REG - Lloyds Banking Group - Tender Offer First Results

Lloyds BankingAnnouncement

22/11/2021 11:05

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RNS Number : 1307T  Lloyds Banking Group PLC  22 November 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.

 

(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

 

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

22 November 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 below.

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 validly submitted Tender
Instructions received by the Receiving Agent prior to 1.00 p.m. (London time)
on 19 November 2021 (the "General Expiration Deadline").

Shareholders should note that the Offers remain open to Retail Holders, as
further detailed in the section entitled "LBGSA Tender Deadline and
Retail-Only Expiration Deadline" below.

 

ACCEPTANCE OF VALID TENDER INSTRUCTIONS RECEIVED PRIOR TO THE GENERAL
EXPIRATION DEADLINE

 

The Offeror hereby announces that it accepts for purchase all Preference
Shares validly tendered pursuant to the Offers prior to the General Expiration
Deadline, as set out in the table below:

 

 Description of Preference Shares                                   ISIN          Aggregate Liquidation Preference Validly Tendered(1)  Purchase Price (including accrued and unpaid dividends)(2)

                                                                                                                                                                                                    Aggregate Liquidation Preference Outstanding(3)
 £198,065,600 6.475% Non-Cumulative Preference Shares(4)            GB00B3KSB568  £3,691,321                                            112.050%                                                    £52,780,890
 £300,000,000 9.25% Non-Cumulative Irredeemable Preference Shares   GB00B3KS9W93  £37,319,867                                           167.250%                                                    £262,667,862

 £100,000,000 9.75% Non-Cumulative Irredeemable Preference Shares   GB00B3KSB238  £7,168,493                                            174.200%                                                    £48,572,393

 

( )

(1) Prior to 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) After settlement on the General Settlement Date.(

4) 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.

 

The Settlement Date for Institutional Holders and for Retail Holders whose
respective validly submitted Tender Instructions were received by the
Receiving Agent prior to the General Expiration Deadline is expected to be 30
November 2021.

 

Unless otherwise determined by the Offeror in its sole and absolute
discretion, any Tender Instructions received by the Receiving Agent from
Institutional Holders after the General Expiration Deadline have not been and
will not be accepted. For technical reasons, however, any such Tender
Instructions will only be released from escrow by the Receiving Agent at 1.00
p.m. (London time) on 9 December 2021 (the "Retail-Only Expiration Deadline").

 

 

LBGSA TENDER DEADLINE AND RETAIL-ONLY EXPIRATION DEADLINE

 

Provided that Retail Holders have not previously submitted Tender Instructions
in respect of their Preference Shares prior to the General Expiration
Deadline, the Offers have not expired for Retail Holders (including
participants who hold 6.475% Preference Shares through the LBGSA Nominee).

 

The expiration deadline for participants who hold 6.475% Preference Shares
through the LBGSA Nominee is 1.00 p.m. (London time) on 6 December 2021 (the
"LBGSA Tender Deadline").

 

The expiration deadline for other Retail Holders of the Preference Shares is
the Retail-Only Expiration Deadline.

 

The Settlement Date for Retail Holders whose respective validly submitted
Tender Instructions are received by the Receiving Agent after the General
Expiration Deadline and prior to the Retail-Only Expiration Deadline is
expected to be 15 December 2021.

 

Shareholders are advised to check with any bank, securities broker or other
intermediary through which they hold Preference Shares whether such
intermediary would require to receive instructions from a Shareholder in order
for that Shareholder to be able to participate in, or (in the limited
circumstances in which revocation is permitted) revoke their instruction to
participate in, the Offers before the deadlines specified above. The deadlines
set by any such intermediary and CREST for the submission of Tender
Instructions will be earlier than the relevant deadlines specified above.
Shareholders are also advised to ensure that, where any documents are posted
to the Receiving Agent, they allow sufficient time to ensure receipt of such
documents by the Receiving Agent by the relevant deadline. All documentation
sent to or from a Shareholder is sent at such Shareholder's own risk.

 

A "Retail Holder" is a holder of Preference Shares (a) who holds less than
£100,000 in aggregate liquidation preference of the Preference Shares of the
relevant Series, (b) whose ordinary activities do not involve that person
buying, selling, subscribing for or underwriting instruments such as the
Preference Shares for the purpose of a business carried on by that person, and
(c) who it is reasonable to expect will not carry on the activities described
in (b) above for the purposes of a business carried on by that person.

 

An "Institutional Holder" is any Shareholder that is not a Retail Holder.

 

 

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
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) in the case of Preference Shares
accepted for purchase from Retail Holders whose respective validly submitted
Tender Instructions are received by the Receiving Agent after the General
Expiration Deadline and prior to the Retail-Only Expiration Deadline only, the
Incremental Accrued Dividend Payment in respect of such Preference Shares.

 

 

INDICATIVE TIMETABLE

 

The following table sets out the expected dates and times of the key events
relating to the Offers following the date of this announcement. This is an
indicative timetable and is subject to change. Accordingly, the actual
timetable may differ from the timetable below.

 

 Date and Time                             Action                                                                             Applicability to Institutional and/or Retail Holders
 30 November 2021                          General Settlement Date

                                           Expected General Settlement Date for the Offers to Institutional Holders and       Institutional and Retail
                                           for Retail Holders whose respective validly submitted Tender Instructions are
                                           received by the Receiving Agent prior to the General Expiration Deadline.

                                           Payment of Purchase Consideration to Institutional Holders and, if applicable,
                                           Retail Holders in respect of the Offers.

 6 December 2021 1.00 p.m., London time    LBGSA Tender Deadline

                                           Deadline for receipt by the LBGSA Nominee of LBGSA Forms of Instruction in         Retail Only
                                           order for participants holding 6.475% Preference Shares through the LBGSA
                                           Nominee to be able to participate in the Offer in respect of the 6.475%
                                           Preference Shares.
 9 December 2021 1.00 p.m., London time    Retail-Only Expiration Deadline

                                           Final deadline for receipt by the Receiving Agent of all Tender Instructions       Retail Only
                                           in order for Retail Holders to be able to participate in the Offers.
 10 December 2021                          Announcement of Results following the Retail-Only Expiration Deadline

                                           Announcement of the Offeror's decision whether to accept valid tenders of
                                           Preference Shares for purchase pursuant to the Offers to Retail Holders whose

                                           respective validly submitted Tender Instructions are received by the Receiving     Retail Only
                                           Agent after the General Expiration Deadline and prior to the Retail-Only
                                           Expiration Deadline.

                                           Details of:

                                           (i)         the final aggregate liquidation preference of the
                                           Preference Shares of each Series validly tendered by Retail Holders whose
                                           respective validly submitted Tender Instructions are received by the Receiving
                                           Agent after the General Expiration Deadline and prior to the Retail-Only
                                           Expiration Deadline pursuant to the Offers;

                                           (ii)        the total amount of Preference Shares purchased pursuant to
                                           the Offers (being the aggregate liquidation preference of the Preference
                                           Shares purchased on each of the Settlement Dates); and

                                           (iii)       the final aggregate liquidation preference of Preference
                                           Shares of each Series that will remain outstanding after the Retail-Only
                                           Settlement Date,

                                           distributed by way of announcements on the relevant Notifying News Service(s)
                                           and via RNS.
 15 December 2021                          Retail-Only Settlement Date

                                           Expected Retail-Only Settlement Date for the Offers in respect of Retail           Retail Only
                                           Holders whose respective validly submitted Tender Instructions are received by
                                           the Receiving Agent after the General Expiration Deadline and prior to the
                                           Retail-Only Expiration Deadline. Payment of Purchase Consideration and
                                           Incremental Accrued Dividend Payment to Retail Holders in respect of the
                                           Offers.

                                           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 announcement relating
to the Offers published by the Offeror via RNS on 10 November 2021 and the
Tender Offer Memorandum. This announcement, the announcement relating to the
Offers published via RNS on 10 November 2021 and the Tender Offer Memorandum
contain important information which should be read carefully before any
decision is made with respect to the Offers. If any Shareholder is in any
doubt as to the action it should take or is unsure of the impact of the
Offers, it is recommended to seek its own financial and legal advice,
including as to any tax consequences, from its stockbroker, bank manager,
solicitor, accountant or other independent financial or legal adviser. Any
individual or company whose Preference Shares are held on its behalf by a
custodian, broker, dealer, commercial bank, trust company or other nominee or
intermediary must contact such entity if it wishes to tender Preference Shares
in the relevant Offer. None of the Offeror, the Dealer Managers, the Receiving
Agent or the Information Agent (or any of their respective directors,
officers, employees, agents or affiliates) is providing Shareholders with any
legal, business, tax or other advice in the Tender Offer Memorandum or this
announcement. Shareholders should consult with their own advisers as needed to
assist them in making an investment decision and to advise them whether they
are legally permitted to tender their Preference Shares for cash.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer
or an invitation to participate in the Offers in the United States or in any
other jurisdiction in which, or to any person to or from whom, it is unlawful
to make such offer or invitation or for there to be such participation under
applicable 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/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.

United States

The Offers are 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 or to any U.S. Person (as defined in
Regulation S of the United States Securities Act of 1933, as amended (each, a
"U.S. Person")). This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of electronic
communication. Accordingly, copies of the Tender Offer Memorandum and any
other documents or materials relating to the Offers 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 or to a U.S. Person and the Preference
Shares cannot be tendered in the Offers by any such use, means,
instrumentality or facility or from or within or by persons located or
resident in the United States or by any U.S. Person. Any purported tender of
Preference Shares in the Offers resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported tender of
Preference Shares made by a person located in the United States, a U.S.
Person, by any person acting for the account or benefit of a U.S. Person, or
by 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.

Each holder of Preference Shares participating in an Offer will represent that
it is not a U.S. Person, is not located in the United States and is not
participating in such 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 such Offer from the United States and
who is not a U.S. Person. For the purposes of this and the above paragraph,
"United States" means the United States of America, its territories and
possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of the United
States of America and the District of Columbia.

United Kingdom

The communication of this announcement and the Tender Offer Memorandum by the
Offeror and any other documents or materials relating to the Offers 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 (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 Offeror or other
persons within Article 43(2) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, and (2) to any other persons to whom these
documents and/or materials may lawfully be communicated.

 

France

This announcement, the Tender Offer Memorandum and any other documents or
offering materials relating to the Offers may not be distributed (directly or
indirectly) in the Republic of France except to qualified investors
(investisseurs qualifiés) as defined in Article 2(e) of the EU Prospectus
Regulation. Neither this announcement, the Tender Offer Memorandum nor any
other documents or offering materials relating to the Offers have been and
will not be submitted for clearance to nor approved by the Autorité des
marchés financiers.

Belgium

None of this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offers have been submitted to or will be
submitted for approval or recognition to the Financial Services and Markets
Authority ("Autorité des services et marches financiers / Autoriteit
financiële diensten en markten") and, accordingly, the Offers may not be made
in Belgium by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover
Law") as amended or replaced from time to time. Accordingly, the Offers may
not be advertised and the Offers will not be extended, and neither the Tender
Offer Memorandum nor any other documents or materials relating to the Offers
(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 persons which are
"qualified investors" in the sense of Article 2 (e) of the EU Prospectus
Regulation, acting on their own account; or (ii) in any other circumstances
set out in Article 6, §4 of the Belgian Takeover Law . The Tender Offer
Memorandum has been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Offers. Accordingly, the
information contained in the Tender Offer Memorandum may not be used for any
other purpose or disclosed to any other person in Belgium.

Italy

Neither this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offers have been or will be submitted to the
clearance procedure of the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian laws and regulations.

The Offers are being carried out in the Republic of Italy as exempted offers
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").

A Shareholder located in the Republic of Italy can tender some or all of its
Preference Shares through authorised persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in the
Republic of 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
Preference Shares or the Offers.

General

Neither this announcement, the Tender Offer Memorandum, any other documents or
materials relating to the Offers nor the electronic transmission thereof
constitutes an offer to buy or the solicitation of an offer to sell Preference
Shares (and tenders of Preference Shares for purchase pursuant to the Offers
will not be accepted from Shareholders) in any circumstances in which such
offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a licensed
broker or dealer and any of the Dealer Managers or any of their affiliates is
such a licensed broker or dealer in any such jurisdiction, such Offer shall be
deemed to be made by such Dealer Manager or such affiliate, as the case may
be, on behalf of the Offeror in such jurisdiction.

In addition to the representations referred to above in respect of the United
States, the United Kingdom, France, Belgium and Italy, each Shareholder
participating in an Offer will also be deemed to give certain other
representations, warranties and undertakings and make certain agreements as
set out in "Procedures for Participating in the Offers" in the Tender Offer
Memorandum. will be deemed to give certain representations in respect of the
other jurisdictions referred to above and generally as described in
"Procedures for Participating in the Offers". Any tender of Preference Shares
for purchase pursuant to the Offers from a Shareholder that is unable to make
these representations will not be accepted.

Each of the Offeror, the Dealer Managers and the Information Agent reserves
the right, in its sole and absolute discretion (and without prejudice to the
relevant Shareholder's responsibility for the representations made by it), to
investigate, in relation to any tender of Preference Shares for purchase
pursuant to an Offer, whether any such representation given by a Shareholder
is correct and, if such investigation is undertaken and as a result the
Offeror determines (for any reason) that such representation is not correct,
such tender or submission may be rejected.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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