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REG - Aff WaterFin2004 Plc - Tender Offer

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RNS Number : 0664Z  Affinity Water Finance (2004) Plc  03 March 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014.

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

Affinity Water Finance (2004) PLC announces a Tender Offer in respect of its
outstanding Sub-Class 5.875 per cent. Guaranteed Notes due 2026 (ISIN:
XS0195751523) and proposed issue of new sterling denominated fixed rate notes
by Affinity Water Finance PLC (the "New Notes")

3 March 2025. Affinity Water Finance (2004) PLC 1  (#_ftn1) (the "Company")
announces today an invitation to the holders of its outstanding Sub-Class
5.875 per cent. Guaranteed Notes due 2026 (ISIN: XS0195751523) unconditionally
and irrevocably guaranteed by Affinity Water Limited, Affinity Water Holdings
Limited and Affinity Water Finance Plc (the "Programme Issuer") (the "Notes")
to tender any and all such Notes for purchase by the Company for cash (the
"Offer").

The Offer is being made on the terms and subject to the conditions including,
without limitation, the New Financing Condition (as defined below), contained
in a tender offer memorandum dated 3 March 2025 (the "Tender Offer
Memorandum") prepared by the Company, and is subject to the offer restrictions
set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution
restrictions) available from the Tender Agent as set out below. Capitalised
terms used in this announcement but not defined herein have the meanings given
to them in the Tender Offer Memorandum.

Summary of the Offer

 Description of the Notes                             ISIN/          Outstanding Nominal Amount  Benchmark Security               Purchase Spread

Common Code
 Sub-Class 5.875 per cent. Guaranteed Notes due 2026  XS0195751523/  £250,000,000                1.500 per cent. UK Treasury due  +90 basis points

019575152
22 July 2026

                                                                                                 (ISIN: GB00BYZW3G56)

Rationale for the Offer

The purpose of the Offer and the planned issuance of New Notes (as defined
below) is, amongst other things, to optimise the Financing Group's debt
maturity profile. Furthermore, the Offer will provide liquidity to those
holders whose Notes are accepted and purchased in the Offer.

The Company intends to cancel any Notes purchased by the Company pursuant to
the Offer following the Settlement Date (as defined below).

Purchase Price and Accrued Interest Payment

Subject to the terms and conditions of the Offer (including the satisfaction
(in the sole determination of the Company) or waiver of the New Financing
Condition) as set out herein and in the Tender Offer Memorandum, the Company
will, on the Settlement Date, pay for Notes validly tendered and accepted for
purchase by the Company pursuant to the Offer:

(i)            the relevant cash purchase price (the "Purchase
Price") expressed as a percentage of the nominal amount thereof, to be
determined at the Pricing Time by reference to the annualised sum (the
"Purchase Yield") of the Purchase Spread and the Benchmark Security Rate; and

(ii)          the relevant Accrued Interest Payment.

The final determination of the Purchase Price will be made in accordance with
standard market convention (rounded to the nearest 0.001 per cent., with
0.0005 per cent. rounded upwards) at or around 11:00 a.m. (London time) on the
Business Day following the Expiration Deadline (the "Pricing Time", expected
to be on 12 March 2025), and is intended to reflect a yield to maturity of the
Notes on the Settlement Date equal to the Purchase Yield. Specifically, the
Purchase Price will equal (a) the value of all remaining payments of principal
and interest on the Notes up to and including the maturity date for the Notes,
discounted to the Settlement Date at a discount rate equal to the Purchase
Yield, minus (b) the Accrued Interest. The determination of the Purchase Price
in respect of the Notes will, in the absence of manifest error, be final and
binding on all parties.

Any and All Offer

If the Company decides to accept any Notes for purchase, subject to
satisfaction (in the sole determination of the Company) or waiver of the New
Financing Condition, the Company intends to accept all validly tendered Notes
for purchase in full pursuant to the Offer, with no pro rata scaling.

New Financing Condition

The Programme Issuer announced today its intention to issue one or more new
series of sterling-denominated fixed rate notes (the "New Notes") under its
£2,500,000,000 Multicurrency Programme for the Issuance of Guaranteed Bonds
(the "Programme"), subject to market conditions. The New Notes are intended to
be subscribed for by the joint bookrunners appointed in respect of the
offering of the New Notes, and application will be made for the New Notes to
be admitted on issue to the Official List of the FCA and to trading on the
London Stock Exchange's Main Market.

Whether the Company will accept for purchase any Notes validly tendered in the
Offer is subject, without limitation, to the successful completion (in the
sole determination of the Company) of the issue of the New Notes (the "New
Financing Condition") unless such condition is waived in the sole and absolute
discretion of the Company.

Even if the New Financing Condition is satisfied (in the sole determination of
the Company) or waived on or prior to the Settlement Date, the Company is not
under any obligation to accept for purchase any Notes validly tendered
pursuant to the Offer. The acceptance for purchase by the Company of Notes
validly tendered pursuant to the Offer is at the sole and absolute discretion
of the Company and tenders may be rejected by the Company for any reason.

Allocation of the New Notes

The Programme Issuer may, in connection with the allocation of the New Notes,
consider among other factors whether or not the relevant investor seeking an
allocation of the New Notes has, prior to such allocation, validly tendered or
given a firm indication to the Dealer Managers that they intend to tender
their Notes pursuant to the Offer and, if so, the aggregate nominal amount of
Notes tendered or intended to be tendered by such investor. Therefore, a
Noteholder who wishes to subscribe for New Notes in addition to tendering its
Notes for purchase pursuant to the Offer may be eligible to receive, at the
sole and absolute discretion of the Programme Issuer, priority in the
allocation of the New Notes, subject to the issue of the New Notes and to the
completion of the Offer and such Noteholder also making a separate application
for the purchase of such New Notes to the Dealer Managers, and RBC Europe
Limited (in their capacity as joint bookrunners of the issue of the New Notes)
or to any other manager of the issue of the New Notes in accordance with the
standard new issue procedures of such manager. However, the Programme Issuer
is not obliged to allocate the New Notes to a Noteholder who has validly
tendered or indicated a firm intention to tender Notes pursuant to the Offer
and, if New Notes are allocated, the nominal amount thereof may be less or
more than the nominal amount of Notes validly tendered by such holder and
accepted by the Company pursuant to the Offer. Any such allocation will also,
among other factors, take into account the minimum denomination of the New
Notes (being £100,000).

All allocations of the New Notes, while being considered by the Programme
Issuer as set out above, will be made in accordance with customary new issue
allocation processes and procedures. In the event that a Noteholder validly
tenders Notes pursuant to the Offer, such Notes will remain subject to such
tender and the conditions of the Offer as set out in the Tender Offer
Memorandum irrespective of whether that Noteholder receives all, part or none
of any allocation of New Notes for which it has applied.

Noteholders should note that the pricing and allocation of the New Notes are
expected to take place prior to the Expiration Deadline for the Offer and any
Noteholder that wishes to subscribe for New Notes in addition to tendering
existing Notes for purchase pursuant to the Offer should therefore provide, as
soon as practicable, to any Dealer Manager any indications of a firm intention
to tender Notes for purchase pursuant to the Offer and the quantum of Notes
that it intends to tender.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and
the Accrued Interest Payment pursuant to, the Offer, Noteholders must validly
tender their Notes for purchase by delivering, or arranging to have delivered
on their behalf, a valid Tender Instruction that is received by the Tender
Agent by 4:00 p.m. (London time) on 11 March 2025, unless extended, re-opened,
amended and/or terminated as provided in the Tender Offer Memorandum (the
"Expiration Deadline"). See "Procedures for participating in the Offer" in the
Tender Offer Memorandum.

Tender Instructions will be irrevocable except in the limited circumstances
described in "Amendment and Termination" in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of no less than £1,000, being the minimum denomination of the Notes,
and may be submitted in integral multiples of £1,000 thereafter.

Indicative Timetable for the Offer

The following sets out the expected times and dates of the key events relating
to the Offer. The times and dates below are indicative only and subject to
change.

 Events                                                                           Times and Dates
                                                                                  (all times are London time)
 Commencement of the Offer

 Announcement of Offer and of the Programme Issuer's intention to issue New       3 March 2025
 Notes, subject to market conditions. Tender Offer Memorandum available from
 the Tender Agent and notice of the Offer delivered to the Clearing Systems for
 communication to Direct Participants. Commencement of the tender offer period.
 Expiration Deadline

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in   4:00 p.m. (London time) on 11 March 2025
 order for Noteholders to be able to participate in the Offer.
 Pricing Time for the Notes

 Determination of the Benchmark Security Rate, and calculation of the Purchase    At or around 11.00 a.m. (London time) on 12 March 2025
 Price for any Notes accepted for purchase pursuant to the Offer.
 Announcement of Final Results and Pricing

 Announcement of (i) whether the Company will accept (subject to satisfaction     As soon as reasonably practicable after the Pricing Time
 (in the sole determination of the Company) or waiver of the New Financing
 Condition on or prior to the Settlement Date) valid tenders of Notes for
 purchase pursuant to the Offer and, if so accepted, (ii) the Final Acceptance
 Amount, (iii) the Purchase Yield, (iv) the Benchmark Security Rate, (v) the
 Purchase Price for any Notes accepted for purchase and (vi) the aggregate
 nominal amount of Notes expected to be outstanding after the Settlement Date.
 Expected Settlement Date

 Subject to satisfaction (in the sole determination of the Company) or waiver     13 March 2025
 of the New Financing Condition on or prior to such date, the expected
 Settlement Date for the Offer.

The Company may, in its sole discretion, extend, re-open, amend, waive any
condition of or terminate the Offer at any time (subject to applicable law and
as provided in the Tender Offer Memorandum) and the above times and dates are
subject to the right of the Company to so extend, re-open, amend and/or
terminate the Offer. Accordingly, the actual timetable may differ
significantly from the timetable above.

Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, the Offer before the
deadlines specified in this announcement and the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for the
submission of Tender Instructions will be earlier than the relevant deadlines
specified above.

Announcements

Unless stated otherwise, announcements in connection with the Offer will be
made by the Company (i) by publication through the website of the Regulatory
News Service operated by the London Stock Exchange plc and (ii) by the
delivery of notices to the Clearing Systems for communication to Direct
Participants. Such announcements may also be made on the relevant Informa IGM
Screen Insider service and/or by the issue of a press release to a Notifying
News Service and/or by any other means. Copies of all such announcements,
press releases and notices can also be obtained upon request from the Tender
Agent, the contact details for which are set out below. Significant delays may
be experienced where notices are delivered to the Clearing Systems and
Noteholders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offer. In addition, Noteholders may
contact the Dealer Managers for information using the contact details set out
below.

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

Further Information

Questions and requests for assistance in connection with (i) the Offer may be
directed to the Dealer Managers, and (ii) the delivery of Tender Instructions
may be directed to the Tender Agent, the contact details for each of which are
set out below:

 

                               DEALER MANAGERS
 Barclays Bank PLC                                           Lloyds Bank Corporate Markets plc
 1 Churchill Place                                           10 Gresham Street

 London E14 5HP                                              London EC2V 7AE

United Kingdom

                                                           United Kingdom
 Tel: +44 20 3134 8515

                                                           Telephone: +44 20 7158 1726 / 1719
 Email: eu.lm@barclays.com (mailto:eu.lm@barclays.com)

                                                           Email: lbcmliabilitymanagement@lloydsbanking.com
 Attention: Liability Management Group

                                                             Attention: Liability Management

                               TENDER AGENT
 Kroll Issuer Services Limited

 The Shard

 32 London Bridge Street

 London SE1 9SG

 United Kingdom

 Telephone: +44 20 7704 0880

 Attention: Arlind Bytyqi

 Email: affinitywater@is.kroll.com

 Tender Offer Website: https://deals.is.kroll.com/affinitywater

 

MARKET ABUSE REGULATION

This announcement is released by Affinity Water Finance (2004) PLC and
contains information that qualified as inside information for the purposes of
Article 7(1) of the Market Abuse Regulation (EU) 596/2014 ("MAR") as it forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
(as amended, the "EUWA"), encompassing information relating to the Offer and
proposed new issue of New Notes described above. For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Adam Stephen, Director of Affinity Water Finance
(2004) PLC.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offer. If any Noteholder is in any doubt as to the
contents of the Tender Offer Memorandum or the action it should take, it is
recommended to seek its own financial, investment, regulatory and legal
advice, including in respect of any tax consequences, immediately 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 tender such Notes
pursuant to the Offer. None of the Company, the Dealer Managers, the Tender
Agent, or any director, officer, employee, agent, adviser or affiliate of any
such person, is acting for any Noteholder, or will be responsible to any
Noteholder for providing any protections which would be afforded to its
clients or for providing advice in relation to the Offer, and accordingly none
of the Company, the Dealer Managers, the Tender Agent, or any director,
officer, employee, agent, adviser or affiliate of any such person has made or
will make any assessment of the merits and risks of the Offer or of the impact
of the Offer on the interests of the Noteholders either as a class or as
individuals, and none of them makes any recommendation as to whether
Noteholders should tender Notes in the Offer. None of the Company, the Dealer
Managers or the Tender Agent (or any of their respective directors, officers,
employees, agents or affiliates) is providing any Noteholder with any legal,
business, financial investment, tax or other advice in this announcement
and/or the Tender Offer Memorandum. Noteholders should consult their own
advisers as needed to assist them in making an investment decision and to
advise them whether they are legally permitted to tender Notes for cash.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum do not constitute an
invitation to participate in the Offer in or from any jurisdiction in or from
which, or to or from any person to or from whom, it is unlawful to make such
invitation or for there to be such participation under applicable securities
laws. The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions may be restricted by law. Persons into whose possession
this announcement and the Tender Offer Memorandum comes are required by each
of the Company, the Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions.

United States: The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mails 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, the
internet and other forms of electronic communication. The Notes may not be
tendered in the Offer 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"). Accordingly, copies of this announcement and
the Tender Offer Memorandum and any other documents or materials relating to
the Offer 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.
Any purported tender of Notes in the Offer resulting directly or indirectly
from a violation of these restrictions will be invalid and any purported
tender of Notes made by a person located in the United States or any agent,
fiduciary or other intermediary 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 Tender Offer Memorandum is an offer to buy
or sell, or a solicitation of an offer to sell or buy, any Notes or other
securities in the United States. 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 New Notes have not been, and will not
be, registered under the Securities Act or the securities laws of any state or
other 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, any U.S. person (as defined in Regulation S of the
Securities Act).

Each holder of Notes participating in the Offer will represent that it is not
located in the United States and it is not participating in the Offer 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 Offer from the United States. For the purposes of this and the above
two paragraphs, "United States" means the United States of America, its
territories and possessions, any state of the United States of America and the
District of Columbia.

Italy: None of the Offer, this announcement or the Tender Offer Memorandum or
any other documents or materials relating to the Offer has been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The
Offer is being carried out in the Republic of Italy ("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"). Noteholders or beneficial owners of the
Notes that are resident and/or located in Italy may tender their Notes for
purchase in the Offer through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such activities in
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 1 September 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-à-vis its clients in connection with the
Notes, the Offer and/or the Tender Offer Memorandum.

United Kingdom: This announcement and the Tender Offer Memorandum and any
other documents or materials relating to the Offer 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 Financial Services and Markets Act 2000, as
amended. 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 as a financial
promotion is only being made to, and may only be acted upon by, those persons
in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order")) or persons who are within Article 43 of the Financial Promotion Order
or any other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order (together, "Relevant Persons"). Any investment or
investment activity to which this announcement and the Tender Offer Memorandum
relates is available only to Relevant Persons and will be engaged in only with
Relevant Persons (and is subject to other restrictions referred to in the
Financial Promotion Order).

Belgium: The Offer is not being made, and will not be made or advertised,
directly or indirectly, to any individual in Belgium qualifying as a consumer
within the meaning of Article I.1 of the Belgian Code of Economic Law, as
amended from time to time (a "Belgian Consumer") and none of this
announcement, the Tender Offer Memorandum nor any other documents or materials
relating to the Offer has been or shall be distributed, directly or
indirectly, in Belgium to Belgian Consumers. In addition, none of this
announcement, the Tender Offer Memorandum or any other documents or materials
relating to the Offer have been submitted to or will be submitted for approval
or recognition to the Belgian Financial Services and Markets Authority and,
accordingly, the Offer may not be made in Belgium by way of a public takeover
bid as defined in Article 3 of the Belgian law of 1 April 2007 on public
takeover bids (the "Belgian Takeover Law"). Accordingly, the Offer may not be
advertised and the Offer will not be extended, and neither this announcement,
the Tender Offer Memorandum nor any other documents or materials relating to
the Offer (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" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as
amended) (the "Prospectus Regulation") and (ii) in circumstances set out in
Article 6, §4 of the Belgian Takeover Law.

France: The Offer is not being made, directly or indirectly, in the Republic
of France ("France") other than to qualified investors (investisseurs
qualifiés) as referred to in Article L.411-2 1° of the French Code
monétaire et financier and defined in Article 2(e) of the Prospectus
Regulation. This announcement, the Tender Offer Memorandum and any other
offering material relating to the Offer may be distributed in France only to
qualified investors (investisseurs qualifiés). Neither this announcement nor
the Tender Offer Memorandum, nor any other such offering material has been nor
will they be submitted for clearance to nor approved by the Autorité des
Marchés Financiers.

General: Neither this announcement nor the Tender Offer Memorandum constitutes
an offer to buy or the solicitation of an offer to sell Notes (and tenders of
Notes in the Offer will not be accepted from Noteholders) in any circumstances
in which such offer or solicitation is unlawful. In those jurisdictions where
the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer and the Dealer Managers or any of their respective
affiliates is such a licensed broker or dealer in any such jurisdiction, the
Offer shall be deemed to be made by the Dealer Managers or such affiliate, as
the case may be, on behalf of the Company in such jurisdiction.

New Notes: Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in (i) the base prospectus
dated 28 February 2025 (the "Base Prospectus") prepared in connection with the
Programme and (ii) the final terms relating to each series of the New Notes
(together, the "Final Terms") and no reliance is to be placed on any
representations other than those contained in the Base Prospectus and the
Final Terms. For the avoidance of doubt, the ability to purchase New Notes is
subject to all applicable securities laws and regulations in force in any
relevant jurisdiction (including the jurisdiction of the relevant Noteholder
and the selling restrictions set out in the Base Prospectus). It is the sole
responsibility of each Noteholder to satisfy itself that it is eligible to
purchase the New Notes. The New Notes are not being, and will not be, offered
or sold in the United States. Securities may not be offered, sold or delivered
in the United States absent registration under, or an exemption from the
registration requirements of the Securities Act. The New Notes have not been,
and will not be, registered under the Securities Act or the securities laws of
any state or other jurisdiction of the United States and may not be offered,
sold or delivered, directly or indirectly, within the United States or to, or
for the account or benefit of, U.S. persons (as defined in Regulation S under
the Securities Act).

Compliance information for the New Notes: UK MiFIR professionals/ECPs-only/No
EU PRIIPS or UK PRIIPs KID - eligible counterparties and professional clients
only (all distribution channels). No sales to retail investors in the EEA or
the United Kingdom; no key information document has been or will be prepared.
See the Base Prospectus and Final Terms for further information.

No action has been nor will be taken in any jurisdiction in relation to the
New Notes to permit a public offering of securities.

 

 1  (#_ftnref1)     LEI: 213800VYLS4N8MFRDK46

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