TIDMLLOY
RNS Number : 7646H
Lloyds Banking Group PLC
07 December 2020
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
7 December 2020
LLOYDS BANKING GROUP PLC
(incorporated with limited liability in Scotland registered
number 95000 )
(the "Issuer")
NOTICE OF RESULTS OF MEETINGS
to the holders of the:
GBP1,494,392,000 7.625 per cent. Fixed Rate Reset Additional
Tier 1 Perpetual Subordinated Contingent Convertible Securities
Callable 2023 (ISIN: XS1043552188)
(the "PNC9 Securities")
GBP750,009,000 7.875 per cent. Fixed Rate Reset Additional Tier
1 Perpetual Subordinated Contingent Convertible Securities Callable
2029 (ISIN: XS1043552261)
(the "PNC15 Securities")
(each a "Series" and together the "Securities", and the holders
thereof, the "Securityholders") of the Issuer presently
outstanding.
On 29 September 2020 the Issuer launched its consent
solicitation in respect of the Securities in order to present a
proposal to Securityholders to implement the transition to SONIA
(the "Original Securityholder Proposal"). On 30 October 2020,
following a decision to modify the Original Securityholder
Proposal, the Issuer announced an invitation to Eligible
Securityholders of each Series as described in the table below to
consent to the approval by Extraordinary Resolution at the relevant
Meeting, of the modification of the Conditions relating to the
relevant Series as described in paragraph 1 of the relevant
Extraordinary Resolution as set out in the Updated Consent
Solicitation Memorandum (as defined below) (the "Updated Consent
Solicitations"). Separate adjourned meetings of the Securityholders
of the PNC9 Securities and the Securityholders of the PNC15
Securities ( the "PNC9 Meeting" and the "PNC15 Meeting"
respectively, together the "Meetings") were held earlier today in
connection with the Updated Consent Solicitations, and the Issuer
now announces the results of each Meeting.
The full terms and conditions of the Updated Consent
Solicitations were contained in the consent solicitation memorandum
dated 30 October 2020 (the "Updated Consent Solicitation
Memorandum") prepared by the Issuer. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Updated Consent Solicitation Memorandum.
ISIN/Common Code Outstanding Principal Outcome of Meeting
Amount
Extraordinary
Resolution Passed
and Eligibility
Condition Satisfied
100% of votes
cast of a quorum
of 75.25% at the
Meeting were in
favour of the
Extraordinary
PNC9 Securities XS1043552188 / 104355218 GBP 1,494,392,000 Resolution
Extraordinary
Resolution Passed
and Eligibility
Condition Satisfied
99.42% of votes
cast of a quorum
of 71.13% at the
Meeting were in
favour of the
Extraordinary
PNC15 Securities XS1043552261 / 104355226 GBP 750,009,000 Resolution
Respective Meetings of the PNC9 Securityholders and PNC15
Securityholders
The Meetings were held separately earlier today, and NOTICE IS
HEREBY GIVEN to the PNC9 Securityholders and the PNC15
Securityholders respectively that, at each separate Meeting the
relevant Extraordinary Resolution was duly passed and the
Eligibility Condition was satisfied, and accordingly the Conditions
of each Series will be amended in accordance with the respective
Extraordinary Resolution and the PNC9 Securities Supplemental Trust
Deed and the PNC15 Securities Supplemental Trust Deed will be
executed on or about the Pricing Date and the amendments will be
effective from 7 December 2020.
Summary of Modifications to the Conditions
Pursuant to the terms of each Extraordinary Resolution, the
Conditions for each Series will be modified so that:
a) the Reset Rate of Interest for the relevant Series of
Securities applicable from, and including the First Reset Date will
be the sum of the relevant Adjusted Reset Reference Rate plus the
Margin to be calculated more fully as set out in Annex A to each
Extraordinary Resolution;
b) the fallbacks relating to the Reset Reference Rate are amended; and
c) new fallbacks are included in case a Benchmark Event occurs
with respect to the Reset Rate of Interest,
all as more fully set out in Annex A to each Extraordinary
Resolution.
Capitalised terms used but not defined herein shall have the
meanings set out in the Updated Consent Solicitation
Memorandum.
Further information relating to the Updated Consent
Solicitations can be obtained directly from the Solicitation Agent
and the Tabulation Agent:
Lloyds Bank Corporate Markets Lucid Issuer Services Limited
plc Tankerton Works
10 Gresham Street 12 Argyle Walk
London EC2V 7AE London WC1H 8HA
United Kingdom United Kingdom
Telephone: +44 20 7158 1719/1726 Telephone: +44 20 7704 0880
Attention: Liability Management Attention: Arlind Bytyqi
Team Email: lloydsbank@lucid-is.com
Email: liability.management@lloydsbanking.com
DISCLAIMER This announcement must be read in conjunction with
the Updated Consent Solicitation Memorandum. The Updated Consent
Solicitation Memorandum contains important information which should
be read carefully before any decision is made with respect to the
Updated Consent Solicitations. If any Securityholder is in any
doubt as to the action it should take or is unsure of the impact of
the implementation of the relevant Extraordinary Resolution, it is
recommended to seek its own financial and legal advice, including
in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant, independent financial, tax or
legal adviser. Any individual or company whose Securities 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 Updated Consent Solicitation or otherwise
participate in the relevant Meeting.
The distribution of this announcement and the Updated Consent
Solicitation Memorandum in certain jurisdictions may be restricted
by law. Persons into whose possession the Updated Consent
Solicitation Memorandum comes are required to inform themselves
about, and to observe, any such restrictions.
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END
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December 07, 2020 06:21 ET (11:21 GMT)
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