respondents to the initial 2018
"Benchmark Fallback Consultation" undertaken by ISDA selecting the historical
mean/median as their preferred spread adjustment approach. Subsequently the
ISDA "5 year historical median" methodology has been identified as the
consensus for the credit spread adjustment methodology for fallbacks in
Sterling cash products among respondents to a survey conducted by The Working
Group on Sterling Risk-Free Reference Rates of the Bank of England, with 100
per cent. of respondents voting for this method.

 

As such, the Issuer is adopting the principles outlined in the methodology for
adjustments contained in the IBOR Fallbacks Supplement in order to (i) conform
to the standards sought to be adopted by the industry, and (ii) minimize
uncertainty for investors by ensuring that the methodology adopted has
objective standards and is consistent with what is customarily applied in the
market. The LIBOR Extraordinary Resolution (as defined below) therefore
incorporates a spread of 0.1193 per cent. per annum being the ISDA fallback
spread adjustment for 3-month Sterling LIBOR published by Bloomberg and fixed
as of 5 March 2021.

 

The Issuer is proposing the LIBOR Extraordinary Meeting at a separate Meeting
of the holders of the 2047 Notes to consider, and if thought fit, approve the
transition from LIBOR to the SONIA Methodology.

 

General

Unless stated otherwise, all announcements in connection with the Consent
Solicitation will be made by the Issuer by delivery of a notice to the
Clearing Systems for communication to Direct Participants and by publication
on the website of the London Stock Exchange. Such announcements may also be
made on the relevant Reuters Insider screen page and/or by the issue of a
press release to a Notifying News Service. Copies of all announcements,
Notices and press releases can also be obtained from the Tabulation Agent, the
contact details for which appear below. Significant delays may be experienced
where Notices are delivered to the relevant Clearing Systems and Noteholders
are urged to contact the Tabulation Agent for the relevant announcements
during the course of the Consent Solicitation. In addition, Noteholders may
contact any of the Solicitation Agents for information using the contact
details below.

The Issuer may, at its option and in its sole and absolute discretion, extend,
waive any condition of, amend or terminate the Consent Solicitation and/or any
of the Proposals (subject in each case to applicable law and the Meeting
Provisions and as provided in the Consent Solicitation Memorandum, and
provided that no amendment may be made to the terms of the Extraordinary
Resolution(s)).

Each Noteholder who is (a) not a Sanctions Restricted Person, (b) an eligible
counterparty or a professional client (each as defined in EU MiFID II) or an
eligible counterparty (as defined in the COBS) or a professional client (as
defined in UK MiFIR) and (c) otherwise a person to whom the Consent
Solicitation can be lawfully made and that may lawfully participate in the
Consent Solicitation is an Eligible Noteholder. In addition, in respect of the
2047 LIBOR Meeting only, a Noteholder must be located and resident outside the
United States and not a U.S. person (as defined in Regulation S under the
Securities Act) in order to be an Eligible Noteholder.

Eligible Noteholders are advised to read carefully the Consent Solicitation
Memorandum for full details of, and information on the procedures for
participating in, the Consent Solicitation.

Barclays Bank PLC and Goldman Sachs International are acting as Solicitation
Agents, Lucid Issuer Services Limited are acting as Tabulation Agent.

Questions and requests for assistance in connection with the Consent
Solicitation may be directed to either of the Solicitation Agents:

 

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)

Questions and requests for assistance in connection with the delivery of
Consent Instructions may be directed to the Tabulation Agent:

 

 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.

DISCLAIMER This announcement must be read in conjunction with the Consent
Solicitation Memorandum. The Consent Solicitation Memorandum contains
important information which should be read carefully before any decision is
made with respect to the Consent Solicitation. If any Noteholder is in any
doubt as to the action it should take or is unsure of the impact of the
implementation of any Extraordinary Resolution, it is recommended to seek its
own financial, legal and investment advice, including in respect of any tax
consequences, from its broker, bank manager, solicitor, accountant or other
independent financial, tax 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 Consent Solicitation or otherwise participate at the
relevant Meeting (including any adjourned such Meeting). None of the Issuer,
the Solicitation Agents, the Tabulation Agent, HSBC Corporate Trustee Company
(UK) Limited (the 2024 Notes Trustee) or Citicorp Trustee Company Limited (the
2047 Notes Trustee and together with the 2024 Notes Trustee, the Trustees)
expresses any opinion about the terms of the Consent Solicitation or
Extraordinary Resolution or makes any recommendation whether Noteholders
should participate in the Consent Solicitation or otherwise participate at the
Meeting(s) applicable to them.

 

SOLICITATION AND DISTRIBUTION RESTRICTIONS

General

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 of, 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.

Each Noteholder participating in the Consent Solicitation will be required to
make certain representations. Any Consent Instructions from a Noteholder that
is unable to make these representations (and is not an Ineligible Noteholder)
will not be accepted. Each of the Issuer, the Solicitation Agents and the
Tabulation Agent reserves the right, in its absolute discretion, to
investigate, in relation to any submission of Consent Instructions, whether
any such representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Issuer determines (for any
reason) that such representation is not correct, such Consent Instruction may
be rejected.

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