TIDMLLOY
RNS Number : 4474A
Lloyds Banking Group PLC
29 September 2020
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES, ITS TERRITORIES
AND POSSESSIONS TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN
REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMED
(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.
29 September 2020
LLOYDS BANKING GROUP PLC
(incorporated in Scotland with limited liability under
registered number 95000)
Legal Entity Identifier (LEI: H7FNTJ4851HG0EXQ1Z70)
(the "Issuer")
NOTICE
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.
The Issuer has today given a Notice of Meetings in respect of
the Securities for the purpose of soliciting consent from the
Securityholders to the modification of the terms and conditions
(the "Conditions") of the relevant Series and consequential or
related amendments to the transaction documents for the relevant
Series of Securities such that (i) the Reset Reference Rate (as
defined in the relevant Conditions) ceases to be a London Inter
Bank Offered Rate ("LIBOR") linked mid-swap rate and becomes a
Sterling Overnight Index Average ("SONIA") linked mid-swap rate;
(ii) an adjustment (the "Reset Reference Rate Adjustment") is made
to reflect the economic difference between the LIBOR and SONIA
rates; and (iii) the Margin (as defined in the relevant Conditions)
applicable to each Series of Securities remains unaltered; (iv) the
fallbacks relating to the Reset Reference Rate are amended; and (v)
new fallbacks are included in case a Benchmark Event (as defined in
the Consent Solicitation Memorandum) occurs with respect to the
Reset Rate of Interest, as proposed by the Issuer for approval by a
separate extraordinary resolution of the holders of each such
Series (each an "Extraordinary Resolution"), all as further
described in the consent solicitation memorandum dated 29 September
2020 (the "Consent Solicitation Memorandum") (each such invitation
a "Consent Solicitation").
In light of the ongoing developments in relation to coronavirus
(COVID-19), and current guidance issued by the UK government, it
may become impossible or inadvisable to hold each relevant Meeting
at a physical location. Accordingly, in accordance with the
provisions of the relevant Trust Deed the Issuer has requested that
the Trustee prescribe appropriate regulations regarding the holding
of the relevant Meeting via teleconference.
1. Notice of meetingS in respect of the SECURITIES
The Notice of Meeting will be available for viewing at the
Issuer's website:
https://www.lloydsbankinggroup.com/investors/fixed-income-investors/consent-solicitation
2. Indicative timetable for the consent solicitation
Set out below is an indicative timetable showing one possible
outcome for the timing of the Consent Solicitations, which will
depend, among other things, on timely receipt (and non revocation)
of instructions, the rights of the Issuer (where applicable) to
extend, waive any condition of, amend and/or terminate either
Consent Solicitation (other than the terms of the relevant
Extraordinary Resolution) as described in the Consent Solicitation
Memorandum and the passing of each Extraordinary Resolution at the
initial Meeting for the relevant Series. Accordingly, the actual
timetable may differ significantly from the timetable below.
Date/Time Action
29 September 2020 1. Notice of the Meetings to be delivered to the Clearing Systems.
(At least 21 clear days Release of Notice through the regulatory news service of the London Stock Exchange.
before the Meeting)
Copies of the Consent Solicitation Memorandum to be available from the Tabulation Agent and
the Securityholder Information (as defined in the Notice) to be available for inspection,
as indicated, at the specified office of the Principal Paying and Conversion Agent and on
the website of the Issuer
(https://www.lloydsbankinggroup.com/investors/fixed-income-investors/consent-solicitation
) (the "Issuer's Website"). From this date, Securityholders may arrange for Securities held
by Clearstream, Luxembourg and/or Euroclear in their accounts to be blocked in such accounts
and held to the order and under the control of the Principal Paying and Conversion Agent in
order to obtain a form of proxy or give valid Consent Instructions or Ineligible Holder
Instructions,
to the Tabulation Agent.
By 10 a.m.(London time) 2. Expiration Deadline.
(11 a.m. CET) Final time by which Securityholders have arranged for:
on 19 October 2020 (i) obtaining a form of proxy from the Principal Paying and Conversion Agent in order to attend
(At least 48 hours (via teleconference) and vote at the relevant Meeting; or
before the Meeting) (ii) receipt by the Tabulation Agent of valid Consent Instructions or Ineligible Holder
Instructions
in accordance with the procedures of Clearstream, Luxembourg and/or Euroclear.
3. Final time by which Securityholders have given notice to the Tabulation Agent (via the relevant
Clearing Systems) of any intended revocation of, or amendment to, Consent Instructions or
Ineligible Holder Instructions previously given by them.
10 a.m. (London time) 4. SECURITYHOLDERS' MEETING HELD
(11 a.m. CET) The initial Meeting in respect of:
on 21 October 2020 (i) the PNC9 Securities will commence at 10.00 a.m. (London time) (11.00 a.m. CET);
and
(ii) the PNC15 Securities will commence at 10.15 a.m. (London time) (11.15 a.m. CET)
or after
the completion of the PNC9 Securities Meeting (whichever is later).
If the relevant Extraordinary Resolutions are passed at the relevant Meeting:
As soon as reasonably 5. Announcement of the results of the Meetings and, if the relevant Extraordinary Resolution
practicable after the is passed, satisfaction (or not) of the Eligibility Condition.
Meetings Delivery of notice of such results to Euroclear and Clearstream, Luxembourg for communication
to their account holders and an announcement released on the regulatory news service of the
London Stock Exchange.
At or around 2 p.m. 6. Pricing Time and Pricing Date
(London time) (3 p.m. Solicitation Agent to calculate the relevant Reset Reference Rate Adjustment in respect of
CET) each Series.
on 21 October 2020 A pricing announcement will be delivered through the Clearing Systems and released through
(the "Pricing Date") the regulatory news service of the London Stock Exchange as soon as practicable following
the Pricing Time on the Pricing Date.
21 October 2020 7. If the relevant Extraordinary Resolution is passed at the relevant initial Meeting (or at
a subsequent adjourned Meeting) and the Eligibility Condition is satisfied, the relevant Suppleme
ntal
Trust Deed will be executed by the Issuer and the Trustee and the modifications to the Conditions
of the relevant Series described in the Consent Solicitation Memorandum will be implemented
with effect on and from 21 October 2020 (the "Effective Date")
(the "Effective Date")
If a quorum is not achieved at a Meeting or the quorum is achieved and the relevant Extraordinary
Resolution is passed but the Eligibility Condition is not satisfied, such Meeting shall be
adjourned and the adjourned Meeting of Securityholders for that Series will be held at a date
as will be notified to the Securityholders in the notice of the adjourned Meeting.
The unaudited interim condensed consolidated financial statements of the Issuer for the nine
months ended 30 September 2020 (the "Interim Results") are expected to be published on 29
October 2020. In case an adjourned Meeting is to be held, investors will be entitled to revoke
their instructions with
effect from the date on which a notice of adjournment is issued and such adjourned Meeting
will be
held on a date following publication of the Interim Results which will allow for sufficient
time for
investors to provide voting instructions post publication of the Interim Results.
The adjourned Meeting will be held in accordance with the terms of the relevant Trust Deed.
If the relevant Extraordinary Resolution is passed at the adjourned Meeting and the Eligibility
Condition is satisfied in respect of the relevant Series, the relevant Supplemental Trust
Deed will be executed by the Issuer and the Trustee and the modifications with respect to
such Series described in the Consent Solicitation Memorandum will be implemented on the Effective
Date.
Securityholders are advised to check with any bank, securities
broker or other intermediary through which they hold Securities
when such intermediary would need to receive instructions from a
Securityholder in order for that Securityholder to be able to
participate in, or revoke their instruction to participate in, the
relevant Consent Solicitation before the deadlines specified above.
The deadlines set by any such intermediary and each Clearing System
for the submission and revocation of Consent Instructions may be
earlier than the relevant deadlines specified above.
No consent fee will be payable in connection with the Consent
Solicitations.
Capitalised terms used but not defined herein shall have the
meanings set out in the Consent Solicitation Memorandum.
Further information relating to the Consent Solicitation can be
obtained directly from the Solicitation Agent and the Tabulation
Agent:
Lloyds Bank Corporate Markets plc Lucid Issuer Services Limited
10 Gresham Street Tankerton Works
London EC2V 7AE 12 Argyle Walk
United Kingdom London WC1H 8HA
Telephone: +44 20 7158 1719/1726 United Kingdom
Attention: Liability Management Team Telephone: +44 20 7704 0880
Email: liability.management@lloydsbanking.com Attention: Arlind Bytyqi
Email:lloydsbank@lucid-is.com
DISCLAIMER: This announcement must be read in conjunction with
the Consent Solicitation Memorandum. The Consent Solicitation
Memorandum contains important information which should be read
carefully before any decision is made with respect to the consent
solicitation. 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 consent solicitation or otherwise participate in
the relevant Meeting.
The distribution of the Consent Solicitation Memorandum in
certain jurisdictions may be restricted by law. Persons into whose
possession the 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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