REG - Lloyds Banking Group - Capital Securities Update and Exchange Offer
10/11/2021 15:55
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RNS Number : 9935R Lloyds Banking Group PLC 10 November 2021
NOVEMBER 10, 2021
LLOYDS BANKING GROUP PLC ANNOUNCES AN UPDATE ON THE FUTURE REGULATORY
CLASSIFICATION OF ITS TWO SERIES OF U.S. DOLLAR PREFERENCE SHARES REPRESENTED
BY AMERICAN DEPOSITARY SHARES, AND OFFERS TO EXCHANGE THOSE PREFERENCE SHARES
AND CERTAIN SUBORDINATED DEBT SECURITIES FOR NEW SUBORDINATED DEBT SECURITIES
ISSUED BY LLOYDS BANKING GROUP PLC
Lloyds Banking Group plc ("LBG") is today providing an update on the future
regulatory classification of its two series of U.S. dollar preference shares
represented by American Depositary Shares (the "ADSs") and is announcing a
liability management exercise relating to these and other subordinated
liabilities.
From January 1, 2022, LBG will classify any remaining outstanding preference
shares as ineligible for regulatory capital purposes. The legal ranking of the
U.S. dollar preference shares will remain unchanged.
This update to the future regulatory classification follows the 'Dear CFO'
letter sent by the Prudential Regulation Authority to all major U.K. deposit
takers dated November 16, 2020 requesting all firms to take steps to remediate
the prudential treatment of legacy instruments. The Group's updated capital
instruments report as at December 31, 2021 will be published in February 2022
together with the Group's full year results for 2021. The Group reserves the
right to review such classification in the future, to the extent permitted by
applicable law and regulation.
LBG is also undertaking the Exchange Offer in order to provide the holders of
the Existing Securities with an opportunity to exchange their Existing
Securities for the relevant Total Exchange Consideration consisting of New
Notes and, where applicable, a Cash Consideration Amount (as these terms are
defined below). The voluntary Exchange Offer is part of the Group's continuous
review and management of its outstanding capital base, maintaining a prudent
approach to the management of the Group's capital position. Preference shares
represented by ADSs which are not validly exchanged and accepted for purchase
pursuant to the Exchange Offer will remain outstanding after completion of the
Exchange Offer and shall remain subject to their existing terms and
conditions.
LBG has launched, separately and concurrently with the launch of the Exchange
Offer, a liability management exercise in respect of three series of sterling
preference shares issued by LBG.
THE OFFERS
Lloyds Banking Group plc announced that it has commenced an offer to exchange
Fixed Rate Reset Subordinated Debt Securities due 2046 with a call date in
2041 (the "New Notes"), to be issued by LBG, plus (if applicable) the relevant
Cash Consideration Amount (as set out in the table below), plus accrued and
unpaid dividends or interest (as the case may be) in cash, plus (if
applicable) cash amounts in lieu of any fractional New Notes, for:
(1) any and all of the outstanding ADSs representing LBG's 6.413%
Non-Cumulative Fixed to Floating Rate Preference Shares (the "Series 1
Preference Shares"), ADSs representing LBG's 6.657% Non-Cumulative Fixed to
Floating Rate Preference Shares (the "Series 2 Preference Shares" and,
collectively with the Series 1 Preference Shares, the "Preference Shares") and
6.00% Subordinated Notes due 2033 issued by HBOS plc (the "Series 1 Existing
Subordinated Notes") (the "Any and All Offer"), and
(2) up to the Cap Amount (as defined below) of LBG's 4.582% Subordinated
Debt Securities due 2025 (the "Series 3 Existing Subordinated Notes") and
LBG's 4.500% Fixed Rate Subordinated Debt Securities due 2024 (the "Series 2
Existing Subordinated Notes" and, collectively with the Series 1 Existing
Subordinated Notes and the Series 3 Existing Subordinated Notes, the "Existing
Subordinated Notes") (the "Capped Offer" and, together with the Any and All
Offer, the "Exchange Offer").
The Series 1 Existing Subordinated Notes and the Preference Shares are
collectively referred to as the "Any and All Offer Securities". The Series 2
Existing Subordinated Notes and the Series 3 Existing Subordinated Notes are
collectively referred to as the "Capped Offer Notes". The Preference Shares
and the Existing Subordinated Notes are collectively referred to as the
"Existing Securities". The Exchange Offer is being made on the terms and
subject to the conditions set out in the prospectus dated November 10, 2021,
as it may be amended or supplemented from time to time (the "Prospectus").
Capitalized terms not otherwise defined in this announcement have the same
meaning as assigned to them in the Prospectus.
LBG has filed a registration statement on Form F-4 (including the Prospectus
contained therein) relating to the Exchange Offer with the Securities and
Exchange Commission (the "SEC") and a tender offer statement on Schedule TO
and other documents relating to the Exchange Offer. Holders are advised to
read carefully the Prospectus and other documents which LBG has filed with the
SEC for full details of, and information on the procedures for participating
in, the Exchange Offer. Copies of these documents are available for free by
visiting EDGAR on the SEC website at www.sec.gov or from the Dealer Managers
and the Exchange Agent whose contact details are set out at the end of this
announcement.
The following table sets forth certain terms of the Exchange Offer:
Title of Security ISIN/CUSIP Principal Amount Outstanding Call Date Exchange Priority((1)) Reference Bloomberg Reference Page((2)) Fixed Cash Consideration Amount((3)) Hypothetical Total Exchange Consideration((4))
UST
Spread
Security Minimum Denominations / Integral multiples
(basis
points)
Maturity Date
Issuer
Any and All Offer
ADSs representing 6.413% LBG 144A: US539439AC38 / 539439AC3 $374,810,000 October 1, 2035 N/A 1.250% U.S. Treasury Notes due August 15, 2031 FIT1 +107
Non-Cumulative Fixed to Floating Rate Preference Shares......
Reg S: USG5533WAA56 / G5533WAA5
$146.00 $1,449.81
N/A $100,000/
$1,000
ADSs representing 6.657% LBG 144A: US539439AF68 / 539439AF6 $434,350,000 May 21, 2037 N/A 1.750% U.S. Treasury Notes due August 15, 2041 N/A $100,000/ FIT1 +83 $110.00 $1,496.46
Non-Cumulative Fixed to Floating Rate Preference Shares......
Reg S: $1,000
US539439AE93 / 539439AE9
6.00% Subordinated Notes due 2033((1))....... HBOS 144A: $466,113,000 N/A N/A 1.250% U.S. Treasury Notes due August 15, 2031 November 1, 2033 $1,000/ FIT1 +100 $145.00 $1,362.74
plc US4041A2AF14 / $1,000
4041A2AF1
Reg S: US4041A3AG79 / 4041A3AG7
Capped Offer
4.500% Fixed Rate Subordinated Debt Securities due 2024.. LBG US53944YAA10 / 53944YAA1 $1,000,000,000 N/A 1 0.750% U.S. Treasury Notes due November 15, 2024 November 4, 2024 $200,000/ FIT1 +50 $0.00 $1,092.88
$1,000
4.582% Subordinated Debt Securities due 2025.. LBG US539439AM10 / 539439AM1 $ 1,327,685,000 N/A 2 1.125% U.S. Treasury Notes due October 31, 2026 December 10, 2025 $200,000/ FIT1 +50 $0.00 $1,115.48
$1,000
(1) The aggregate principal amount of the Capped Offer Notes of each
series that are accepted for exchange pursuant to the Capped Offer will be
based on the order of Exchange Priority for such series as set forth in the
table above, subject to the Cap Amount and proration arrangements applicable
to the Capped Offer.
(2) The applicable page on Bloomberg from which the Dealer Managers
(as defined below) will quote the bid-side prices of the applicable Reference
UST Security for the purposes of determining the Reference UST Yield.
(3) Per $1,000 principal amount of Existing Securities accepted for
exchange pursuant to the Exchange Offer. The Cash Consideration Amount is
already included in the Total Exchange Consideration calculated from the
applicable Fixed Spread.
(4) Hypothetical Total Exchange Consideration per $1,000 principal
amount of Existing Securities as of 6:00 a.m., New York City time, on November
9, 2021, assuming a Settlement Date on December 14, 2021. See Annex C for a
hypothetical pricing example for calculation of the Total Exchange
Consideration. The Total Exchange Consideration includes both the Cash
Consideration Amount and the New Notes Exchange Consideration. (as defined
below).
The following table sets forth certain terms of the New Notes:
Title of Series Benchmark Security Bloomberg Spread to Benchmark Security Optional Redemption Date Maturity Date Reset Coupon Reset Date
Reference Page
Issue Price
Fixed Rate Reset Subordinated Debt Securities due 2046 with a call date in 1.750% U.S. Treasury Notes due August 15, 2041 FIT1 +150 bps From (and including) September 14, 2041 to (and including) December 14, 2041 December 14, 2046 5-year December 14, 2041 100%
2041......................
US Treasury Rate +1.50%
Exchange Offer; Exchange Consideration
LBG is offering to exchange, on the terms and conditions described in the
Prospectus, New Notes, plus (if applicable) the relevant Cash Consideration
Amount, plus accrued and unpaid dividends or interest (as the case may be) in
cash, plus (if applicable) cash amounts in lieu of any fractional New Notes,
for the Existing Securities. For each $1,000 principal amount of the Existing
Securities validly tendered and accepted for exchange, holders of a particular
series will be eligible to receive the relevant Total Exchange Consideration,
consisting of a principal amount of New Notes equal to the applicable New
Notes Exchange Consideration plus an amount in cash equal to the relevant Cash
Consideration Amount (where applicable). The principal amount of New Notes
issued to a holder in exchange for validly tendered Existing Securities (on a
per series basis) will be rounded down to the nearest $1,000 (being the
minimum integral multiple of the New Notes) and subject to the minimum
denomination of the New Notes of $200,000.
In addition to the applicable Total Exchange Consideration, holders with
Existing Securities that are accepted for exchange will receive a cash payment
representing (i) all or a portion of the accrued and unpaid dividends (in the
case of the Preference Shares) or interest (in the case of Existing
Subordinated Notes) to, but not including, the Settlement Date, and (ii)
amounts due in lieu of any fractional amounts of New Notes.
The "Total Exchange Consideration" (calculated at the Pricing Time and in
accordance with the formula set forth in Annex A to the Prospectus, as
illustrated by the hypothetical pricing example included in Annex C to the
Prospectus) for the Existing Securities validly tendered and not validly
withdrawn prior to the Expiration Deadline is equal to the discounted value on
the Settlement Date of the remaining payments of principal and interest or
dividends (calculated assuming all scheduled interest or dividends are paid in
full on the relevant payment date) per $1,000 principal amount of the Existing
Securities through the applicable maturity date or (in the case of the
Preference Shares) the first call date of the Existing Securities (assuming
the relevant Existing Securities were redeemed on such maturity date or first
call date, as applicable), using a yield equal to the sum of: (i) the bid-side
yield, as calculated by the Dealer Managers in accordance with standard market
practice, that corresponds to the bid-side price on the Reference UST Security
set forth with respect to each series of Existing Securities on the front
cover of the Prospectus plus (ii) the applicable Fixed Spread set forth with
respect to each series of Existing Securities on the front cover of the
Prospectus, minus accrued and unpaid dividends or interest, as applicable, on
such series of Existing Securities up to but not including the Settlement
Date.
The bid-side price for the relevant Reference UST Security will be the
relevant bid-side price appearing at the Pricing Time on the Bloomberg
Reference Page appearing on the front cover of the Prospectus for such series
of Existing Securities (or any other recognized quotation source selected by
LBG in consultation with the Dealer Managers if such quotation report is not
available or manifestly erroneous).
The "Cash Consideration Amount", where payable, is set out in the table above
and is included in the Total Exchange Consideration.
The "New Notes Exchange Consideration" will be equal to the Total Exchange
Consideration minus the Cash Consideration Amount. Where no Cash Consideration
Amount applies, the Total Exchange Consideration will equal the New Notes
Exchange Consideration.
Minimum New Issue Size
The Exchange Offer is subject to a minimum new issue size of at least
$500,000,000 in aggregate principal amount of New Notes being issued in
exchange for Existing Securities validly tendered pursuant to the Exchange
Offer and not withdrawn (the "Minimum New Issue Size") and certain other
conditions set out under the heading "The Exchange Offer-Terms of the Exchange
Offer-Exchange Offer Conditions" in the Prospectus.
Maximum Offer Amount
The Any and All Offer is not subject to a maximum amount. The aggregate
principal amount of the Capped Offer Notes of each series that are accepted
for exchange will be based on the order of Exchange Priority for such series
as set forth in the table above, subject to the Cap Amount and proration
arrangements applicable to the Capped Offer. The "Cap Amount" is a principal
amount of Capped Offer Notes that would result in a principal amount of
$750,000,000 of the New Notes (the "Maximum Capped Offer New Notes Size")
being issued pursuant to the Exchange Offer (after taking into account the
principal amount of the New Notes to be issued pursuant to the Any and All
Offer). In case the principal amount of the Any and All Offer Securities
accepted pursuant to the Any and All Offer is such that the principal amount
of the New Notes to be issued pursuant to the Any and All Offer is equal to or
exceeds $750,000,000, all validly tendered Any and All Offer Securities will
be accepted in full and no Capped Offer Notes will be accepted pursuant to the
Capped Offer.
Capped Offer - Acceptance of Existing Securities; Exchange Priority; Proration
In the case of the Capped Offer, LBG will accept tenders in accordance with
the Exchange Priority set out in the table on the front cover page of the
Prospectus, until either (i) all of the Capped Offer Notes validly offered for
exchange have been accepted or (ii) the maximum principal amount of Existing
Securities have been accepted without exceeding the Cap Amount, being a
principal amount of Capped Offer Notes that would result in a principal amount
of $750,000,000 of the New Notes being issued pursuant to the Exchange Offer
(after taking into account the principal amount of the New Notes to be issued
pursuant to the Any and All Offer). Where the acceptance in accordance with
the Exchange Priority of all valid tenders of a series of Capped Offer Notes
would result in the Cap Amount being exceeded, Capped Offer Notes validly
tendered and not validly withdrawn prior to the Expiration Deadline will be
accepted in accordance with the Exchange Priority and, in the case of that
particular series, on a pro rata basis up to the Cap Amount. Tenders of a
series of Capped Offer Notes with a lower Exchange Priority than the lowest
ranking series of Capped Offer Notes with respect to which any tenders are
accepted, will not be accepted. LBG reserves the right at its absolute
discretion, but is under no obligation, to increase or waive the Cap Amount at
any time, subject to compliance with applicable law.
If acceptance of all validly tendered Capped Offer Notes of a particular
Exchange Priority (together with all validly tendered Capped Offer Notes with
a higher Exchange Priority and the Any and All Offer Securities) would cause
LBG to issue a principal amount of New Notes greater than the Maximum Capped
Offer New Notes Size, then the Exchange Offer will be oversubscribed and
(unless the Cap Amount is increased) if LBG accepts any Capped Offer Notes
with that Exchange Priority in the Exchange Offer, LBG will accept for
exchange tendered Capped Offer Notes with that Exchange Priority on a prorated
basis, with the aggregate principal amount of each holder's validly tendered
Capped Offer Notes with that Exchange Priority accepted for exchange
determined by multiplying each holder's tender by the applicable proration
factor, and rounding the product down to the nearest $1,000 principal amount
for such holder's Capped Offer Notes with that Exchange Priority. In that
event, no Capped Offer Notes with an Exchange Priority lower than the Exchange
Priority of the Capped Offer Notes being prorated will be accepted for
exchange. Depending on the amount tendered and the proration factor applied,
if the principal amount of Capped Offer Notes returned to a holder as a result
of proration would result in less than the minimum denomination being returned
to such holder or would result in less than the minimum denomination being
accepted, LBG will either accept or reject all of such holder's validly
tendered Capped Offer Notes in its sole discretion.
Holders whose Capped Offer Notes tendered in the Exchange Offer are not
accepted, who validly withdraw their tenders prior to the Expiration Deadline
or who do not participate in the Exchange Offer, will not be eligible to
receive New Notes and any Cash Consideration Amount, if applicable, in
exchange for such Capped Offer Notes and shall continue to hold such Capped
Offer Notes subject to their terms and conditions.
A holder whose Capped Offer Notes are accepted for exchange in the Exchange
Offer and who, following the exchange of such Capped Offer Notes on the
Settlement Date, will continue to hold in its account with the relevant
Clearing System a principal amount of Capped Offer Notes which is less than
the minimum denomination for such series, will need to purchase a principal
amount of Capped Offer Notes of such series such that its holding amounts to
at least the amount of such minimum denomination. Otherwise such residual
holding may not be tradeable in the Clearing Systems.
For the avoidance of doubt, the Any and All Offer is not subject to any limit
on Any and All Offer Securities that may be accepted in the Any and All Offer.
Withdrawal Rights
Validly tendered Existing Securities may be withdrawn at any time prior to the
Expiration Deadline but not thereafter. Holders wishing to exercise any such
right of withdrawal should do so in accordance with the procedures specified
under the heading "The Exchange Offer-Withdrawal Rights" in the Prospectus.
Exchange Offer Period and Results
The Exchange Offer commenced today, November 10, 2021, and will end at 11:59
p.m. (New York City time) on December 9, 2021, unless extended, re-opened or
earlier terminated as provided in the Prospectus.
Unless the Exchange Offer is extended or earlier terminated, on December 10,
2021, LBG will announce the following information: (i) the aggregate principal
amounts of each series of Existing Securities which LBG will be accepting for
exchange; (ii) the satisfaction, modification or waiver of the Minimum New
Issue Size condition; (iii) whether tenders of each series of Capped Offer
Securities are to be accepted in full (if at all) or on a pro rata basis and,
where accepted on a pro rata basis, the extent to which such tenders will be
scaled; (iv) the aggregate principal amount of New Notes to be issued in the
Exchange Offer; and (v) the Settlement Date.
Announcements in connection with the Exchange Offer will be made (i) by the
issue of a press release to a Notifying News Service, (ii) by the delivery of
notices to the relevant Clearing System for communication to Direct
Participants and (iii) through RNS, and may also be 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 whom are set out below.
Indicative Timetable
The following table sets out the expected dates and times of the key events
relating to the Exchange Offer. This is an indicative timetable and is subject
to change.
Events Dates and Times
Commencement of the Exchange Offer
Exchange Offer announced. Prospectus made available to holders of Existing November 10, 2021
Securities.
Price Determination Date / Pricing Time
The date and time when the Total Exchange Consideration applicable to each 10:00 a.m., New York City time, on December 7, 2021
Series of Existing Securities and the interest rate on the New Notes will be
determined.
Announcement of Pricing
Announcement of the Total Exchange Consideration applicable to each Series of Promptly after the Pricing Time
Existing Securities and the interest rate on the New Notes.
Withdrawal Deadline
The deadline for holders to validly withdraw tenders of Existing Securities. 11:59 p.m., New York City time, on December 9, 2021
Expiration Deadline
The deadline for receipt of all Exchange Instructions. 11:59 p.m., New York City time, on December 9, 2021
Announcement of Exchange Offer Results
Announcement of (i) the aggregate principal amounts of each series of Existing December 10, 2021
Securities which LBG will be accepting for exchange; (ii) in the case of the
Capped Offer, whether tenders of each series of Capped Offer Securities are to
be accepted in full (if at all) or on a pro rata basis and, where accepted on
a pro rata basis, the extent to which such tenders will be scaled; (iii) the
aggregate principal amount of New Notes to be issued in the Exchange Offer;
and (iv) the Settlement Date.
Settlement Date
Settlement Date of the Exchange Offer, including delivery of the New Notes Expected on December 14, 2021
plus the cash payment for any Cash Consideration Amount (where applicable),
any accrued and unpaid dividend (in the case of the Preference Shares) or
interest (in the case of the Existing Subordinated Notes), and including, if
applicable, cash amounts in lieu of any fractional New Notes in exchange for
Existing Securities accepted in the Exchange Offer.
The above dates and times are subject, where applicable, to the right of LBG
to extend, amend and/or terminate the Exchange Offer, subject to applicable
laws.
Holders of Existing Securities are advised to check with any bank, securities
broker or other intermediary through which they hold Existing Securities when
such intermediary would require to receive instructions from a holder in order
for that holder to be able to participate in the Exchange Offer.
Holders of Existing Securities are advised to carefully read the Prospectus
for full details and information on the procedures for participating in the
Exchange Offer.
Further Information
A registration statement on Form F-4 (including the Prospectus contained
therein) relating to the Exchange Offer has been filed with the SEC, but has
not yet become effective. The New Notes may not be issued in exchange for the
Existing Securities prior to the time the registration statement becomes
effective.
Requests for copies of the Prospectus and information in relation to the
procedures for tendering Existing Securities in, and for any documents
relating to, the Exchange Offer should be directed to:
EXCHANGE AGENT
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Tel: +44 207 704 0880
Attention: Owen Morris / David Shilson
email: lbg@lucid-is.com
Website: https://deals.lucid-is.com/lbg-us (https://deals.lucid-is.com/lbg-us)
Any questions regarding the terms of the Exchange Offer should be directed to:
GLOBAL COORDINATORS AND JOINT LEAD DEALER MANAGERS (the "Dealer Managers")
BofA Securities, Inc. Credit Suisse Securities (USA) LLC Lloyds Securities Inc.
620 South Tryon Street, 20th Floor 11 Madison Avenue 1095 Avenue of the Americas
Charlotte, North Carolina 28255 New York, New York 10010 New York, NY 10036
Attn: Liability Management Group Attention: Bond Syndicate
Attention: Liability Management Group Tel (London): +44 20 7883 8763 Telephone (U.S.): +1 (212) 827-3145
Telephone (London): +44-20-7996-5420 Tel (US): +1 (212) 538-2147 Email: NALSIBondSyndicate@lbusa.com (mailto:NALSIBondSyndicate@lbusa.com)
Telephone (U.S. Toll Free): +1 (888) 292-0070 Tel (US toll free): +1 (800) 820-1653
Telephone (U.S.): +1 (980) 387-3907 Email: liability.management@credit-suisse.com
(mailto:liability.management@credit-suisse.com)
Email: DG.LM-EMEA@bofa.com (mailto:DG.LM-EMEA@bofa.com)
Requests for copies of the Prospectus should be directed to:
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Tel: +44 207 704 0880
Attention: Owen Morris / David Shilson
email: lbg@lucid-is.com (mailto:lbg@lucid-is.com)
Website: https://deals.lucid-is.com/lbg-us (https://deals.lucid-is.com/lbg-us)
DISCLAIMER
This announcement must be read in conjunction with the Prospectus. This
announcement and the Prospectus contain important information which should be
read carefully before any decision is made with respect to the Exchange Offer.
If you are in any doubt as to the contents of this announcement or the
Prospectus or the action you should take, you are recommended to seek your own
financial and legal advice, including as to any tax consequences, immediately
from your stockbroker, bank manager, solicitor, accountant or other
independent financial or legal adviser. Any individual or company whose
Existing Securities 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 Offers. None of the LBG, Dealer
Managers or the Exchange Agent makes any recommendation as to whether holders
should offer Existing Securities for exchange pursuant to the Exchange Offer.
OFFER RESTRICTIONS
This announcement and the Prospectus do not constitute an offer or an
invitation to participate in the Exchange Offer in any jurisdiction in or from
which, or to any person to whom, it is unlawful to make the relevant offer or
invitation under applicable laws. The distribution of this announcement and
the Prospectus in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement and the Prospectus comes are required by
each of LBG, the Dealer Managers and the Exchange Agent to inform themselves
about, and to observe, any such restrictions.
No action has been or will be taken by LBG, the Dealer Managers or the
Exchange Agent in any jurisdiction outside the United States that would
constitute a public offering of the New Notes.
United Kingdom
The communication of the Prospectus and any other documents or materials
relating to the Exchange Offer is not being made, and such documents and/or
materials have not been approved, by an authorized 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
within Article 43 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.
Belgium
None of this announcement, the Prospectus or any other documents or materials
relating to the Exchange Offer have been submitted to or will be submitted for
approval or recognition to the Financial Services and Markets Authority
(Autorité des services et marchés financiers / Autoriteit voor financiële
diensten en markten) and, accordingly, the Exchange Offer may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of April 1, 2007 on public takeover bids as amended or replaced
from time to time. Accordingly, the Exchange Offer may not be advertised, and
none of this announcement, the Prospectus or any other documents or
materials relating to the Exchange 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 unless such person is (i) a "qualified investor" in the sense of
Article 2(e) of the Prospectus Regulation, acting on its own account, which
(ii) is not a consumer (consommateur/consument) within the meaning of the
Belgian Code of Economic Law (Code de droit économique/Wetboek van economisch
recht), as amended. The Prospectus 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 Prospectus may not be used for any other purpose or disclosed to any
other person in Belgium.
France
This announcement, the Prospectus and any other documents or offering
materials relating to the Exchange Offer 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. This announcement and
the Prospectus have not been and will not be submitted for clearance to the
Autorité des marchés financiers.
Republic of Italy
The Exchange Offer and any solicitation in respect thereof are not being made,
directly or indirectly, in or into the Republic of Italy and have not received
clearance from the Commissione Nazionale per le Societa e la Borsa (CONSOB)
pursuant to Italian securities laws and implementing regulations. Accordingly,
Italian holders of the Existing Securities are hereby notified that, to the
extent such holders of Existing Securities are persons or entities resident
and/or located in the Republic of Italy, the Exchange Offer is not available
to them and they may not accept the Exchange Offer and, as such, any tenders
of Existing Securities received from such persons or entities shall be
ineffective and void. None of the Exchange Offer, this announcement, the
Prospectus or any other documents or materials relating to the Exchange Offer
has been registered pursuant to Italian securities legislation and,
accordingly, no New Notes may be offered, sold, delivered or exchanged, nor
may copies of the Prospectus or of any other document relating to the New
Notes and the Exchange Offer be distributed or made available in the Republic
of Italy.
Canada
The Exchange Offer and any solicitation in respect thereof, and the sale of
the New Notes, are not being made, directly or indirectly, in Canada or to
holders of the Existing Securities who are resident and/or located in any
province or territory of Canada. The Prospectus has not been filed with any
securities commission or similar regulatory authority in Canada in connection
with the Exchange Offer, and the New Notes have not been, and will not be,
qualified for sale under the securities laws of Canada or any province or
territory thereof and no securities commission or similar regulatory authority
in Canada has reviewed or in any way passed upon the Prospectus, any other
documents or materials relating to the Exchange Offer or the merits of the New
Notes and any representation to the contrary is an offence. Accordingly,
Canadian holders of the Existing Securities are hereby notified that, to the
extent such holders of Existing Securities are persons or entities resident
and/or located in Canada, the Exchange Offer is not available to them and they
may not accept the Exchange Offer. As such, any tenders of Existing Securities
received from such persons or entities shall be ineffective and void. No New
Notes may be offered, sold, delivered or exchanged, nor may copies of the
Prospectus or of any other document relating to the New Notes and the Exchange
Offer be distributed or made available in Canada. The Prospectus and any other
documents or offering materials relating to the Exchange Offer or the New
Notes may not be distributed in Canada and the Prospectus does not constitute
an offer or an invitation to participate in the Exchange Offer to any person
resident in Canada.
General
The Exchange Offer does not constitute an offer to buy or the solicitation of
an offer to sell Existing Securities and/or New Notes in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions where the
securities or other laws require the Exchange Offer to be made by a licensed
broker or dealer or registered dealer and the Dealer Manager or, where the
context so requires, any of its affiliates is such a licensed broker or dealer
or registered dealer in that jurisdiction, the Exchange Offer shall be deemed
to be made on behalf of LBG by such Dealer Manager or affiliate (as the case
may be) in such jurisdiction.
Each holder of Existing Securities participating in the Exchange Offer will be
deemed to give certain representations in respect of the jurisdictions
referred to above and generally as set out in "The Exchange Offer-Certain
Matters Relating to Non-U.S. Jurisdictions" in the Prospectus. Any tender of
Existing Securities for exchange pursuant to the Exchange Offer from a holder
that is unable to make these representations may be rejected. LBG, the Dealer
Managers and the Exchange Agent reserve the right, in their absolute
discretion, to investigate, in relation to any tender of Existing Securities
for exchange pursuant to the Exchange Offer, whether any such representation
given by a holder is correct and, if such investigation is undertaken and as a
result LBG determines, as the case may be, (for any reason) that such
representation is not correct, such tender may be rejected.
Further Information
This announcement contains inside information in relation to the Existing
Securities and is disclosed in accordance with the Market Abuse Regulation
(EU) 596/2014 as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("UK MAR"). For the purposes of UK MAR and Article
2 of the binding technical standards published by the Financial Conduct
Authority in relation to UK MAR as regards Commission Implementing Regulation
(EU) 2016/1055, this announcement is made by Douglas Radcliffe, Group Investor
Relations Director.
For further information please contact:
Group Corporate Treasury:
Liz Padley
Head of Capital Structuring, Holding Company and Resolution
Telephone: +44 (0)20 7158 1737
Email: Claire-Elizabeth.Padley@LloydsBanking.com
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
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