TIDMLLOY
RNS Number : 5080G
Lloyds Banking Group PLC
25 November 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 BANKING GROUP PLC ("LBG") ANNOUNCES FINAL RESULTS OF ITS
INVITATIONS TO EXCHANGE THE STERLING DENOMINATED SUBORDINATED
SECURITIES LISTED BELOW (THE "EXISTING NOTES") FOR A COMBINATION OF
(I) A SINGLE SERIES OF NEW STERLING DENOMINATED SUBORDINATED NOTES
(THE "NEW TIER 2 NOTES") TO BE ISSUED BY LBG AND (II) ANY
APPLICABLE CASH CONSIDERATION AMOUNT
25 November 2020
Further to its announcements on 16 November 2020 and 25 November
2020, Lloyds Banking Group plc (the "Offeror") is today announcing
the final results of its invitations to all Holders (subject to the
Offer Restrictions referred to below) of:
-- the Existing Tier 1 Notes, set out under the heading
"Existing Tier 1 Notes" below, to Offer to Exchange such Existing
Tier 1 Notes which are outstanding; and
-- the Existing Tier 2 Notes, set out under the heading
"Existing Tier 2 Notes" below, to Offer to Exchange such Existing
Tier 2 Notes which are outstanding,
together, the "Exchange Offers" and each an "Exchange
Offer".
The Exchange Offers were made on the terms of and subject to the
conditions contained in an exchange offer memorandum dated 16
November 2020 (the "Exchange Offer Memorandum"). Capitalised terms
not otherwise defined in this announcement have the same meaning as
assigned to them in the Exchange Offer Memorandum.
RESULTS OF THE EXCHANGE OFFERS
The Minimum New Issue Size Condition has been satisfied.
For the Offer to Exchange the Existing Tier 1 Notes, the
aggregate principal amount accepted for exchange is
GBP825,655,000.
For the Offer to Exchange the Existing Tier 2 Notes, the
aggregate principal amount accepted for exchange is
GBP207,535,000.
All valid Offers to Exchange Existing Tier 1 Notes in the
Exchange Offers have been accepted in full without pro-ration. The
Tier 2 Notes Acceptance Amount is GBP207,535,000.
All valid Offers to Exchange the 2023 Notes have been accepted
in full without pro-ration. The Offeror has not accepted any Offers
to Exchange in respect of the GBP750,000,000 7.625 per cent. Dated
Subordinated Notes due 22 April 2025 (XS0503834821) issued by
Lloyds Bank plc.
The Existing Notes set out in the table below shall be exchanged
for New Tier 2 Notes as further described below.
EXISTING TIER 1 NOTES
ISIN Issuer Current Maturity First Exchange New Tier Cash Principal
Coupon Date Call Consideration* 2 Notes Consideration amount of
(%) Date (%) Consideration Amount (per Existing
Amount (per GBP1,000 Notes accepted
GBP1,000 in principal for exchange
in principal amount of
amount of Existing
Existing Notes)
Notes)
--------- --------- --------- -------- -------------- ------------- ------------- --------------
Bank of
Scotland 31 May
XS0125686229 plc 7.281[1] Perpetual 2026 121.75 GBP885.12 GBP332.38 GBP131,904,000
--------- --------- --------- -------- -------------- ------------- ------------- --------------
22
Lloyds January
XS0408620721 Bank plc 13.000[2] Perpetual 2029 181.75[3] GBP1,428.55 GBP388.95 GBP456,424,000
--------- --------- --------- -------- -------------- ------------- ------------- --------------
HBOS
Sterling
Finance 9
(Jersey) December
GB0058327924 L.P. 7.881[4] Perpetual 2031 166.00 GBP1,660.00 GBP0.00 GBP237,327,000
--------- --------- --------- -------- -------------- ------------- ------------- --------------
EXISTING TIER 2 NOTES
ISIN Issuer Current Maturity Reference Exchange Exchange Exchange New Tier Cash Series Pro-Ration
Coupon Date Benchmark Spread Yield Consideration* 2 Notes Consideration Acceptance Factor
(%) (%) Consideration Amount Amount
Amount (per (per GBP1,000
GBP1,000 in principal
in principal amount
amount of of Existing
Existing Notes)
Notes)
------- ------- -------- --------------- -------- -------- -------------- ------------- ------------- -------------- ----------
0.750% Treasury
Gilt due
22 July 2023
Lloyds (GB00BF0HZ991)
Bank 6 April Bloomberg
XS0043098127 plc 9.625 2023 Page PXUK 85bps 0.806% 120.369 GBP703.69 GBP500.00 GBP207,535,000 n.a.
------- ------- -------- --------------- -------- -------- -------------- ------------- ------------- -------------- ----------
XS0503834821 Lloyds 7.625 22 0.625% Treasury 100bps n.a. n.a. n.a. n.a. GBP0 n.a.
Bank April Gilt due
plc 2025 7 June 2025
(GB00BK5CVX03)
Bloomberg
Page PXUK
------- ------- -------- --------------- -------- -------- -------------- ------------- ------------- -------------- ----------
*Including both the consideration in the form of New Tier 2
Notes and the Cash Consideration Amount (where applicable)
The New Tier 2 Notes
The table below confirms certain key characteristics of the New
Tier 2 Notes to be issued by LBG pursuant to the Exchange Offers.
Further details of the New Tier 2 Notes will be set out in the New
Tier 2 Notes Final Terms which will be published on the Settlement
Date (the form of which is set out in the Exchange Offer
Memorandum). The New Tier 2 Notes ISIN is XS2265524640.
Issuer of Capital Currency Reference New Tier New Tier New Tier Optional Maturity New Issue
the New Type Gilt 2 Notes 2 Notes 2 Notes Redemption Date Amount
Tier Rate Yield (%) Issue Initial Date
2 Notes Price Coupon
(%)
Lloyds
Banking Tier 3 December 3 December
Group plc 2 GBP 0.307% 2.707 100% 2.707 2030 2035 GBP1,308,572,000
-------- --------- --------- ---------- ---------- -------- ---------- ---------- ----------------
The New Tier 2 Notes will be in bearer form in denominations of
GBP100,000 and integral multiples of GBP1,000 in excess thereof up
to and including GBP199,000, and will initially be issued in global
form.
Applications are intended to be made to the Financial Conduct
Authority under Part VI of the Financial Services and Markets Act
2000 for the New Tier 2 Notes to be admitted to the Official List
of the Financial Conduct Authority and to the London Stock Exchange
plc for the New Tier 2 Notes to be admitted to trading on the
London Stock Exchange's regulated market. The London Stock
Exchange's regulated market is a regulated market for the purposes
of Directive 2014/65/EU of the European Parliament and of the
Council on markets in financial instruments. Such admission is
expected to occur on the Settlement Date.
Further details of the New Tier 2 Notes are set out in the
Exchange Offer Memorandum.
Holders whose Existing Notes Offered for Exchange are not
accepted, or who do not participate in the Exchange Offers, will
not be eligible to receive New Tier 2 Notes in exchange for such
Existing Notes, will not be entitled to receive any Cash
Consideration Amount and will continue to hold such Existing Notes
subject to their terms and conditions.
Exchange Consideration, New Tier 2 Notes Consideration Amounts
and Cash Consideration Amounts
Holders who validly Offered to Exchange their Existing Notes at
or prior to the Expiration Time and whose Offers to Exchange have
been accepted will receive New Tier 2 Notes in an amount (rounded
down to the nearest GBP1,000) based upon the aggregate principal
amount of such Existing Notes accepted for exchange and the
relevant New Tier 2 Notes Consideration Amount, subject to the
requirement for each Holder to exchange at least the relevant
Minimum Offer Amount.
Where applicable, each such Holder will also be entitled to
receive, in respect of each GBP1,000 in principal amount of the
Existing Notes accepted for exchange, the Cash Consideration Amount
(if any). For avoidance of doubt, the sum of the New Tier 2 Notes
Consideration Amount, the Cash Consideration Amount (if any) and
the Cash Rounding Amount (if any, as detailed below) shall be equal
to the Exchange Consideration when expressed as an amount per
GBP1,000 in principal amount of the Existing Notes accepted for
exchange.
Accrued Interest Payments and Cash Rounding Amounts
If, as a result of the application of the relevant New Tier 2
Notes Consideration Amount, a Holder who validly Offered to
Exchange Existing Notes at or prior to the Expiration Time and
whose Offer to Exchange has been accepted would be entitled to
receive an aggregate principal amount of New Tier 2 Notes that is
not an integral multiple of GBP1,000, the Offeror will pay, or
procure that there is paid, in cash in sterling to that Holder on
the Settlement Date, a Cash Rounding Amount, which is the amount
equal to the fractional portion of such aggregate principal amount
that is not such an integral multiple (rounded to the nearest
GBP0.01, with half a penny being rounded upwards).
Each such Holder will also be entitled to receive any applicable
Accrued Interest Payments in respect of their Existing Notes
accepted for exchange. Accordingly, given that the Accrued Interest
Payments will be paid pursuant to the relevant Exchange Offer,
Holders whose Existing Notes have been accepted for exchange
pursuant to the Exchange Offers will not be entitled to receive any
further payment pursuant to the terms of such Existing Notes in
respect of accrued and unpaid interest. Furthermore, Holders of any
Lloyds Bank Perpetual Securities which have been accepted for
exchange will not be entitled to receive any further payment,
shares or other compensation in respect of any deferred and unpaid
coupons in respect of such Lloyds Bank Perpetual Securities;
consideration for deferred and unpaid coupons is deemed to be
included in the applicable Exchange Consideration.
Settlement Date
The Settlement Date for each of the Exchange Offers, including
(i) delivery of the New Tier 2 Notes in exchange for Existing Notes
validly Offered for Exchange and accepted and (ii) payment of
Accrued Interest Payments, Cash Rounding Amounts (if any) and Cash
Consideration Amounts (if any), is expected to be on or around 3
December 2020.
This announcement contains inside information in relation to the
Existing Notes 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.
FURTHER INFORMATION
For further information please contact:
Investor Relations:
Douglas Radcliffe
Group Investor Relations Director
Telephone: +44 (0)20 7356 1571
Email: Douglas.Radcliffe@LloydsBanking.com
Corporate Affairs:
Matthew Smith
Head of Media Relations
Tel: +44 (0) 20 7356 3522
Email: matt.smith@lloydsbanking.com
Requests for information in relation to the Exchange Offers
should be directed to:
GLOBAL CO-ORDINATOR & JOINT DEALER MANAGER
Lloyds Bank Corporate Markets plc
10 Gresham Street
London EC2V 7AE
United Kingdom
Telephone: +44 20 7158 1719/1726
Attention: Liability Management Team
email: liability.management@lloydsbanking.com
JOINT DEALER MANAGERS
Goldman Sachs International Merrill Lynch International
Plumtree Court 2 King Edward Street
25 Shoe Lane London EC1A 1HQ
London EC4A 4AU United Kingdom
United Kingdom
Telephone: +44 20 7996 5420
Telephone: +44 20 7552 6157 Attention: Liability Management
Attention: Liability Management Group
Group email: DG.LM-emea@bofa.com
email: liabilitymanagement.eu@gs.com
Requests for information in relation to, and for any documents
or materials relating to, the Exchange Offers should be directed
to:
EXCHANGE 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
DISCLAIMER
This announcement must be read in conjunction with the Exchange
Offer Memorandum and the announcements in connection with the
Exchange Offers published via RNS on 16 November 2020 and 25
November 2020. None of the Offeror, the Joint Dealer Managers, the
Exchange Agent and any person who controls, or is a director,
officer, employee or agent of such persons, or any affiliate of
such persons, makes any recommendation in connection with the
Exchange Offers.
This announcement does not constitute an offer or an invitation
to participate in the Exchange 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.
[1] Resets on 31 May 2026 to the aggregate of 4.095 per cent.
per annum and the Five Year Benchmark Gilt Rate.
[2] Resets on 22 January 2029 to the aggregate of 13.40 per
cent. per annum and the Five Year Benchmark Gilt Rate.
[3] The Exchange Consideration in respect of this Series shall
be deemed to include consideration for the deferred and unpaid
coupons on the Existing Notes of this Series which have been
accepted for exchange.
[4] Resets on 9 December 2031 to the aggregate of 4.40 per cent.
per annum and the Five Year Benchmark Gilt Rate.
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END
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November 25, 2020 08:01 ET (13:01 GMT)
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