TIDMLLOY

RNS Number : 1307T

Lloyds Banking Group PLC

22 November 2021

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 (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SOMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

LLOYDS BANKING GROUP PLC ANNOUNCES TER ACCEPTANCE AMOUNTS AND RESULTS FOLLOWING THE GENERAL EXPIRATION DEADLINE OF TER OFFERS IN RELATION TO ITS THREE SERIES OF STERLING PREFERENCE SHARES

22 November 2021

On 10 November 2021, Lloyds Banking Group plc (the "Offeror") launched an invitation to the holders of its outstanding preference shares detailed below (the "Preference Shares") to tender any and all such Preference Shares for purchase by the Offeror for cash (each such invitation an "Offer" and, together, the "Offers"). The Offers were made on the terms and subject to the conditions set out in the tender offer memorandum dated 10 November 2021 (the "Tender Offer Memorandum") and are subject to the offer and distribution restrictions set out below.

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.

The Offeror today announces its acceptance of validly submitted Tender Instructions received by the Receiving Agent prior to 1.00 p.m. (London time) on 19 November 2021 (the "General Expiration Deadline").

Shareholders should note that the Offers remain open to Retail Holders, as further detailed in the section entitled "LBGSA Tender Deadline and Retail-Only Expiration Deadline" below.

ACCEPTANCE OF VALID TER INSTRUCTIONS RECEIVED PRIOR TO THE GENERAL EXPIRATION DEADLINE

The Offeror hereby announces that it accepts for purchase all Preference Shares validly tendered pursuant to the Offers prior to the General Expiration Deadline, as set out in the table below:

 
 
                                           Aggregate Liquidation        Purchase Price          Aggregate Liquidation 
     Description of                         Preference Validly      (including accrued and           Preference 
    Preference Shares          ISIN             Tendered(1)          unpaid dividends)(2)          Outstanding(3) 
------------------------  -------------  ------------------------  ------------------------  ------------------------- 
 GBP198,065,600 6.475%     GB00B3KSB568              GBP3,691,321                  112.050%              GBP52,780,890 
 Non-Cumulative 
 Preference Shares(4) 
 GBP300,000,000 9.25%      GB00B3KS9W93             GBP37,319,867                  167.250%             GBP262,667,862 
 Non-Cumulative 
 Irredeemable Preference 
 Shares 
 GBP100,000,000 9.75%      GB00B3KSB238              GBP7,168,493                  174.200%              GBP48,572,393 
 Non-Cumulative 
 Irredeemable Preference 
 Shares 
 

(1) Prior to the General Expiration Deadline.

(2) For further detail on the Purchase Price and accrued and unpaid dividends payable, please refer to the Tender Offer Memorandum.

(3) After settlement on the General Settlement Date. (4) Redeemable, at the option of the Offeror, on 15 September 2024 or any dividend payment date falling on each fifth anniversary of such date thereafter, at their liquidation preference amount.

The Settlement Date for Institutional Holders and for Retail Holders whose respective validly submitted Tender Instructions were received by the Receiving Agent prior to the General Expiration Deadline is expected to be 30 November 2021.

Unless otherwise determined by the Offeror in its sole and absolute discretion, any Tender Instructions received by the Receiving Agent from Institutional Holders after the General Expiration Deadline have not been and will not be accepted. For technical reasons, however, any such Tender Instructions will only be released from escrow by the Receiving Agent at 1.00 p.m. (London time) on 9 December 2021 (the " Retail-Only Expiration Deadline ").

LBGSA TER DEADLINE AND RETAIL-ONLY EXPIRATION DEADLINE

Provided that Retail Holders have not previously submitted Tender Instructions in respect of their Preference Shares prior to the General Expiration Deadline, the Offers have not expired for Retail Holders (including participants who hold 6.475% Preference Shares through the LBGSA Nominee).

The expiration deadline for participants who hold 6.475% Preference Shares through the LBGSA Nominee is 1.00 p.m. (London time) on 6 December 2021 (the "LBGSA Tender Deadline").

The expiration deadline for other Retail Holders of the Preference Shares is the Retail-Only Expiration Deadline.

The Settlement Date for Retail Holders whose respective validly submitted Tender Instructions are received by the Receiving Agent after the General Expiration Deadline and prior to the Retail-Only Expiration Deadline is expected to be 15 December 2021.

Shareholders are advised to check with any bank, securities broker or other intermediary through which they hold Preference Shares whether such intermediary would require to receive instructions from a Shareholder in order for that Shareholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines specified above. The deadlines set by any such intermediary and CREST for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. Shareholders are also advised to ensure that, where any documents are posted to the Receiving Agent, they allow sufficient time to ensure receipt of such documents by the Receiving Agent by the relevant deadline. All documentation sent to or from a Shareholder is sent at such Shareholder's own risk.

A "Retail Holder" is a holder of Preference Shares (a) who holds less than GBP100,000 in aggregate liquidation preference of the Preference Shares of the relevant Series, (b) whose ordinary activities do not involve that person buying, selling, subscribing for or underwriting instruments such as the Preference Shares for the purpose of a business carried on by that person, and (c) who it is reasonable to expect will not carry on the activities described in (b) above for the purposes of a business carried on by that person.

An "Institutional Holder" is any Shareholder that is not a Retail Holder.

TOTAL CONSIDERATION

The total consideration payable to each Shareholder in respect of Preference Shares validly submitted for tender and accepted for purchase by the Offeror will be an amount in cash equal to (i) the Purchase Price for the relevant Preference Shares multiplied by the aggregate liquidation preference of Preference Shares validly tendered and delivered by such Shareholder and accepted by the Offeror for purchase (rounded to the nearest GBP0.01, with GBP0.005 being rounded upwards) and (ii) in the case of Preference Shares accepted for purchase from Retail Holders whose respective validly submitted Tender Instructions are received by the Receiving Agent after the General Expiration Deadline and prior to the Retail-Only Expiration Deadline only, the Incremental Accrued Dividend Payment in respect of such Preference Shares.

INDICATIVE TIMETABLE

The following table sets out the expected dates and times of the key events relating to the Offers following the date of this announcement. This is an indicative timetable and is subject to change. Accordingly, the actual timetable may differ from the timetable below.

 
Date and Time           Action                                              Applicability 
                                                                             to Institutional 
                                                                             and/or Retail 
                                                                             Holders 
--------------------    ------------------------------------------------ 
30 November 2021        General Settlement Date 
                         Expected General Settlement Date                     Institutional 
                         for the Offers to Institutional Holders              and Retail 
                         and for Retail Holders whose respective 
                         validly submitted Tender Instructions 
                         are received by the Receiving Agent 
                         prior to the General Expiration Deadline. 
                         Payment of Purchase Consideration 
                         to Institutional Holders and, if 
                         applicable, Retail Holders in respect 
                         of the Offers. 
6 December 2021 1.00    LBGSA Tender Deadline 
 p.m., London time       Deadline for receipt by the LBGSA                    Retail Only 
                         Nominee of LBGSA Forms of Instruction 
                         in order for participants holding 
                         6.475% Preference Shares through 
                         the LBGSA Nominee to be able to participate 
                         in the Offer in respect of the 6.475% 
                         Preference Shares. 
9 December 2021 1.00    Retail-Only Expiration Deadline 
 p.m., London time       Final deadline for receipt by the                    Retail Only 
                         Receiving Agent of all Tender Instructions 
                         in order for Retail Holders to be 
                         able to participate in the Offers. 
10 December 2021              Announcement of Results following 
                               the Retail-Only Expiration Deadline 
                               Announcement of the Offeror's decision         Retail Only 
                               whether to accept valid tenders of 
                               Preference Shares for purchase pursuant 
                               to the Offers to Retail Holders whose 
                               respective validly submitted Tender 
                               Instructions are received by the 
                               Receiving Agent after the General 
                               Expiration Deadline and prior to 
                               the Retail-Only Expiration Deadline. 
                               Details of: 
                               (i) the final aggregate liquidation 
                               preference of the Preference Shares 
                               of each Series validly tendered by 
                               Retail Holders whose respective validly 
                               submitted Tender Instructions are 
                               received by the Receiving Agent after 
                               the General Expiration Deadline and 
                               prior to the Retail-Only Expiration 
                               Deadline pursuant to the Offers; 
                               (ii) the total amount of Preference 
                               Shares purchased pursuant to the 
                               Offers (being the aggregate liquidation 
                               preference of the Preference Shares 
                               purchased on each of the Settlement 
                               Dates); and 
                               (iii) the final aggregate liquidation 
                               preference of Preference Shares of 
                               each Series that will remain outstanding 
                               after the Retail-Only Settlement 
                               Date, 
                               distributed by way of announcements 
                               on the relevant Notifying News Service(s) 
                               and via RNS. 
15 December 2021        Retail-Only Settlement Date 
                         Expected Retail-Only Settlement Date                 Retail Only 
                         for the Offers in respect of Retail 
                         Holders whose respective validly 
                         submitted Tender Instructions are 
                         received by the Receiving Agent after 
                         the General Expiration Deadline and 
                         prior to the Retail-Only Expiration 
                         Deadline. Payment of Purchase Consideration 
                         and Incremental Accrued Dividend 
                         Payment to Retail Holders in respect 
                         of the Offers. 
                         As detailed in the section "Terms 
                         and Conditions of the Offers - Payment" 
                         in the Tender Offer Memorandum, pursuant 
                         to the relevant Offer, payments in 
                         respect of Preference Shares held 
                         in certificated form may be made 
                         by cheque, and such cheque is expected 
                         to be issued 6 business days after 
                         the Retail-Only Settlement Date. 
                         Furthermore, pursuant to the relevant 
                         Offer, all payments of the Incremental 
                         Accrued Dividend Payment will be 
                         made outside of the CREST system 
                         and are therefore expected to be 
                         issued 6 business days after the 
                         Retail-Only Settlement Date. 
 

FURTHER INFORMATION

This announcement contains inside information in relation to the Preference Shares 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

Requests for information in relation to the Offers should be directed to:

 
      Shareholders who hold their                    Shareholders who hold their 
    Preference Shares in certificated               Preference Shares through the 
            form may contact:                         LBGSA Nominee may contact: 
            RECEIVING AGENT                                 LBGSA NOMINEE 
            Equiniti Limited                         Equiniti Financial Services 
            Corporate Actions                                  Limited 
              Aspect House                                   Aspect House 
              Spencer Road                                   Spencer Road 
                 Lancing                                       Lancing 
          West Sussex BN99 6DA                           West Sussex BN99 6DA 
             United Kingdom                                 United Kingdom 
                          www.shareview.co.uk/clients/lloydsoffer 
                                  Telephone: 0371-384-2458* 
                       If calling from outside the UK +44 371-384-2458 
                 Shareholders who hold their Preference Shares in CREST may 
                                          contact: 
                                     INFORMATION AGENT 
                               Lucid Issuer Services Limited 
                                          The Shard 
                                   32 London Bridge Street 
                                       London SE1 9SG 
                                       United Kingdom 
                                 Freephone: 0800 048 5511** 
                       If calling from outside the UK +44 800 048 5511 
                           Attention: David Shilson / Owen Morris 
                                   email: lbg@lucid-is.com 
                           Website: https://deals.lucid-is.com/lbg 
                                      DEALER MANAGERS 
        Credit Suisse International                  Lloyds Bank Corporate Markets 
              One Cabot Square                                     plc 
               London E14 4QJ                               10 Gresham Street 
               United Kingdom                                London EC2V 7AE 
        Telephone: +44 20 7883 8763                          United Kingdom 
      Attention: Liability Management                 Tel: +44 20 7158 1726 / 1719 
                   Group                             Attention: Liability Management 
                   email:                                         Group 
   liability.management@credit-suisse.com     email: liability.management@lloydsbanking.com 
                                Merrill Lynch International 
                                    2 King Edward Street 
                                       London EC1A 1HQ 
                                       United Kingdom 
                                    Tel: +44 207 996 5420 
                            Attention: Liability Management Group 
                                 Email: DG.LM-EMEA@bofa.com 
 
 

* Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Please note that calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti Limited and Equiniti Financial Services Limited cannot provide advice on the merits of the Offers or give financial, tax, investment or legal advice.

** Open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday. Please note that Lucid Issuer Services Limited cannot provide advice on the merits of the Offers or give financial, tax, investment or legal advice

The Offeror launched, contemporaneously with the launch of the Offers, a liability management exercise in respect of two series of U.S. dollar preference shares issued by the Offeror and represented by American Depositary Shares. This announcement does not relate to the U.S. dollar preference shares liability management exercise.

DISCLAIMER

This announcement must be read in conjunction with the announcement relating to the Offers published by the Offeror via RNS on 10 November 2021 and the Tender Offer Memorandum. This announcement, the announcement relating to the Offers published via RNS on 10 November 2021 and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Shareholder is in any doubt as to the action it should take or is unsure of the impact of the 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 Preference Shares are held on its behalf by a custodian, broker, dealer, commercial bank, trust company or other nominee or intermediary must contact such entity if it wishes to tender Preference Shares in the relevant Offer. None of the Offeror, the Dealer Managers, the Receiving Agent or the Information Agent (or any of their respective directors, officers, employees, agents or

affiliates) is providing Shareholders with any legal, business, tax or other advice in the Tender Offer Memorandum or this announcement. Shareholders 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 tender their Preference Shares for cash.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer or an invitation to participate in the 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 Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers, the Receiving Agent and the Information Agent to inform themselves about and to observe any such restrictions.

United States

The Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mails 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 or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each, a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the 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 a U.S. Person and the Preference Shares cannot be tendered in the Offers by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Preference Shares in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Preference Shares made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Preference Shares participating in an Offer will represent that it is not a U.S. Person, is not located in the United States and is not participating in such Offer 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 such Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement and the Tender Offer Memorandum by the Offeror and any other documents or materials relating to the 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 Financial Services and Markets Act 2000 (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 Offeror or other persons within Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

France

This announcement, the Tender Offer Memorandum and any other documents or offering materials relating to the Offers may not be distributed (directly or indirectly) in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of the EU Prospectus Regulation. Neither this announcement, the Tender Offer Memorandum nor any other documents or offering materials relating to the Offers have been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Belgium

None of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the 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 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") as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the 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 persons which are "qualified investors" in the sense of Article 2 (e) of the EU Prospectus Regulation, acting on their own account; or (ii) in any other circumstances set out in Article 6, --4 of the Belgian Takeover Law . The Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

Italy

Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the 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 Offers are being carried out in the Republic of Italy as exempted offers 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").

A Shareholder located in the Republic of Italy can tender some or all of its Preference Shares 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 1 September, 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 Preference Shares or the Offers.

General

Neither this announcement, the Tender Offer Memorandum, any other documents or materials relating to the Offers nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Preference Shares (and tenders of Preference Shares for purchase pursuant to the Offers will not be accepted from Shareholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

In addition to the representations referred to above in respect of the United States, the United Kingdom, France, Belgium and Italy, each Shareholder participating in an Offer will also be deemed to give certain other representations, warranties and undertakings and make certain agreements as set out in "Procedures for Participating in the Offers" in the Tender Offer Memorandum. will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as described in "Procedures for Participating in the Offers". Any tender of Preference Shares for purchase pursuant to the Offers from a Shareholder that is unable to make these representations will not be accepted.

Each of the Offeror, the Dealer Managers and the Information Agent reserves the right, in its sole and absolute discretion (and without prejudice to the relevant Shareholder's responsibility for the representations made by it), to investigate, in relation to any tender of Preference Shares for purchase pursuant to an Offer, whether any such representation given by a Shareholder 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 tender or submission may be rejected.

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

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