REG - Lloyds Banking Group - Tender Offer Final Results

Lloyds BankingAnnouncement

10/12/2021 11:30

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RNS Number : 2947V  Lloyds Banking Group PLC  10 December 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SOMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED
STATES OF AMERICA OR THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY
U.S. PERSON (AS DEFINED BELOW) OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

 

 

 

LLOYDS BANKING GROUP PLC ANNOUNCES TENDER ACCEPTANCE AMOUNTS AND RESULTS
FOLLOWING THE FINAL EXPIRATION OF THE TENDER OFFERS IN RELATION TO ITS THREE
SERIES OF STERLING PREFERENCE SHARES

10 December 2021

On 10 November 2021, Lloyds Banking Group plc (the "Offeror") launched an
invitation to the holders of its outstanding preference shares detailed below
(the "Preference Shares") to tender any and all such Preference Shares for
purchase by the Offeror for cash (each such invitation an "Offer" and,
together, the "Offers"). The Offers were made on the terms and subject to the
conditions set out in the tender offer memorandum dated 10 November 2021 (the
"Tender Offer Memorandum") and are subject to the offer and distribution
restrictions set out in the Tender Offer Memorandum.

Capitalised terms not otherwise defined in this announcement have the same
meaning as assigned to them in the Tender Offer Memorandum.

The Offeror today announces its acceptance of (i) validly submitted LBGSA
Forms of Instruction received by the LBGSA Nominee prior to 1.00 p.m. (London
time) on 6 December 2021 (for participants who hold 6.475% Preference Shares
through the LBGSA Nominee) (the "LBGSA Tender Deadline"); and (ii) validly
submitted Tender Instructions received by the Receiving Agent prior to 1.00
p.m. (London time) on 9 December 2021 (for all other Retail Holders) (the
"Retail-Only Expiration Deadline").

 

ACCEPTANCE OF VALID TENDER INSTRUCTIONS RECEIVED PRIOR TO THE LBGSA TENDER
DEADLINE AND THE RETAIL-ONLY EXPIRATION DEADLINE

 

The Offeror hereby announces that it accepts for purchase all Preference
Shares validly tendered pursuant to the Offers prior to the LBGSA Tender
Deadline and the Retail-Only Expiration Deadline, as the case may be, as set
out in the table below:

 Description of Preference Shares                                   ISIN          Aggregate Liquidation Preference Validly Tendered prior to the General  Aggregate Liquidation Preference Validly Tendered prior to the Retail-Only  Purchase Price (including accrued and unpaid dividends)(2)  Incremental Accrued Dividend Payment(3)  Total Aggregate Liquidation Preference Validly Tendered Pursuant to the
                                                                                  Expiration Deadline                                                     Expiration Deadline(1)                                                                                                                                                           Offers(4)

                                                                                                                                                                                                                                                                                                                                                                                                                       Final Aggregate Liquidation Preference Outstanding(5)
 £198,065,600 6.475% Non-Cumulative Preference Shares(6)            GB00B3KSB568  £3,691,321                                                              £5,507,074                                                                  112.050%                                                    0.26610p                                 £9,198,395                                                                  £47,273,816
 £300,000,000 9.25% Non-Cumulative Irredeemable Preference Shares   GB00B3KS9W93  £37,319,867                                                             £10,157,715                                                                 167.250%                                                    0.38118p                                                                       £47,477,582                           £252,510,147

 £100,000,000 9.75% Non-Cumulative Irredeemable Preference Shares   GB00B3KSB238  £7,168,493                                                              £4,942,108                                                                  174.200%                                                    0.40179p                                                                       £12,110,601                           £43,630,285

 

(1) And after the General Expiration Deadline.

(2) For further detail on the Purchase Price and accrued and unpaid dividends
payable, please refer to the Tender Offer Memorandum.

(3) Per Preference Share accepted for purchase on the Retail-Only Settlement
Date. Shown to 5 decimal places for illustrative purposes.

(4) Being the aggregate liquidation preference of the Preference Shares
purchased (or to be purchased) on each of the Settlement Dates.

(5) After settlement on the Retail-Only Settlement Date.(

6) Redeemable, at the option of the Offeror, on 15 September 2024 or any
dividend payment date falling on each fifth anniversary of such date
thereafter, at their liquidation preference amount.

 

TOTAL CONSIDERATION

 

The total consideration payable to each Shareholder in respect of Preference
Shares validly submitted for tender and accepted for purchase by the Offeror
on the LBGSA Tender Deadline or the Retail-Only Expiration Deadline, as the
case may be, will be an amount in cash equal to (i) the Purchase Price for the
relevant Preference Shares multiplied by the aggregate liquidation preference
of Preference Shares validly tendered and delivered by such Shareholder and
accepted by the Offeror for purchase (rounded to the nearest £0.01, with
£0.005 being rounded upwards) and (ii) the Incremental Accrued Dividend
Payment in respect of such Preference Shares.

 

SETTLEMENT DATE

 

The Settlement Date for Retail Holders whose validly submitted LBGSA Forms of
Instruction were received by the LBGSA Nominee prior to the LBGSA Tender
Deadline, or whose validly submitted Tender Instructions were received by the
Receiving Agent prior to the Retail-Only Expiration Deadline, is expected to
be 15 December 2021 (the "Retail-Only Settlement Date").

 

As detailed in the section "Terms and Conditions of the Offers - Payment" in
the Tender Offer Memorandum, pursuant to the relevant Offer, payments in
respect of Preference Shares held in certificated form may be made by cheque,
and such cheque is expected to be issued 6 business days after the Retail-Only
Settlement Date. Furthermore, pursuant to the relevant Offer, all payments of
the Incremental Accrued Dividend Payment will be made outside of the CREST
system and are therefore expected to be issued 6 business days after the
Retail-Only Settlement Date.

 

FURTHER INFORMATION

This announcement contains inside information in relation to the Preference
Shares 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
(mailto: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 (mailto:matt.smith@lloydsbanking.com)

 

Requests for information in relation to the Offers should be directed to:

 Shareholders who hold their Preference Shares in certificated form may  Shareholders who hold their Preference Shares through the LBGSA Nominee may
 contact:                                                                contact:
 RECEIVING AGENT                                                         LBGSA NOMINEE
 Equiniti Limited                                                        Equiniti Financial Services Limited

Corporate Actions
Aspect House

Aspect House
Spencer Road

Spencer Road
Lancing

Lancing
West Sussex BN99 6DA

West Sussex BN99 6DA
United Kingdom

United Kingdom
 www.shareview.co.uk/clients/lloydsoffer
 (http://www.shareview.co.uk/clients/lloydsoffer)

Telephone: 0371-384-2458*

If calling from outside the UK +44 371-384-2458

 Shareholders who hold their Preference Shares in CREST may contact:
 INFORMATION AGENT
 Lucid Issuer Services Limited
 The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Freephone: 0800 048 5511**

If calling from outside the UK +44 800 048 5511

Attention: David Shilson / Owen Morris

email: lbg@lucid-is.com (mailto:lbg@lucid-is.com)

Website: https://deals.lucid-is.com/lbg (https://deals.lucid-is.com/lbg)
 DEALER MANAGERS
 Credit Suisse International                                                                                     Lloyds Bank Corporate Markets plc

One Cabot Square
10 Gresham Street

London E14 4QJ
London EC2V 7AE

United Kingdom
United Kingdom

Telephone: +44 20 7883 8763
Tel: +44 20 7158 1726 / 1719

Attention: Liability Management Group
Attention: Liability Management Group

email:
email: liability.management@lloydsbanking.com
 liability.management@credit-suisse.com
 (mailto:liability.management@credit-suisse.com)
 Merrill Lynch International

 2 King Edward Street

London EC1A 1HQ

United Kingdom

Tel: +44 207 996 5420

Attention: Liability Management Group

Email: DG.LM-EMEA@bofa.com (mailto:DG.LM-EMEA@bofa.com)

 

* Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday
(excluding English and Welsh public holidays). Calls to the helpline from
outside the UK will be charged at the applicable international rate. Please
note that calls may be recorded and randomly monitored for security and
training purposes. Please note that Equiniti Limited and Equiniti Financial
Services Limited cannot provide advice on the merits of the Offers or give
financial, tax, investment or legal advice.

** Open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday. Please note
that Lucid Issuer Services Limited cannot provide advice on the merits of the
Offers or give financial, tax, investment or legal advice

 

The Offeror launched, contemporaneously with the launch of the Offers, a
liability management exercise in respect of two series of U.S. dollar
preference shares issued by the Offeror and represented by American Depositary
Shares. This announcement does not relate to the U.S. dollar preference shares
liability management exercise.

 

DISCLAIMER

This announcement must be read in conjunction with the announcements relating
to the Offers published by the Offeror via RNS on 10 November 2021 and 22
November 2021 and the Tender Offer Memorandum. The Offers have now expired and
no further tenders of Preference Shares may be made. 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/or the
Tender Offer Memorandum comes are required by each of the Offeror, the Dealer
Managers, the Receiving Agent and the Information Agent to inform themselves
about and to observe any such restrictions.

 

 

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