TIDMLLOY
RNS Number : 4551G
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 INDICATIVE RESULTS OF
ITS OFFERS 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 announcement on 16 November 2020, Lloyds Banking
Group plc (the "Offeror") is today announcing, on a non-binding
basis, indicative 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, subject to the Maximum New
Issue Size,
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.
SUMMARY OF INDICATIVE RESULTS
The indicative results of the Exchange Offers are as
follows:
For the Offer to Exchange the Existing Tier 1 Notes, the
indicative aggregate principal amount accepted for exchange is
GBP825,655,000.
For the Offer to Exchange the Existing Tier 2 Notes, the
indicative aggregate principal amount accepted for exchange is
GBP207,535,000.
All valid Offers to Exchange Existing Tier 1 Notes in the
Exchange Offers are expected to be accepted in full without
pro-ration. The Tier 2 Notes Acceptance Amount is expected to be
GBP207,535,000.
Valid Offers to Exchange the 2023 Notes are expected to be
accepted in full without pro-ration. The Offeror does not expect to
accept 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.
EXISTING TIER 1 NOTES
ISIN Issuer Current Maturity First Exchange New Tier Cash Indicative
Coupon Date Call Consideration* 2 Notes Consideration principal
(%) Date (%) Consideration Amount amount
Amount (per (per GBP1,000 of Existing
GBP1,000 in principal Notes to be
in principal amount accepted for
amount of of Existing exchange
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 New Tier Cash Indicative Indicative
Coupon Date Benchmark Spread Consideration* 2 Notes Consideration Series Pro-Ration
(%) (%) Consideration Amount Acceptance Factor
Amount (per (per GBP1,000 Amount
GBP1,000 in principal
in principal amount
amount of of Existing
Existing Notes)
Notes)
------ ------- -------- -------------- -------- -------------- ------------- ------------- -------------- ----------
XS0043098127 Lloyds 9.625 6 April 0.750% 85bps To be An amount GBP500.00 GBP207,535,000 n.a.
Bank 2023 Treasury determined reflecting
plc Gilt due as set the Exchange
22 July out in Consideration
2023 the Exchange minus the
(GB00BF0HZ991) Offer relevant
Bloomberg Memorandum Cash
Page PXUK and announced Consideration
on the Amount
Results
Announcement
Date
------ ------- -------- -------------- -------- -------------- ------------- ------------- -------------- ----------
XS0503834821 Lloyds 7.625 22 0.625% 100bps GBP229.33 GBP0 n.a.
Bank April Treasury
plc 2025 Gilt due
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 Price Determination Time is expected to be at or around
11.00 a.m. (London time) on 25 November 2020.
As soon as reasonably practicable after the Price Determination
Time, the Offeror is expected to announce (i) the Reference Gilt
Rate in respect of the New Tier 2 Notes, (ii) the New Tier 2 Notes
Yield and the New Tier 2 Notes Initial Coupon, (iii) the Exchange
Yield and the Exchange Consideration for the 2023 Notes, (iv) the
New Tier 2 Notes Consideration Amount for the 2023 Notes, (v)
whether valid Offers to Exchange pursuant to the Exchange Offers
are accepted by the Offeror, (vi) the principal amount of each
Series of the Existing Tier 1 Notes accepted for exchange, (vii)
the Tier 2 Notes Acceptance Amount in respect of the Existing Tier
2 Notes, (viii) in relation to the 2023 Notes, the Series
Acceptance Amount and any Pro-ration Factor, (ix) the satisfaction
or otherwise of the Minimum New Issue Size Condition and (x) the
New Issue Amount.
Holders whose Existing Notes Offered for Exchange are not
accepted, or who do not participate in the relevant 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.
Further details of the New Tier 2 Notes are set out in the
Exchange Offer Memorandum.
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 announcement in connection with the
Exchange Offers published via RNS on 16 November 2020 . This
announcement and the Exchange Offer Memorandum contain important
information which should be read carefully before any decision is
made with respect to the Exchange Offers. If any Holder is in any
doubt as to the action it should take or is unsure of the impact of
the Exchange Offers, it is recommended to seek its own financial
and legal advice, including as to any tax consequences, from its
stockbroker, bank manager, solicitor, accountant or other
independent financial or legal adviser. Any individual or company
whose Existing Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee or intermediary
must contact such entity if it wishes to participate in the
Exchange Offers. None of the Offeror, the Joint Dealer Managers,
the Exchange Agent (or any of their respective directors, officers,
employees, agents or affiliates) is providing Holders with any
legal, business, tax or other advice in the Exchange Offer
Memorandum. Holders should consult with their own advisers as
needed to assist them in making an investment decision and to
advise them whether they are legally permitted to participate in
the Exchange Offers.
OFFER RESTRICTIONS
Neither this announcement nor the Exchange Offer Memorandum
constitutes 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. The distribution of this announcement and
the Exchange Offer Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
and/or the Exchange Offer Memorandum comes are required by each of
the Offeror, the Joint Dealer Managers and the Exchange Agent to
inform themselves about and to observe any such restrictions.
No action has been or will be taken in any jurisdiction by the
Offeror, the Joint Dealer Managers or the Exchange Agent that would
constitute a public offering of the New Tier 2 Notes.
United States
The Exchange Offers are not being made, and will not be made,
directly or indirectly, in or into, or by use of the mail of, or by
any means or instrumentality of interstate or foreign commerce of,
or of any facilities of, a national securities exchange of, the
United States. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone and the internet
and other forms of electronic communication. The Existing Notes may
not be Offered for Exchange by any such use, means, instrumentality
or facility from or within the United States or by persons located
or resident in the United States as defined in Regulation S of the
U.S. Securities Act of 1933, as amended (the "Securities Act") or
to U.S. persons as defined in Regulation S of the Securities Act
(each a "U.S. person"). Accordingly, copies of this announcement,
the Exchange Offer Memorandum and any other documents or materials
relating to the Exchange Offers are not being, and must not be,
directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or
to U.S. persons. Any purported Offer to Exchange Existing Notes
resulting directly or indirectly from a violation of these
restrictions will be invalid, and any purported Offer to Exchange
made by a person located in the United States or any agent,
fiduciary or other Intermediary (as defined herein) acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be
accepted.
Neither this announcement nor the Exchange Offer Memorandum is
an offer of securities for sale in the United States or to U.S.
persons. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the Securities Act. The Existing Notes, the
guarantees in respect thereof (where applicable) and the New Tier 2
Notes have not been, and will not be, registered under the
Securities Act or the securities laws of any state or jurisdiction
of the United States, and may not be offered, sold or delivered,
directly or indirectly, in the United States or to, or for the
account or benefit of, U.S. persons. The purpose of this
announcement and the Exchange Offer Memorandum is limited to the
Exchange Offers, and the Exchange Offer Memorandum may not be sent
or given to a person in the United States or otherwise to any
person other than in an offshore transaction in accordance with
Regulation S under the Securities Act.
Each Holder of Existing Notes participating in the Exchange
Offers will be deemed to represent that it is not a U.S. person and
it is not located in the United States and is not participating in
the Exchange Offers from the United States or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Exchange
Offers from the United States. For the purposes of this and the
above paragraph, "United States" means United States of America,
its territories and possessions, any state of the United States of
America and the District of Columbia.
Belgium
Neither this announcement, the Exchange Offer Memorandum nor any
other documents or materials relating to the Exchange Offers have
been submitted to or will be submitted for approval or recognition
to the Financial Services and Markets Authority (Autorité des
services et marches financiers / Autoriteit financiële diensten en
markten) and, accordingly, the Exchange Offers may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6
of the Belgian Law of 1 April 2007 on public takeover bids (the
"Belgian Takeover Law") or as defined in Article 3 of the Belgian
Law of 16 June 2006 on the public offer of placement instruments
and the admission to trading of placement instruments on regulated
markets (the "Belgian Prospectus Law"), both as amended or replaced
from time to time. Accordingly, the Exchange Offers may not be
advertised and the Exchange Offers will not be extended, and
neither this announcement, the Exchange Offer Memorandum nor any
other documents or materials relating to the Exchange Offers
(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 other
than (i) to "qualified investors" in the sense of Article 10 of the
Belgian Prospectus Law, acting on their own account; or (ii) in any
other circumstances set out in Article 6, --2-4 of the Belgian
Takeover Law and Article 3, --2-4 of the Belgian Prospectus Law.
This announcement and the Exchange Offer Memorandum 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 Exchange Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
France
This announcement, the Exchange Offer Memorandum and any other
documents or offering materials relating to the Exchange Offers 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. Neither this announcement nor the
Exchange Offer Memorandum has not been and will not be submitted
for clearance to the Autorité des marchés financiers.
Republic of Italy
Neither this announcement, the Exchange Offer Memorandum nor any
other documents or materials relating to the Exchange Offers have
been or will be submitted to the clearance procedure of the
Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant
to Italian laws and regulations.
The Exchange Offers are being carried out in the Republic of
Italy as an exempted offer pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended (the "Issuers' Regulation"). The Exchange Offers are also
being carried out in compliance with article 35-bis, paragraph 7 of
the Issuers' Regulation.
A holder of Existing Notes located in the Republic of Italy can
offer to exchange the Existing Notes through authorised persons
(such as investment firms, banks or financial intermediaries
permitted to conduct such activities in the Republic of Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Existing Notes or the Exchange Offers.
United Kingdom
The communication of this announcement and the Exchange Offer
Memorandum and any other documents or materials relating to the
Exchange Offers is not being made, and such documents and/or
materials have not been approved, by an authorised 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 otherwise within Article 43(2) 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.
Switzerland
The offering of the New Tier 2 Notes in Switzerland is exempt
from requirement to prepare and publish a prospectus under the
Swiss Financial Services Act ("FinSA") because the New Tier 2 Notes
have a minimum denomination of CHF 100,000 (or equivalent in
another currency) or more and the New Tier 2 Notes will not be
admitted to trading on any trading venue (exchange or multilateral
trading facility) in Switzerland. Neither this announcement nor the
Exchange Offer Memorandum does not constitute a prospectus pursuant
to the FinSA, and no such prospectus has been or will be prepared
for or in connection with the offering of the New Tier 2 Notes.
General
The Issuers, the Joint Dealer Managers, the Trustees and the
Exchange Agent (and their respective directors, employees or
affiliates) make no representations or recommendations whatsoever
regarding this announcement, the Exchange Offer Memorandum or the
Exchange Offers. The Exchange Agent is the agent of the Offeror and
owes no duty to any Holder. None of the Offeror, the Issuers, the
Joint Dealer Managers, the Trustees or the Exchange Agent makes any
recommendation as to whether or not Holders should participate in
the Exchange Offers.
In addition to the representations referred to above in respect
of the United States, each Holder participating in the Exchange
Offers will also be deemed to give certain representations in
respect of the other jurisdictions referred to above and generally
as set out in "Terms of the Exchange Offer - 11. Procedures for
Offering to Exchange Existing Notes" of the Exchange Offer
Memorandum. Offers of Existing Notes for Exchange from a Holder
that is unable to make these representations may be rejected. Each
of the Offeror, the Joint Dealer Managers and the Exchange Agent
reserves the right, in their sole and absolute discretion, to
investigate, in relation to any offer of Existing Notes for
exchange pursuant to the Exchange Offers, whether any such
representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Offeror determines
(for any reason) that such representation is not correct, such
instruction may be rejected.
The Exchange Offers do not constitute an offer to buy or the
solicitation of an offer to sell the Existing Notes and/or the New
Tier 2 Notes in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities or other laws require the relevant Exchange Offer to be
made by a licensed broker or dealer and any of the Joint Dealer
Managers or, where the context so requires, any of their respective
affiliates is such a licensed broker or dealer in that
jurisdiction, the relevant Exchange Offer shall be deemed to be
made on behalf of the Offeror by such Joint Dealer Manager or
affiliate (as the case may be) in such jurisdiction.
[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 are 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.
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
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END
MSCFEASAIESSESF
(END) Dow Jones Newswires
November 25, 2020 03:13 ET (08:13 GMT)
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