Exchange Offer - Phase 1 Results
09 Aprile 2009 - 9:27AM
UK Regulatory
TIDM98IL TIDMLLOY TIDM63GF
RNS Number : 4091Q
Lloyds TSB Bank PLC
09 April 2009
NOT FOR DISTRIBUTION TO ANY US PERSON OR IN OR INTO THE UNITED STATES, OR TO ANY
PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (SEE "OFFER RESTRICTIONS"
BELOW)
LLOYDS TSB BANK PLC EXCHANGE OFFER
PHASE 1 PRICING AND RESULTS
9 April 2009 - Further to the announcements dated 25 March 2009, 2 April 2009
and 7 April 2009, and in accordance with the Exchange Offer Memorandum dated
25 March 2009 (the "Exchange Offer Memorandum"), Lloyds TSB Bank plc (the
"Issuer") hereby announces the results of Phase 1 of the Exchange Offer to
holders of the Existing Notes (as described in the announcement dated 25 March
2009).
Exchange Offer - Phase 1 Results
The results of Phase 1 of the Exchange Offer are as follows:
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| | | | | | | | | | | Nominal |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| | | | | Amt. | Next | | Offer | Exchange | | Amount |
| | | | | | | | | | | of |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| | | | Coupon | O/S | Call | | Accepted | Price | Exchange | Existing |
| | | | | | | | | | | Notes |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| Cur. | Issuer | Ratings | (%/bps) | (m) | Date | ISIN | By + | (%) | Ratio | Accepted |
| | | | | | | | | | | (m) |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| GBP | Lloyds | A3/BB/BB | 6.625 | 410.0 | 15-Jul-10 | XS0099508698 | BOS | 70 | 0.703 | GBP257.0 |
| | TSB Bank | | | | | | | | | |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| GBP | Bank of | Baa1/BB/BB | 8.625 | 64.4 | 04-Nov-13 | XS0046690961 | LTSB | 65 | 0.653 | GBP3.3 |
| | Scotland | | | | | | | | | |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| GBP | Bank of | Baa1/BB/BB | 10.25 | 100.0 | 10-Aug-15 | XS0059171230 | LTSB | 65 | 0.653 | GBP41.8 |
| | Scotland | | | | | | | | | |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| GBP | HBOS | Baa1/BB-/BB | 7.50 | 7.0 | 26-May-16 | XS0111599311 | LTSB | 55 | 0.552 | GBP2.5 |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| GBP | Lloyds | A3/BB/BB | 5.125 | 500.0 | 09-Dec-16 | XS0169667119 | BOS | 55 | 0.552 | GBP346.9 |
| | TSB Bank | | | | | | | | | |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| Sub-total | | | GBP1,081 | | | | | GBP652 |
+------------------+-------------+---------+----------+-----------+--------------+----------+---------------------+----------+
| GBP | Lloyds | A3/BB/BB | 6.50 | 270.0 | 15-Jul-19 | XS0099507534 | BOS | 60 | 0.604 | GBP172.5 |
| | TSB Bank | | | | | | | | | |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| GBP | HBOS | Baa1/BB-/BB | 5.625 | 14.1 | 15-Nov-19 | XS0205326290 | LTSB | 55 | 0.554 | GBP10.0 |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| GBP | HBOS | Baa1/BB-/BB | 5.75 | 8.5 | 14-Apr-22 | XS0166717388 | LTSB | 55 | 0.554 | GBP5.0 |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| GBP | Bank of | Baa1/BB/BB | 7.375 | 150.0 | 10-Feb-23 | XS0083932144 | LTSB | 63 | 0.635 | GBP92.2 |
| | Scotland | | | | | | | | | |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| GBP | Lloyds | A3/BB/BB | 8.00 | 200.0 | 29-Sep-23 | XS0079927850 | BOS | 65 | 0.655 | GBP131.1 |
| | TSB Bank | | | | | | | | | |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| GBP | HBOS | Baa1/BB-/BB | 5.75 | 30.1 | 28-Nov-25 | XS0158313758 | LTSB | 55 | 0.554 | GBP21.5 |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| GBP | Lloyds | A3/BB/BB | 6.50 | 450.0 | 15-Jul-29 | XS0099507963 | BOS | 60 | 0.604 | GBP342.5 |
| | TSB Bank | | | | | | | | | |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| GBP | Lloyds | A3/BB/BB | 6.00 | 500.0 | 07-Jun-32 | XS0145407507 | BOS | 60 | 0.604 | GBP386.0 |
| | Banking | | | | | | | | | |
| | Grp | | | | | | | | | |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| Sub-total | | | GBP1,623 | | | | | GBP1,161 |
+------------------+-------------+---------+----------+-----------+--------------+----------+---------------------+----------+
| EUR* | HBOS | Baa1/BB-/BB | L+120 | 97.2 | 26-Aug-10 | XS0111627112 | LTSB | 55 | 0.552 | EUR23.9 |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| EUR | HBOS | Baa1/BB-/BB | 6.05 | 111.5 | 23-Nov-11 | XS0138988042 | LTSB | 50 | 0.502 | EUR36.2 |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| EUR | HBOS | Baa1/BB-/BB | 4.875 | 750.0 | 13-Mar-14 | XS0188201536 | LTSB | 50 | 0.502 | EUR563.0 |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| EUR* | HBOS | Baa1/BB-/BB | L+60 | 500.0 | 13-Mar-14 | XS0188201619 | LTSB | 50 | 0.502 | EUR298.2 |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| EUR | HBOS | Baa1/BB-/BB | 5.125 | 750.0 | 14-Oct-15 | XS0177955381 | LTSB | 50 | 0.502 | EUR456.2 |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| Sub-total | | | EUR2,209 | | | | | EUR1,378 |
+------------------+-------------+---------+----------+-----------+--------------+----------+---------------------+----------+
| EUR* | HBOS | Baa1/BB-/BB | L+120 | 97.2 | 26-Aug-10 | XS0111627112 | LTSB | 55 | 0.550 | EUR0.8 |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| EUR* | HBOS | Baa1/BB-/BB | L+60 | 500.0 | 13-Mar-14 | XS0188201619 | LTSB | 50 | 0.500 | EUR88.4 |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| Sub-total | | | EUR597 | | | | | EUR89 |
+------------------+-------------+---------+----------+-----------+--------------+----------+---------------------+----------+
| GBP Total | | | GBP2,704 | | | | | | GBP1,812 |
+------------------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| EUR Total | | | EUR2,209 | | | | | | EUR1,467 |
+------------------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
| Phase 1 Total | | | GBP4,696 | | | | | | GBP3,135 |
| GBP equiv. | | | | | | | | | |
+------+-----------+-------------+---------+----------+-----------+--------------+----------+----------+----------+----------+
+ In the table above "LTSB" shall mean Lloyds TSB Bank plc and "BOS" shall mean
Bank of Scotland plc
(Securities marked with a * may, at the option of the relevant Holder, have been
Offered for Exchange for Euro Series A New Notes and/or Euro Series B New Notes)
All Offers to Exchange validly submitted to the Exchange Agent by the Expiration
Date and Time are accepted in full by the Issuer or Bank of Scotland plc, as the
case may be.
Holders whose Offers to Exchange are accepted will receive relevant New Notes in
an amount (rounded down to the nearest GBP1,000 or EUR1,000, as applicable) equal
to the aggregate principal amount of such Existing Notes accepted for exchange
multiplied by the relevant Exchange Ratio, subject to the requirement for each
Holder to Offer to Exchange at least the relevant Minimum Existing Holding. Each
such Holder will also be entitled to receive Accrued Interest on their Existing
Notes so accepted for exchange.
If, as a result of the application of the relevant Exchange Ratio, a Holder
would be entitled to receive New Notes which would have an aggregate principal
amount that is not an integral multiple of GBP1,000 or EUR1,000, as applicable,
the relevant LBG Company will pay, or procure that there is paid, the fractional
portion as a Cash Rounding Amount to the relevant Holder on the Settlement Date.
Pricing of the New Notes
The New Notes will be issued by the Issuer pursuant to the Issuer's GBP50bn EMTN
programme and are expected to be rated Aa3 (Moody's) / A+ (S&P) / AA- (Fitch).
The aggregate principal amount of each series of New Notes to be issued by the
Issuer pursuant to the Exchange Offer in exchange for the relevant Series of
Existing Notes, and the pricing details thereof, are as follows:
+----------+-----------+----------+--------+---------+----------+--------+----------------+----------+--------------+
| New | Reference | Mid-Swap | Spread | Coupon | Price | Yield | New | Maturity | ISIN |
| Notes | Rate | Rate | / | | | | Issue | Date | |
| | | | Margin | | | | Amount | | |
+----------+-----------+----------+--------+---------+----------+--------+----------------+----------+--------------+
| Sterling | - | 5 year | 325 | 6.375% | 99.587% | 6.473% | GBP402,967,000 | 15 | XS0422703347 |
| Series A | | Sterling | bps | | | | | April | |
| New | | Mid-Swap | | | | | | 2014 | |
| Notes | | | | | | | | | |
+----------+-----------+----------+--------+---------+----------+--------+----------------+----------+--------------+
| Sterling | - | 15 year | 350 | 7.500% | 99.290% | 7.580% | GBP708,885,000 | 15 | XS0422704071 |
| Series B | | Sterling | bps | | | | | April | |
| New | | Mid-Swap | | | | | | 2024 | |
| Notes | | | | | | | | | |
+----------+-----------+----------+--------+---------+----------+--------+----------------+----------+--------------+
| Euro | - | 5 year | 350 | 6.250% | 99.633% | 6.338% | EUR692,206,000 | 15 | XS0422704238 |
| Series | | Euro | bps | | | | | April | |
| A New | | Mid-Swap | | | | | | 2014 | |
| Notes | | | | | | | | | |
+----------+-----------+----------+--------+---------+----------+--------+----------------+----------+--------------+
| Euro | 3m | - | 350 | 3m | 100.000% | - | EUR44,606,000 | 15 | XS0422705128 |
| Series | Euribor | | bps | Euribor | | | | April | |
| B New | | | | + 350 | | | | 2014 | |
| Notes | | | | bps | | | | | |
+----------+-----------+----------+--------+---------+----------+--------+----------------+----------+--------------+
The expected Settlement Date of the Exchange Offer is 15 April 2009.
Stabilisation
In connection with the issue of the New Notes, UBS Limited (the "Stabilising
Manager") may effect transactions with a view to supporting the market price of
the New Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager will take any
stabilisation action and there will not be an overallotment option. Any
stabilisation action may begin on or after the date of this announcement and, if
begun, may be ended at any time, but no later than 15 May 2009. Any
stabilisation action shall be conducted in accordance with all applicable laws
and rules.
The Exchange Offer was made on the terms and subject to the conditions as
further described in the Exchange Offer Memorandum dated 25 March 2009.
The Exchange Offer was not made in the United States or Italy or to any U.S.
person or to any person located or resident in Italy and was also restricted in
other jurisdictions, as more fully described below and in the Exchange Offer
Memorandum.
Capitalised terms used and not otherwise defined in this announcement have the
meaning given in the Exchange Offer Memorandum.
Requests for information in relation to the relevant Exchange Offer should be
directed to the Dealer Managers:
+-----------------------------------+---------+-----------------------------------+
| THE DEALER MANAGERS |
+---------------------------------------------------------------------------------+
| Lloyds TSB Corporate Markets | | UBS Limited |
| 10 Gresham Street | | 1 Finsbury Avenue |
| London EC2V 7AE | | London EC2M 2PP |
| United Kingdom | | United Kingdom |
+-----------------------------------+---------+-----------------------------------+
| Tel: +44 20 7158 2016 | | Tel: +44 20 7567 0525 |
+-----------------------------------+---------+-----------------------------------+
| Fax: +44 20 7661 4790 | | Fax: +44 20 7568 5332 |
+-----------------------------------+---------+-----------------------------------+
| Attention: Debt Capital Markets | | Attention: Liability Management |
| | | Group |
+-----------------------------------+---------+-----------------------------------+
| email: | | email: robert.ellison@ubs.com / |
|chris.babington@lloydstsb.co.uk / | | mark-t.watkins@ubs.com |
| chris.white@lloydstsb.co.uk | | |
+-----------------------------------+---------+-----------------------------------+
Requests for information in relation to the procedures of the Exchange Offer
should be directed to the Exchange Agent:
+-------------------------------------------------------------------------------+
| EXCHANGE AGENT |
+-------------------------------------------------------------------------------+
| Lucid Issuer Services Limited |
| 436 Essex Road |
| London N1 3QP |
| United Kingdom |
+-------------------------------------------------------------------------------+
| Fax: +44 20 7067 9098 |
+-------------------------------------------------------------------------------+
| Attention: Sunjeeve Patel, Lee Pellicci, Yves Theis |
+-------------------------------------------------------------------------------+
| email: lloydstsb@lucid-is.com |
+-------------------------------------------------------------------------------+
DISCLAIMER
This announcement must be read in conjunction with the relevant Exchange Offer
Memorandum. This announcement and the Exchange Offer Memoranda contain important
information which must be read carefully before any decision is made with
respect to the relevant Exchange Offer. If any Holder is in any doubt as to the
action it should take, it is recommended to seek its own legal, tax and
financial advice, including as to any tax consequences, from its stockbroker,
bank manager, solicitor, accountant or other independent financial adviser. Any
individual or company whose Existing Notes are held on its behalf by a broker,
dealer, bank, custodian, trust company, or other nominee must contact such
entity if it wishes to participate in the Exchange Offer. None of the Dealer
Managers, the Exchange Agent, the Trustee, or any person who controls, or is a
director, officer, employee or agent of such persons, or any affiliate of such
persons, makes any recommendation as to whether Holders should participate in
either Exchange Offer. No offer or invitation to acquire or exchange any
securities is being made pursuant to this announcement. Neither this
announcement nor the relevant Exchange Offer Memorandum constitute an invitation
to participate in the relevant Exchange Offer in any jurisdiction in which, or
to or from any person to or from whom, it is unlawful to make such invitation
under applicable securities laws and offers of Existing Notes for exchange
pursuant to the relevant Exchange Offer will not be accepted from Holders in any
jurisdiction where such invitation is unlawful.
The distribution of this announcement and the Exchange Offer Memoranda in
certain jurisdictions may be restricted by law. Persons into whose possession
this announcement and/or the Exchange Offer Memoranda come are required by each
of the Issuer, the Lloyds Banking Group Companies, the Dealer Managers and the
Exchange Agent to inform themselves about, and to observe, any such
restrictions.
OFFER RESTRICTIONS
United States
The Exchange Offers are not being made, and will not be made, directly or
indirectly, in or into, or by use of the mail 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, or for the account or
benefit of, U.S. persons. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone and the internet. Accordingly,
copies of this announcement, the Exchange Offer Memoranda and any other
documents or materials relating to the Exchange 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 U.S. persons and the Existing Notes cannot be
Offered for Exchange by any such use, means, instruments or facilities or from
within the United States or by U.S. persons. Any purported Offer to Exchange
Existing Notes resulting directly or indirectly from a violation of these
restrictions will be invalid, and any purported Offer to Exchange made by a U.S.
person, a resident of the United States or from the United States or from any
agent, fiduciary or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States or for a U.S. person
will be invalid and will not be accepted.
Neither this announcement nor the Exchange Offer Memoranda constitute an offer
of securities for sale in the United States or to U.S. persons. The Existing
Notes and the New Notes have not been, and will not be, registered under the
Securities Act or the securities laws of any state or 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 U.S. persons. The
purpose of this announcement and the Exchange Offer Memoranda is limited to the
relevant Exchange Offer, and neither this announcement nor the Exchange Offer
Memoranda may be sent or given to any person other than in an offshore
transaction in accordance with Regulation S under the Securities Act.
Each Holder of Existing Notes participating in the relevant Exchange Offer will
represent that it is participating in the relevant Exchange Offer in accordance
with Regulation S under the Securities Act and that it is not participating in
the relevant Exchange Offer from the United States nor is it a U.S. person or an
agent, fiduciary or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States or for a U.S.
person.
Italy
This announcement and the Exchange Offers are not being made in the Republic of
Italy. The Exchange Offers, this announcement and the Exchange Offer Memoranda
have not been submitted to the clearance procedures of the Commissione Nazionale
per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.
Accordingly, Holders are hereby notified that, to the extent such Holders are
persons resident and/or located in the Republic of Italy, neither Exchange Offer
is available to them and they may not Offer to Exchange Existing Notes pursuant
to the relevant Exchange Offer nor may the New Notes be offered, sold or
delivered in the Republic of Italy and, as such, any Electronic Instruction
Notice received from or on behalf of such persons shall be ineffective and void,
and none of this announcement, the Exchange Offer Memoranda or any other
offering material relating to the Exchange Offers, the Existing Notes or the New
Notes may be distributed or made available in the Republic of Italy.
United Kingdom
The communication of this announcement and the Exchange Offer Memoranda are not
being made and such documents have not been approved by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents are only for circulation to persons within 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 "Order")) or within Article 43 of the
Order, or other persons to whom they may lawfully be communicated in accordance
with the Order.
Other
The Exchange Offers are subject to further offer and distribution restrictions
in, amongst other countries, Belgium, France and Switzerland as more fully set
out in the relevant Exchange Offer Memorandum. The distribution of this
announcement in those jurisdictions is restricted by the laws of such
jurisdictions. No action has been or will be taken in any jurisdiction in
relation to the relevant Exchange Offer that would permit a public offering of
securities other than in Switzerland.
General
The Dealer Managers, the Trustee and the Exchange Agent (and their respective
directors, employees or affiliates) make no representations or recommendations
whatsoever regarding this document or the Exchange Offers. The Exchange Agent is
the agent of the Issuer and owes no duty to any Holder. None of the Issuer, the
Lloyds Banking Group Companies, the Dealer Managers, the Trustee or the Exchange
Agent makes any recommendation as to whether or not Holders should participate
in the Exchange Offer.
Each Exchange Offer does not constitute an offer to buy or the solicitation of
an offer to sell the Existing Notes and/or the New Notes in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions where the
securities or other laws require the relevant Exchange Offer to be made by a
licensed broker or dealer and either of the Dealer Managers or any of their
respective affiliates is such a licensed broker or dealer in that jurisdiction,
the relevant Exchange Offer shall be deemed to be made on behalf of the Lloyds
Banking Group Companies by such Dealer Manager or affiliate (as the case may be)
in such jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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