TIDMLLOY
RNS Number : 2967V
Lloyds Banking Group PLC
10 December 2021
DECEMBER 10, 2021
LLOYDS BANKING GROUP PLC ANNOUNCES RESULTS OF AN EXCHANGE OFFER
FOR CERTAIN AMERICAN DEPOSITARY SHARES REPRESENTING PREFERENCE
SHARES AND CERTAIN SUBORDINATED DEBT SECURITIES
Lloyds Banking Group plc ("LBG") today announced the final
results of the previously announced offer to exchange 3.369% Fixed
Rate Reset Subordinated Debt Securities due 2046 with a call date
in 2041 (the "New Notes"), to be issued by LBG, plus (if
applicable) the relevant Cash Consideration Amount (as set out in
the table below), plus accrued and unpaid dividends or interest (as
the case may be) in cash, plus (if applicable) cash amounts in lieu
of any fractional New Notes, for:
(1) any and all of the outstanding American Depositary Shares ("ADSs") representing LBG's 6.413% Non-Cumulative Fixed to Floating Rate Preference Shares (the "Series 1 Preference Shares"), ADSs representing LBG's 6.657% Non-Cumulative Fixed to Floating Rate Preference Shares (the "Series 2 Preference Shares" and, collectively with the Series 1 Preference Shares, the "Preference Shares") and 6.00% Subordinated Notes due 2033 issued by HBOS plc (the "Series 1 Existing Subordinated Notes") (the "Any and All Offer"), and
(2) up to the Cap Amount (as defined below) of LBG's 4.582%
Subordinated Debt Securities due 2025 (the "Series 3 Existing
Subordinated Notes") and LBG's 4.500% Fixed Rate Subordinated Debt
Securities due 2024 (the "Series 2 Existing Subordinated Notes"
and, collectively with the Series 1 Existing Subordinated Notes and
the Series 3 Existing Subordinated Notes, the "Existing
Subordinated Notes") (the "Capped Offer" and, together with the Any
and All Offer, the "Exchange Offer").
The Series 1 Existing Subordinated Notes and the Preference
Shares are collectively referred to as the "Any and All Offer
Securities". The Series 2 Existing Subordinated Notes and the
Series 3 Existing Subordinated Notes are collectively referred to
as the "Capped Offer Notes". The Preference Shares and the Existing
Subordinated Notes are collectively referred to as the "Existing
Securities". The Exchange Offer is being made on the terms and
subject to the conditions set out in the prospectus dated December
9, 2021, as it may be amended or supplemented from time to time
(the "Prospectus"). Capitalized terms not otherwise defined in this
announcement have the same meaning as assigned to them in the
Prospectus.
The Exchange Offer expired at 11:59 p.m. (New York City time) on
December 9, 2021. The aggregate principal amount of each series of
Existing Securities validly tendered and accepted for exchange is
set out below:
Principal Principal
Amount Amount
New Notes Cash Principal Accepted in Outstanding
Exchange Consideration Total Exchange Amount Exchange Following
Title of Security Issuer ISIN/CUSIP Consideration(1) Amount(2) Consideration(1)(3) Outstanding Offer Exchange Offer
-------------------- ------- ------------- ---------------- ------------- ------------------- --------------- -------------- --------------
Any and All Offer
144A: US539439AC38 / 539439AC3
LBG Reg S: USG5533WAA56 / G5533WAA5 $1,306.88 $146.00 $1,452.88 $374,810,000 $325,820,000 $48,990,000
ADSs representing
6.413%
Non-Cumulative Fixed
to Floating Rate
Preference
Shares......
ADSs representing 144A:
6.657% US539439AF68
Non-Cumulative / 539439AF6
Fixed to Floating Reg S:
Rate Preference US539439AE93
Shares...... LBG / 539439AE9 $1,386.95 $110.00 $1,496.95 $434,350,000 $396,723,000 $37,627,000
144A:
US4041A2AF14
/
4041A2AF1
Reg S:
6.00% Subordinated HBOS US4041A3AG79
Notes due 2033.. plc / 4041A3AG7 $1,220.34 $145.00 $1,365.34 $466,113,000 $164,967,000 $301,146,000
Capped Offer
4.500% Fixed Rate
Subordinated Debt
Securities due US53944YAA10
2024.. LBG / 53944YAA1 $1,086.06 $0.00 $1,086.06 $1,000,000,000 $0.00 $1,000,000,000
4.582% Subordinated
Debt Securities due US539439AM10
2025.. LBG / 539439AM1 $1,109.10 $0.00 $1,109.10 $ 1,327,685,000 $0.00 $1,327,685,000
(1) Total Exchange Consideration and New Notes Exchange
Consideration are per $1,000 principal amount of Existing
Securities accepted for exchange pursuant to the Exchange Offer.
The Total Exchange Consideration includes both the Cash
Consideration Amount and the New Notes Exchange Consideration. (as
defined in the prospectus).
(2) Per $1,000 principal amount of Existing Securities accepted
for exchange pursuant to the Exchange Offer. The Cash Consideration
Amount is already included in the Total Exchange Consideration
calculated from the applicable Fixed Spread.
(3) In addition to the applicable Total Exchange Consideration,
LBG will pay accrued and unpaid dividends (in the case of the
Preference Shares) or interest (in the case of Existing
Subordinated Notes) up to, but not including, the Settlement
Date.
New Notes
Aggregate
New Notes Optional Principal
ISIN/CUSIP Interest Redemption Maturity Reset Reset Issue Amount
Title of Series Rate(1) Date Date Coupon Date Price Issued
----------------------- ------------- ---------- ---------- -------- -------- -------- ----- --------------
3.369% Fixed From (and
Rate Reset including)
Subordinated September
Debt Securities 14, 2041 5-year
due 2046 with to (and US
a call date including) Treasury December
in 2041 US53944YAQ61 December December Rate 14,
...................... / 53944YAQ6 3.369% 14, 2041 14, 2046 +1.50% 2041 100% $1,175,176,000
(1) The New Notes Interest Rate is based on the bid-side yield
of the Benchmark Security, as of 10:00 a.m. New York City time on
December 7, 2021, plus the Spread to Benchmark Security, calculated
in accordance with the procedures set forth in the Prospectus.
The Minimum New Issue Size condition has been satisfied. The
Offeror has accepted for exchange all validly tendered Any and All
Offer Securities, $0.00 in aggregate principal amount of validly
tendered Series 2 Existing Subordinated Notes with Exchange
Priority 1 and $0.00 in aggregate principal amount of validly
tendered Series 3 Existing Subordinated Notes with Exchange
Priority 2. Capped Offer Notes have not been accepted for purchase
by the Offeror as the amount of the Any and All Offer Securities
accepted exceeds the Cap Amount.
The aggregate principal amount of New Notes to be issued
pursuant to the Exchange Offer is $1,175,176,000. Any and All Offer
Securities and Capped Offer Notes that have not been accepted for
purchase by the Offeror will remain outstanding following the
Exchange Offer.
Settlement of the Exchange Offer is expected to take place on or
around December 14, 2021.
Further Information
This announcement does not constitute an offer of any securities
for sale. A registration statement on Form F-4 relating to the
Exchange Offer and the Prospectus have been filed with the SEC. The
registration statement was declared effective on December 9,
2021.
Requests for copies of the Prospectus and information in
relation to the Exchange Offer should be directed to:
EXCHANGE AGENT
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Tel: +44 207 704 0880
Attention: Owen Morris /
David Shilson
email: lbg@lucid-is.com
Website: https://deals.lucid-is.com/lbg-us
Any questions regarding the terms of the Exchange Offer should
be directed to:
GLOBAL COORDINATORS AND JOINT LEAD DEALER MANAGERS (the "Dealer
Managers")
BofA Securities, Inc. Credit Suisse Securities Lloyds Securities Inc .
620 South Tryon Street, (USA) LLC 1095 Avenue of the Americas
20th Floor 11 Madison Avenue New York, NY 10036
Charlotte, North Carolina New York, New York 10010
28255 Attention: Bond Syndicate
Attn: Liability Management Telephone (U.S.): +1 (212)
Group 827-3145
Attention: Liability Management Tel (London): +44 20 7883 Email: NALSIBondSyndicate@lbusa.com
Group 8763
Telephone (London): +44-20-7996-5420 Tel (US): +1 (212) 538-2147
Telephone (U.S. Toll Free): Tel (US toll free): +1
+1 (888) 292-0070 (800) 820-1653
Telephone (U.S.): +1 (980) Email:
387-3907 liability.management@credit-suisse.com
Email: DG.LM-EMEA@bofa.com
DISCLAIMER
This announcement must be read in conjunction with the
Prospectus. If you are in any doubt as to the contents of this
announcement or the Prospectus or the action you should take, you
are recommended to seek your own financial and legal advice,
including as to any tax consequences, immediately from your
stockbroker, bank manager, solicitor, accountant or other
independent financial or legal adviser. Subject to applicable law,
LBG or its affiliates may at any time and from time to time
following completion of the Exchange Offer purchase remaining
outstanding Existing Securities by tender, in the open market, by
private agreement or otherwise on such terms and at such prices as
LBG or, if applicable, its affiliates may determine. Such terms,
consideration and prices may be more or less favorable than those
offered pursuant to the Exchange Offer.
OFFER RESTRICTIONS
This announcement and the Prospectus do not constitute an offer
or an invitation to participate in the Exchange Offer in any
jurisdiction in or from which, or to any person to whom, it is
unlawful to make the relevant offer or invitation under applicable
laws. The distribution of this announcement and the Prospectus in
certain jurisdictions may be restricted by law. Persons into whose
possession this announcement and the Prospectus comes are required
by each of LBG, the Dealer Managers and the Exchange Agent to
inform themselves about, and to observe, any such restrictions.
No action has been or will be taken by LBG, the Dealer Managers
or the Exchange Agent in any jurisdiction outside the United States
that would constitute a public offering of the New Notes.
United Kingdom
The communication of the Prospectus and any other documents or
materials relating to the Exchange Offer is not being made, and
such documents and/or materials have not been approved, by an
authorized person for the purposes of section 21 of 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 Group or other persons within Article
43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, and (2) any other persons to whom these
documents and/or materials may lawfully be communicated.
Belgium
None of this announcement, the Prospectus or any other documents
or materials relating to the Exchange Offer have been submitted to
or will be submitted for approval or recognition to the Financial
Services and Markets Authority (Autorité des services et marchés
financiers / Autoriteit voor financiële diensten en markten) and,
accordingly, the Exchange Offer may not be made in Belgium by way
of a public offering, as defined in Articles 3 and 6 of the Belgian
Law of April 1, 2007 on public takeover bids as amended or replaced
from time to time. Accordingly, the Exchange Offer may not be
advertised, and none of this announcement, the Prospectus or any
other documents or materials relating to the Exchange Offer
(including any memorandum, information circular, brochure or any
similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium unless
such person is (i) a "qualified investor" in the sense of Article
2(e) of the Prospectus Regulation, acting on its own account, which
(ii) is not a consumer (consommateur/consument) within the meaning
of the Belgian Code of Economic Law (Code de droit
économique/Wetboek van economisch recht), as amended. The
Prospectus has been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Exchange
Offer. Accordingly, the information contained in this announcement
and the Prospectus may not be used for any other purpose or
disclosed to any other person in Belgium.
France
This announcement, the Prospectus and any other documents or
offering materials relating to the Exchange Offer 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. This announcement and the Prospectus have
not been and will not be submitted for clearance to the Autorité
des marchés financiers.
Republic of Italy
The Exchange Offer and any solicitation in respect thereof are
not being made, directly or indirectly, in or into the Republic of
Italy and have not received clearance from the Commissione
Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian
securities laws and implementing regulations. Accordingly, Italian
holders of the Existing Securities are hereby notified that, to the
extent such holders of Existing Securities are persons or entities
resident and/or located in the Republic of Italy, the Exchange
Offer is not available to them and they may not accept the Exchange
Offer and, as such, any tenders of Existing Securities received
from such persons or entities shall be ineffective and void. None
of the Exchange Offer, this announcement, the Prospectus or any
other documents or materials relating to the Exchange Offer has
been registered pursuant to Italian securities legislation and,
accordingly, no New Notes may be offered, sold, delivered or
exchanged, nor may copies of the Prospectus or of any other
document relating to the New Notes and the Exchange Offer be
distributed or made available in the Republic of Italy.
Canada
The Exchange Offer and any solicitation in respect thereof, and
the sale of the New Notes, are not being made, directly or
indirectly, in Canada or to holders of the Existing Securities who
are resident and/or located in any province or territory of Canada.
The Prospectus has not been filed with any securities commission or
similar regulatory authority in Canada in connection with the
Exchange Offer, and the New Notes have not been, and will not be,
qualified for sale under the securities laws of Canada or any
province or territory thereof and no securities commission or
similar regulatory authority in Canada has reviewed or in any way
passed upon the Prospectus, any other documents or materials
relating to the Exchange Offer or the merits of the New Notes and
any representation to the contrary is an offence. Accordingly,
Canadian holders of the Existing Securities are hereby notified
that, to the extent such holders of Existing Securities are persons
or entities resident and/or located in Canada, the Exchange Offer
is not available to them and they may not accept the Exchange
Offer. As such, any tenders of Existing Securities received from
such persons or entities shall be ineffective and void. No New
Notes may be offered, sold, delivered or exchanged, nor may copies
of the Prospectus or of any other document relating to the New
Notes and the Exchange Offer be distributed or made available in
Canada. The Prospectus and any other documents or offering
materials relating to the Exchange Offer or the New Notes may not
be distributed in Canada and the Prospectus does not constitute an
offer or an invitation to participate in the Exchange Offer to any
person resident in Canada.
General
The Exchange Offer does not constitute an offer to buy or the
solicitation of an offer to sell Existing Securities and/or New
Notes in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities or other laws
require the Exchange Offer to be made by a licensed broker or
dealer or registered dealer and the Dealer Manager or, where the
context so requires, any of its affiliates is such a licensed
broker or dealer or registered dealer in that jurisdiction, the
Exchange Offer shall be deemed to be made on behalf of LBG by such
Dealer Manager or affiliate (as the case may be) in such
jurisdiction.
Further Information
This announcement contains inside information in relation to the
Existing Securities and is disclosed in accordance with the Market
Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").
For the purposes of UK MAR and Article 2 of the binding technical
standards published by the Financial Conduct Authority in relation
to UK MAR as regards Commission Implementing Regulation (EU)
2016/1055, this announcement is made by Douglas Radcliffe, Group
Investor Relations Director.
For further information please contact:
Group Corporate Treasury:
Liz Padley
Head of Capital Structuring, Holding Company and Resolution
Telephone: +44 (0)20 7158 1737
Email: Claire-Elizabeth.Padley@LloydsBanking.com
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
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December 10, 2021 06:27 ET (11:27 GMT)
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