TIDM94WP
RNS Number : 3726N
Lloyds Bank PLC
19 May 2020
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, ANY STATE OF THE UNITED STATES OF
AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR INTO
ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
LLOYDS BANK PLC COMMENCES CASH TER OFFERS FOR CERTAIN OF ITS
OUTSTANDING COVERED BONDS
19 May 2020 . Lloyds Bank plc(1) (the "Offeror") announces today
invitations to holders of the following bonds issued by it under
its Global Covered Bond Programme and irrevocably and
unconditionally guaranteed as to payment of principal and interest
by Lloyds Bank Covered Bonds LLP (together, the "Covered Bonds" or
the "Bonds") to tender such outstanding Bonds for purchase by the
Offeror for cash up to a maximum aggregate nominal amount to be
determined by the Offeror in its sole and absolute discretion (the
"Maximum Acceptance Amount") at the applicable Purchase Price and
an Accrued Interest Payment (each such invitation an "Offer" and,
together, the "Offers"):
EUR1,500,000,000 Series 2016-2 0.375 per cent. Fixed Rate
Covered Bonds due January 2021 (ISIN: XS1346089359) (" EUR January
2021 Bonds ")
EUR1,000,000,000 Series 2014-2 1.375 per cent. Fixed Rate
Covered Bonds due April 2021 (ISIN: XS1057478023) (" EUR April 2021
Bonds ")
EUR1,250,000,000 Series 2015-5 0.625 per cent. Fixed Rate
Covered Bonds due September 2022 (ISIN: XS1290654513) (" EUR 2022
Bonds ")
EUR1,250,000,000 Series 2016-7 0.500 per cent. Fixed Rate
Covered Bonds due April 2023 (ISIN: XS1391589626) (" EUR 2023 Bonds
")
EUR1,500,000,000 Series 2019-2 0.25 per cent. Fixed Rate Covered
Bonds due March 2024 (ISIN: XS1967590180) (" EUR 2024 Bonds ")
EUR1,000,000,000 Series 2018-2 0.625 per cent. Fixed Rate
Covered Bonds due March 2025 (ISIN: XS1795392502) (" EUR 2025 Bonds
")
EUR1,000,000,000 Series 2019-4 0.125 per cent. Fixed Rate
Covered Bonds due June 2026 (ISIN: XS2013525501) (" EUR 2026 Bonds
")
EUR750,000,000 Series 2019-6 0.125 per cent. Fixed Rate Covered
Bonds due September 2029 (ISIN: XS2054600718) (" EUR 2029 Bonds
")
(together, the " Euro Bonds ")
and
U.S.$750,000,000 Series 2018-5 3.375 per cent. Covered Bonds due
November 2021 (ISIN: XS1907146671) (" USD 2021 Bonds ")
U.S.$1,000,000,000 Series 2019-5 2.125 per cent. Fixed Rate
Covered Bonds due July 2022 (ISIN: XS2031976082) (" USD 2022 Bonds
")
(together, the " U.S. dollar Bonds ")
and
GBP1,250,000,000 Series 2018-1 Floating Rate Covered Bonds due
January 2021 (ISIN: XS1746882734) (" GBP January 2021 Bonds ")
GBP750,000,000 Series 2018-4 Floating Rate Covered Bonds due
September 2021 (ISIN: XS1878123303) (" GBP September 2021 Bonds
")
GBP750,000,000 Series 2019-1 Floating Rate Covered Bonds due
January 2022 (ISIN: XS1934739209) (" GBP January 2022 Bonds ")
GBP500,000,000 Series 2015-2 1.750 per cent Fixed Rate Covered
Bonds due March 2022 (ISIN: XS1212747361) (" GBP March 2022 Bonds
")
GBP1,000,000,000 Series 2020-1 Floating Rate Covered Bonds due
February 2023 (ISIN: XS2112332494) (" GBP February 2023 Bonds
")
GBP1,000,000,000 Series 2018-3 Floating Rate Covered Bonds due
March 2023 (ISIN: XS1797949937) (" GBP March 2023 Bonds ")
GBP1,250,000,000 Series 2019-3 Floating Rate Covered Bonds due
May 2024 (ISIN: XS1996336357) (" GBP 2024 Bonds ")
(together, the " Sterling Bonds " and, together with the Euro
Bonds and the U.S. dollar Bonds, the " Bonds " and each a " Series
")
The Offers are being made on the terms and subject to the
conditions contained in a tender offer memorandum dated 19 May 2020
(the "Tender Offer Memorandum") prepared by the Offeror, and are
subject to the offer and distribution restrictions set out below
and as more fully described in the Tender Offer Memorandum.
For detailed terms of the Offers, please refer to the Tender
Offer Memorandum, copies of which are (subject to distribution
restrictions) available from the Tender Agent as set out below.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
Rationale for the Offers
The Offeror is making the Offers in order to provide the holders
of the Covered Bonds with an opportunity to have their Covered
Bonds repurchased while maintaining a prudent approach to the
management of Lloyds Bank plc's funding and liquidity base.
Overview of the Offers
An overview of certain of the terms of the Offers appears
below:
Maximum
Description Nominal Amount Maturity Reference Yield / Fixed Purchase Purchase Acceptance
of the Bonds ISIN Outstanding Date(1) Reference Benchmark Spread Yield Price Amount
------------- -------------- ----------------- ---------- --------------------- ------- ----------- ----------- --------------
Euro Bonds An aggregate
nominal
amount to
be determined
and
announced on
the
Price
Determination
Date (as
defined
herein)
--------------
To be
18 determined
EUR January January as set out
2021 Bonds XS1346089359 EUR1,500,000,000 2021 - - -0.200% herein(2)
-------------- ----------------- ---------- --------------------- ------- ----------- ----------- --------------
To be
determined
EUR April 16 April as set out
2021 Bonds XS1057478023 EUR1,000,000,000 2021 - - -0.200% herein(2)
-------------- ----------------- ---------- --------------------- ------- ----------- -----------
EUR 2022 XS1290654513 EUR1,250,000,000 14 The relevant +7 bps Sum of the To be
Bonds September Interpolated Reference determined
2022 Mid-Swap Rate Yield and as set out
Fixed herein
Spread
-------------- ----------------- ---------- --------------------- ------- ----------- -----------
EUR 2023 XS1391589626 EUR1,250,000,000 11 April The relevant +11 Sum of the To be
Bonds 2023 Interpolated bps Reference determined
Mid-Swap Rate Yield and as set out
Fixed herein
Spread
-------------- ----------------- ---------- --------------------- ------- ----------- -----------
EUR 2024 XS1967590180 EUR1,500,000,000 25 March The relevant +15 Sum of the To be
Bonds 2024 Interpolated bps Reference determined
Mid-Swap Rate Yield and as set out
Fixed herein
Spread
-------------- ----------------- ---------- --------------------- ------- ----------- -----------
EUR 2025 XS1795392502 EUR1,000,000,000 26 March The relevant +20 Sum of the To be
Bonds 2025 Interpolated bps Reference determined
Mid-Swap Rate Yield and as set out
Fixed herein
Spread
-------------- ----------------- ---------- --------------------- ------- ----------- -----------
EUR 2026 XS2013525501 EUR1,000,000,000 18 June The relevant +23 Sum of the To be
Bonds 2026 Interpolated bps Reference determined
Mid-Swap Rate Yield and as set out
Fixed herein
Spread
-------------- ----------------- ---------- --------------------- ------- ----------- -----------
EUR 2029 XS2054600718 EUR750,000,000 23 Sept The relevant +32 Sum of the To be
Bonds 2029 Interpolated bps Reference determined
Mid-Swap Rate Yield and as set out
Fixed herein
Spread
-------------- ----------------- ---------- --------------------- ------- ----------- -----------
U.S. dollar Bonds
USD 2021 XS1907146671 U.S.$750,000,000 15 0.125% U.S. Treasury +38 Sum of the To be
Bonds November Securities due 30 bps Reference determined
2021 April 2022 (ISIN: Yield and as set out
US912828ZM50) Fixed herein
Spread
-------------- ----------------- ---------- --------------------- ------- ----------- -----------
USD 2022 XS2031976082 U.S.$1,000,000,0 24 July 0.125% U.S. Treasury +42 Sum of the To be
Bonds 00 2022 Securities due 30 bps Reference determined
April 2022 (ISIN: Yield and as set out
US912828ZM50) Fixed herein
Spread
-------------- ----------------- ---------- --------------------- ------- ----------- -----------
Sterling Bonds
10
GBP January January
2021 Bonds XS1746882734 GBP1,250,000,000 2021 - - - 100.04%
-------------- ----------------- ---------- --------------------- ------- ----------- -----------
GBP 13
September September
2021 Bonds XS1878123303 GBP750,000,000 2021 - - - 100.10%
-------------- ----------------- ---------- --------------------- ------- ----------- -----------
14
GBP January January
2022 Bonds XS1934739209 GBP750,000,000 2022 - - - 100.38%
-------------- ----------------- ---------- --------------------- ------- ----------- -----------
GBP March XS1212747361 GBP500,000,000 31 March 4% U.K. Government +50 Annualised To be
2022 Bonds 2022 Gilts due 7 March bps sum of the determined
2022 (ISIN: Reference as set out
GB00B3KJDQ49) Yield and herein
Fixed
Spread
-------------- ----------------- ---------- --------------------- ------- ----------- -----------
3
GBP February February
2023 Bonds XS2112332494 GBP1,000,000,000 2023 - - - 99.65%
-------------- ----------------- ---------- --------------------- ------- ----------- -----------
GBP March 27 March
2023 Bonds XS1797949937 GBP1,000,000,000 2023 - - - 99.67%
-------------- ----------------- ---------- --------------------- ------- ----------- -----------
GBP 2024 16 May
Bonds XS1996336357 GBP1,250,000,000 2024 - - - 99.99%
-------------- ----------------- ---------- --------------------- ------- ----------- ----------- --------------
Notes
(1) Subject to adjustment in accordance with any applicable
business day convention.
(2) For information purposes only, the Purchase Price in respect
of (a) the EUR January 2021 Bonds and (b) the EUR April 2021 Bonds
will, when determined in the manner described in the Tender Offer
Memorandum (assuming a Settlement Date of 2 June 2020), be 100.362
per cent. and 101.375 per cent., respectively. Should the
Settlement Date in respect of the EUR January 2021 Bonds or the EUR
April 2021 Bonds accepted for purchase pursuant to the relevant
Offer differ from 2 June 2020, the relevant Purchase Price will be
recalculated as described in the Tender Offer Memorandum.
----
Details of the Offer
Purchase Price
Sterling Bonds (other than the GBP March 2022 Bonds)
The Purchase Price in respect of each Series of Sterling Bonds
other than the GBP March 2022 Bonds will be the relevant Purchase
Price specified for such Series in the table above.
GBP March 2022 Bonds, Euro Bonds and U.S. dollar Bonds
The relevant Purchase Price in respect of the GBP March 2022
Bonds and each Series of Euro Bonds and U.S. dollar Bonds will be
announced in the Announcement of Pricing, Acceptance and Results of
Offers on the Price Determination Date and determined in accordance
with market convention, and will be the price which reflects a
yield to maturity on the Settlement Date equal to the Purchase
Yield.
Subject to the applicable Minimum Denomination, the Purchase
Price per Authorised Denomination of each such Series of Bonds will
equal (a) the value per Authorised Denomination of all remaining
payments of principal and interest due to be made up to and
including the maturity date of the relevant Bonds, discounted to
the Settlement Date at a discount rate equal to the relevant
Purchase Yield, minus (b) the relevant Accrued Interest, expressed
as a percentage and rounded to three decimal places (with 0.0005
percent rounded upwards).
For information purposes only, the Purchase Price in respect of
(a) the EUR January 2021 Bonds and (b) the EUR April 2021 Bonds
will, based on the Purchase Yields for such Series of -0.200 per
cent. and -0.200 per cent., respectively, and when determined in
the manner described in the Tender Offer Memorandum (assuming a
Settlement Date of 2 June 2020), be 100.362 per cent. and 101.375
per cent., respectively. Should the Settlement Date in respect of
the EUR January 2021 Bonds or the EUR April 2021 Bonds accepted for
purchase pursuant to the relevant Offer differ from 2 June 2020,
the relevant Purchase Price will be recalculated as described in
the Tender Offer Memorandum.
Accrued Interest Payment
An amount equal to accrued and unpaid interest (if any) will
also be paid as consideration in respect of all Bonds validly
tendered and accepted for purchase by the Offeror pursuant to the
Offers from, and including, the immediately preceding interest
payment date for the relevant Series of Bonds to, but excluding,
the Settlement Date.
Maximum Acceptance Amount
If the Offeror decides, in its sole and absolute discretion, to
accept valid tenders of Bonds pursuant to the Offers, it will
accept for purchase one or more Series of Bonds up to an aggregate
nominal amount of Bonds to be determined by the Offeror (and for
these purposes the relevant nominal amount of the Euro Bonds will
be converted into pounds sterling at the Euro FX Rate and the
relevant nominal amount of the U.S. dollar Bonds will be converted
into pounds sterling at the U.S. dollar FX Rate) (the "Maximum
Acceptance Amount"). The Offeror will determine the Maximum
Acceptance Amount at its sole and absolute discretion. The Maximum
Acceptance Amount will be announced in the Announcement of Pricing,
Acceptance and Results of Offers, and indicative acceptance levels
will be announced in the Announcement of Indicative Acceptance and
Results of Offers.
The Offeror will determine the allocation of the nominal amount
accepted for purchase pursuant to the Offers (including the
applicable Euro FX Rate in respect of the Euro Bonds and the
applicable U.S. dollar FX Rate in respect of the U.S. dollar Bonds)
among the different Series of Bonds in its sole and absolute
discretion, and reserves the right to accept significantly more or
less (or none) of the Bonds of one Series as compared to the other
Series of Bonds.
If the aggregate nominal amount of Bonds of a Series validly
tendered for purchase is greater than the Series Acceptance Amount
for such Series, the Offeror intends to accept for purchase Bonds
of such Series on a pro rata basis as set out below.
Series Acceptance Amounts and Scaling of Offers
Series Acceptance Amounts
If the Offeror accepts any Bonds of a Series for purchase
pursuant to the relevant Offer and the aggregate nominal amount of
such Series validly offered for purchase is greater than the final
aggregate nominal amount of such Series accepted for purchase (the
"Series Acceptance Amount" in respect of such Series), the Offeror
intends to accept Bonds of such Series for purchase on a pro-rata
basis in the manner set out under "Scaling of Offers" below, such
that the aggregate nominal amount of such Series accepted for
purchase pursuant to the relevant Offer is no greater than the
Series Acceptance Amount.
Scaling of Offers
In the circumstances in which valid tenders of Bonds of a Series
pursuant to the relevant Offer are to be accepted, at the sole and
absolute discretion of the Offeror, on a pro-rata basis, each such
tender of Bonds of the relevant Series will be scaled by a factor
(each a "Pro-ration Factor") equal to (i) the relevant Series
Acceptance Amount divided by (ii) the aggregate nominal amount of
Bonds of such Series that have been validly tendered for purchase
pursuant to the relevant Offer, rounded to the nearest EUR1,000,
U.S.$1,000 or GBP1,000, as applicable, in nominal amount and
subject to any adjustments as further described in the Tender Offer
Memorandum.
Tender Instructions
To tender Bonds in the Offers, a Holder should deliver, or
arrange to have delivered on its behalf, via the relevant Clearing
System and in accordance with the requirements of such Clearing
System, a valid Tender Instruction that is received in each case by
the Tender Agent by the Expiration Deadline, all as more fully
described in the Tender Offer Memorandum. A separate Tender
Instruction must be submitted on behalf of each beneficial owner of
the Bonds.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Holders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offers.
Indicative Timetable for the Offers
This is an indicative timetable showing one possible outcome for
the timing of the Offers. This timetable is subject to change and
dates and times may be extended, re-opened or amended by the
Offeror in accordance with the terms of the Offers as described in
the Tender Offer Memorandum. Accordingly, the actual timetable may
differ from the timetable below.
Date and Time Action
------------------------------- --------------------------------------------------
19 May 2020 Commencement of the Offers
Offers announced through RNS announcement,
the relevant Reuters International Insider
Screen, the Clearing Systems and by publication
on a Notifying News Service.
Tender Offer Memorandum available from the
Tender Agent (subject to the restrictions
set out in "Offer and Distribution Restrictions"
above).
4.00 p.m. (London time) Expiration Deadline
on Deadline for receipt by the Tender Agent
28 May 2020 of all Tender Instructions in order for
Holders to be able to participate in the
Offers and to be eligible to receive the
relevant Purchase Price and any Accrued
Interest Payment on the Settlement Date.
At or around 9.00 a.m. Announcement of Indicative Acceptance and
(London time) on 29 May Results of Offers
2020 Announcement by the Offeror of a non-binding
indication of whether it intends to accept
valid tenders of Bonds pursuant to the Offers
and, if so, (i) in relation to each Series
of Bonds, the aggregate nominal amount of
Bonds validly tendered pursuant to the relevant
Offer, (ii) a non-binding indication of
the Maximum Acceptance Amount and (iii)
a non-binding indication of the Series Acceptance
Amount and the Pro-ration Factor(s), if
applicable, in relation to each relevant
Series of Bonds.
At or around 2.00 p.m. Price Determination Time
(London time) on 29 May Determination of the relevant Reference
2020 (the "Price Determination Yields, Purchase Yields, Maximum Acceptance
Date") Amount, Series Acceptance Amounts and the
Purchase Prices.
As soon as practicable Announcement of Pricing, Acceptance and
after the Price Determination Results of Offers
Time Announcement by the Offeror of whether it
will accept valid tenders of Bonds of any
Series pursuant to the relevant Offer and,
if so, (i) the Maximum Acceptance Amount,
(ii) in relation to each Series of Bonds,
the Series Acceptance Amount and any Pro-ration
Factor(s) and (iii) the relevant Reference
Yield, Purchase Yield and Purchase Price
(as applicable) in relation to each Series
of Bonds accepted for purchase.
Expected to be 2 June Settlement Date
2020 Expected Settlement Date for Bonds validly
tendered and accepted by the Offeror. Payment
of the relevant Purchase Price and any Accrued
Interest Payment in respect of any such
Bonds.
Holders are advised to check with any bank, securities broker or
other Intermediary through which they hold Bonds when such
Intermediary would require to receive instructions from a Holder in
order for that Holder 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 each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified
above.
Announcements in connection with the Offers will be made via
RNS. Such announcements may also be made (i) on the relevant
Reuters International Insider Screen, (ii) by the issue of a press
release to a Notifying News Service and (iii) by the delivery of
notices to the Clearing Systems for communication to Direct
Participants. Copies of all such announcements, press releases and
notices can also be obtained from the Tender Agent, the contact
details for whom are set out below. Significant delays may be
experienced where notices are delivered to the Clearing Systems and
Holders are urged to contact the Tender Agent for the relevant
announcements relating to the Offers.
Lloyds Bank Corporate Markets plc and UBS AG London Branch are
acting as Joint Dealer Managers for the Offers and Lucid Issuer
Services Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the
Offers may be directed to the Joint Dealer Managers.
JOINT DEALER MANAGERS
Lloyds Bank Corporate Markets UBS AG London Branch
plc 5 Broadgate
10 Gresham Street London EC2M 2QS
London EC2V 7AE United Kingdom
United Kingdom Telephone: +44 20 7568 1121
Attention: Liability Management
Tel: +44 20 7158 1726 / 1719 Group
Attention: Liability Management Email: ol-liabilitymanagement-eu@ubs.com
Group
Email: liability.management@lloydsbanking.com
Questions and requests for assistance in connection with the
procedures for participating in the Offers, including the delivery
of Tender Instructions, may be directed to the Tender Agent.
TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Attention: Arlind Bytyqi
Email: lloydsbank@lucid-is.com
___
(1) LEI: H7FNTJ4851HG0EXQ1Z70
This announcement contains inside information in relation to the
Covered Bonds and is disclosed in accordance with the Market Abuse
Regulation (EU) 596/2014 ("MAR"). For the purposes of MAR, this
announcement is made by Douglas Radcliffe, Group Investor Relations
Director.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offers.
If any Holder is in any doubt as to the contents of this
announcement and/or the Tender Offer Memorandum or the action it
should take, it is recommended to seek its own financial and legal
advice, including in respect of any tax consequences, immediately
from its stockbroker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser. Any individual or
company whose Bonds are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such
entity if it wishes to tender such Bonds pursuant to the Offers.
The Joint Dealer Managers are acting exclusively for the Offeror
and no one else in connection with the arrangements described in
this announcement and the Tender Offer Memorandum and will not be
responsible to any Holder for providing the protections which would
be afforded to customers of the Joint Dealer Managers or for
advising any other person in connection with the Offers. None of
the Offeror, Lloyds Bank Covered Bonds LLP, (the "LLP"), the Joint
Dealer Managers or the Tender Agent, or any person who controls, or
any director, officer, employee, adviser, agent or affiliate of,
any such person, has made or will make any assessment of the merits
and risks of the Offers or of the impact of the Offers on the
interests of the Holders either as a class or as individuals, and
none of them makes any recommendation as to whether Holders should
tender Bonds pursuant to the Offers. None of the Offeror, the LLP,
the Joint Dealer Managers or the Tender Agent (or any or any person
who controls, or any director, officer, employee, adviser, agent or
affiliate of, any such person) is providing Holders with any legal,
business, tax or other advice in this announcement and/or the
Tender Offer Memorandum. Holders 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
Bonds 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 announcements and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement or the Tender Offer
Memorandum comes are required by each of the Offeror, the Joint
Dealer Managers and the Tender Agent to inform themselves about and
to observe any such restrictions.
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or the solicitation of an offer to sell
Bonds (and tenders of Bonds in the Offers will not be accepted from
Holders) 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 or similar and the Joint Dealer Managers or any of their
respective affiliates is such a licensed broker or dealer or
similar in any such jurisdiction, the relevant Offer shall be
deemed to be made by such Joint Dealer Manager or such affiliate,
as the case may be, on behalf of the Offeror in such
jurisdiction.
United States. The 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. This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communications. The Bonds
may not be tendered in the Offers by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States as defined in
Regulation S of the U.S. Securities Act of 1933, as amended.
Accordingly, copies of this announcement and 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. Any purported tender of
Bonds in any of the Offers resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported
tender of Bonds made by a person located in the United States or
any agent, fiduciary or other Intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be accepted.
Each holder of Bonds participating in any of the Offers will
represent that it is not located in the United States and is not
participating in such Offers 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
Offers from the United States. For the purposes of this paragraph,
"United States" means United States of America, its territories and
possessions, 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. This announcement and the Tender Offer Memorandum
have been issued by Lloyds Bank plc of 10 Gresham Street, London
EC2V 7AE, United Kingdom, which is authorised by the Prudential
Regulation Authority (the "PRA") and regulated by the PRA and the
Financial Conduct Authority (the "FCA"). This announcement and the
Tender Offer Memorandum are intended only for and will be
distributed only to existing Holders of the Bonds, and are only
addressed to such existing Holders in the United Kingdom where they
would (if they were clients of the Offeror) be per se professional
clients or per se eligible counterparties of the Offeror within the
meaning of the FCA's rules. This announcement and the Tender Offer
Memorandum are not addressed to or directed at any persons who
would be retail clients within the meaning of the FCA's rules and
any such persons should not act or rely on such documents.
Recipients of this announcement or the Tender Offer Memorandum
should note that the Offeror is acting on its own account in
relation to the Offers and will not be responsible to any other
person for providing the protections which would be afforded to
clients of the Offeror or for providing advice in relation to the
Offers or any of them.
France. This announcement and the Tender Offer Memorandum and
any other documents or offering materials relating to the Offers,
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. Neither this announcement nor
the Tender Offer Memorandum has been or will be submitted for
clearance to the Autorité des marchés financiers.
Italy. None of this announcement, the Tender Offer Memorandum or
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 holder of Bonds located in
the Republic of Italy can tender Bonds 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 Bonds or the Offers.
This information is provided by RNS, the news service of the
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END
TENFZGMKMLNGGZM
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May 19, 2020 07:40 ET (11:40 GMT)
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