TIDMLLOY
RNS Number : 1890G
Lloyds Banking Group PLC
23 November 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 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.
23 November 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"). 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
The Meeting was
quorate. 75.63%
of outstanding
PNC9 Securities
submitted votes
in respect of
the Extraordinary
Resolution and
100% of total
votes cast at
the Meeting were
in favour of the
Extraordinary
Resolution and
the Extraordinary
Resolution was
passed.
The Eligibility
Condition was
not satisfied
and an Adjourned
Meeting will be
PNC9 Securities XS1043552188 / 104355218 GBP 1,494,392,000 held.
The Meeting was
not quorate. 71.14%
of outstanding
PNC15 Securities
submitted votes
in respect of
the Extraordinary
Resolution and
99.42% of total
votes that were
submitted were
in favour of the
Extraordinary
Resolution.
PNC15 Securities XS1043552261 / 104355226 GBP 750,009,000 Adjourned Meeting.
Adjournment of the Respective Meetings of the PNC9
Securityholders and PNC15 Securityholders
The Meetings were held separately earlier today, and NOTICE IS
HEREBY GIVEN:
(i) to the PNC9 Securityholders that, at the PNC9 Meeting the
relevant Extraordinary Resolution was duly passed, however, the
Eligibility Condition was not satisfied and therefore the
conditions to the implementation of the amendments to the
Conditions of the PNC9 Securities in accordance with the
Extraordinary Resolution in respect of the PNC9 Securities and the
PNC9 Securities Supplemental Trust Deed have not been met. Pursuant
to Paragraph 9 of the Extraordinary Resolution, as a result of the
Eligibility Condition not being satisfied, the PNC9 Meeting has
been adjourned as appropriate; and
(ii) to the PNC15 Securityholders th at, the quorum requir ed f
o r the PNC15 Meeting was not obtained, a nd according l y the
PNC15 Meeting has been ad j ourned as appropriate.
The ad journed Me e ting in respect of the:
(i) PNC9 Securities will commence on 7 December 2020 at 10 a.m.
(London time) (11 a.m. CET); and
(ii) PNC15 Securities will commence on 7 December 2020 at 10.15
a.m. (London time) (11.15 a.m. CET) or after the completion of the
PNC9 Securities Meeting (whichever is later).
In the event that the Consent Conditions are satisfied at each
adjourned Meeting and the Extraordinary Resolution in respect of
each Series is passed, each Extraordinary Resolution constitutes
(amongst others) a direction by the Securityholders of each Series
to the Trustee to consent to and to concur in the amendments to the
Conditions of the relevant Series and any consequential or related
amendments to the transaction documents for the relevant Series in
order to change the Reset Reference Rate such that (i) the Reset
Reference Rate ceases to be a LIBOR linked mid-swap rate
(specifically being the mid-rate for a 5 year Sterling
fixed-for-floating interest rate swap (where the floating leg pays
6 month GBP LIBOR semi-annually)) and becomes a SONIA linked
mid-swap rate (specifically being the mid-rate for a 5 year
Sterling fixed-for-floating interest rate swap (where the floating
leg pays daily compounded SONIA annually)); (ii) the Reset
Reference Rate Adjustment is made to reflect the economic
difference between the LIBOR linked mid-swap rate and SONIA linked
mid-swap rate; (iii) the Margin applicable to each Series of
Securities remains unaltered by these changes; (iv) the fallbacks
relating to the Reset Reference Rate are amended; and (v) new
fallbacks are included in case a Benchmark Event occurs with
respect to the Reset Rate of Interest, as more fully set out in the
relevant Supplemental Trust Deed and as may be necessary to give
effect thereto .
Conse n t Instr uctions submitt ed p ri o r t o t he ti me and
dat e of this announcement shall remain effective. Notwithstand ing
the t e r ms of the Updated Conse n t So li citations, the Issuer
agrees that any Securityholder may elect t o revoke any Conse n t
Instruc tion p rev ious l y submitted in respect of the relevant
Updated Consent Solicitation prov ided such revocati on is validly
made and received by the Tabulation Agent on or prior to t he Expi
r a ti on Dea d li ne, occurring at 4 p.m. (London time) (5 p.m.
(CET)) on 4 December 2020 in res pect of the ad j ourned
Meetings.
No consent fee will be payable in connection with the Updated Consent Solicitations.
Notice of Adjourned Meetings in respect of the Securities
The Notice will be available for viewing at the Issuer's
website:
https://www.lloydsbankinggroup.com/investors/fixed-income-investors/consent-solicitation/
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.
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 or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ROMPPGQWGUPUGGW
(END) Dow Jones Newswires
November 23, 2020 06:40 ET (11:40 GMT)
Grafico Azioni Lloyds Banking (LSE:LLOY)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Lloyds Banking (LSE:LLOY)
Storico
Da Apr 2023 a Apr 2024
