TIDMLLOY
RNS Number : 8110D
Lloyds Banking Group PLC
30 October 2020
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES, ITS TERRITORIES
AND POSSESSIONS 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.
30 October 2020
LLOYDS BANKING GROUP PLC
(incorporated in Scotland with limited liability under
registered number 95000)
Legal Entity Identifier (LEI: H7FNTJ4851HG0EXQ1Z70)
(the "Issuer")
NOTICE
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.
The Issuer has today given a Notice in respect of the Securities
for the purpose of soliciting consent from the Securityholders to
the modification of the terms and conditions (the "Conditions") of
the relevant Series and consequential or related amendments to the
transaction documents for the relevant Series of Securities such
that (i) the Reset Reference Rate (as defined in the relevant
Conditions) ceases to be a London Inter Bank Offered Rate ("LIBOR")
linked mid-swap rate and becomes a Sterling Overnight Index Average
("SONIA") linked mid-swap rate; (ii) an adjustment (the "Reset
Reference Rate Adjustment") is made to reflect the economic
difference between the LIBOR and SONIA rates; and (iii) the Margin
(as defined in the relevant Conditions) applicable to each Series
of Securities remains unaltered; (iv) the fallbacks relating to the
Reset Reference Rate are amended; and (v) new fallbacks are
included in case a Benchmark Event (as defined in the Updated
Consent Solicitation Memorandum) occurs with respect to the Reset
Rate of Interest, as proposed by the Issuer for approval by a
separate extraordinary resolution of the holders of each such
Series (each an "Extraordinary Resolution"), all as further
described in the updated consent solicitation memorandum dated 30
October 2020 (the "Updated Consent Solicitation Memorandum") (each
such invitation an "Updated Consent Solicitation").
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"). The Issuer is launching
this Updated Consent Solicitation following its decision to modify
the Original Securityholder Proposal. Securityholders should note
that any electronic voting instructions cast in respect of the
Original Securityholder Proposal will not be valid in respect of
the Updated Consent Solicitation and any Securities blocked
pursuant to such electronic voting instructions have been
unblocked.
The Proposed Amendments as set out in the Updated Consent
Solicitation Memorandum are identical to the proposed amendments
set out in the Original Securityholder Proposal save in respect of
the calculation of the Reset Reference Rate Adjustment and
consequential adjustment to the definitions of "Adjusted Reset
Reference Rate" and "Reset Reference Rate Adjustment", as more
particularly outlined in the Updated Consent Solicitation
Memorandum.
In light of the ongoing developments in relation to coronavirus
(COVID-19), and current guidance issued by the UK government, it
may become impossible or inadvisable to hold each relevant Meeting
at a physical location. Accordingly, in accordance with the
provisions of the relevant Trust Deed the Issuer has requested that
the Trustee prescribe appropriate regulations regarding the holding
of the relevant Meeting via teleconference.
1. Notice of 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/
2. Indicative timetable for the updated consent solicitation
Set out below is an indicative timetable showing one possible
outcome for the timing of the Updated Consent Solicitations, which
will depend, among other things, on timely receipt (and non
revocation) of instructions, the rights of the Issuer (where
applicable) to extend, waive any condition of, amend and/or
terminate either Updated Consent Solicitation (other than the terms
of the relevant Extraordinary Resolution) as described in the
Updated Consent Solicitation Memorandum and the passing of each
Extraordinary Resolution at the initial Meeting for the relevant
Series. Accordingly, the actual timetable may differ significantly
from the timetable below.
Date/Time Action
30 October 2020 1. Notice to be delivered to the Clearing Systems.
(At least 21 clear days before the Meeting) Release of the Notice through the regulatory news service
of the London Stock Exchange.
Copies of the Updated Consent Solicitation Memorandum to
be available from the Tabulation
Agent and the Securityholder Information (as defined in
the Notice) to be available for inspection,
as indicated, at the specified office of the Principal
Paying and Conversion Agent and on
the website of the Issuer
(https://www.lloydsbankinggroup.com/investors/fixed-incom
e-investors/consent-solicitation
) (the "Issuer's Website"). From this date,
Securityholders may arrange for Securities held
by Clearstream, Luxembourg and/or Euroclear in their
accounts to be blocked in such accounts
and held to the order and under the control of the
Principal Paying and Conversion Agent in
order to obtain a form of proxy or give valid Consent
Instructions or Ineligible Holder Instructions,
to the Tabulation Agent.
By 10 a.m.(London time) (11 a.m. CET) 2. Expiration Deadline.
on 20 November 2020 Final time by which Securityholders have arranged for:
(At least 48 hours before the Meeting) (i) obtaining a form of proxy from the Principal Paying
and Conversion Agent in order to attend
(via teleconference) and vote at the relevant Meeting; or
(ii) receipt by the Tabulation Agent of valid Consent
Instructions or Ineligible Holder Instructions
in accordance with the procedures of Clearstream,
Luxembourg and/or Euroclear.
3. Final time by which Securityholders have given notice to
the Tabulation Agent (via the relevant
Clearing Systems) of any intended revocation of, or
amendment to, Consent Instructions or
Ineligible Holder Instructions previously given by them.
10 a.m. (London time) (11 a.m. CET) 4. SECURITYHOLDERS' MEETING HELD
on 23 November 2020 The initial Meeting in respect of:
(i) the PNC9 Securities will commence at 10.00
a.m. (London time) (11.00 a.m. CET); and
(ii) the PNC15 Securities will commence at
10.15 a.m. (London time) (11.15 a.m. CET) or
after
the completion of the PNC9 Securities Meeting
(whichever is later).
If the relevant Extraordinary Resolutions are passed at the relevant Meeting:
As soon as reasonably practicable after the 5. Announcement of the results of the Meetings and, if the
Meetings relevant Extraordinary Resolution
is passed, satisfaction (or not) of the Eligibility
Condition.
Delivery of notice of such results to Euroclear and
Clearstream, Luxembourg for communication
to their account holders and an announcement released on
the regulatory news service of the
London Stock Exchange.
At or around 2 p.m. (London time) (3 p.m. CET) 6. Pricing Time and Pricing Date
on 23 November 2020 Solicitation Agent to determine the relevant Reset
(the "Pricing Date") Reference Rate Adjustment in respect of
each Series.
A pricing announcement will be delivered through the
Clearing Systems and released through
the regulatory news service of the London Stock Exchange
as soon as practicable following
the Pricing Time on the Pricing Date.
23 November 7. If the relevant Extraordinary Resolution is passed at the
(the "Effective Date") relevant initial Meeting (or at
a subsequent adjourned Meeting) and the Eligibility
Condition is satisfied, the relevant Supplemental
Trust Deed will be executed by the Issuer and the Trustee
and the modifications to the Conditions
of the relevant Series described in the Updated Consent
Solicitation Memorandum will be implemented
with effect on and from 23 November 2020 (the "Effective
Date")
If a quorum is not achieved at a Meeting or the quorum is achieved and the relevant Extraordinary
Resolution is passed but the Eligibility Condition is not satisfied, such Meeting shall be
adjourned and the adjourned Meeting of Securityholders for that Series will be held at a date
as will be notified to the Securityholders in the notice of the adjourned Meeting.
The adjourned Meeting will be held in accordance with the terms of the relevant Trust Deed.
If the relevant Extraordinary Resolution is passed at the adjourned Meeting and the Eligibility
Condition is satisfied in respect of the relevant Series, the relevant Supplemental Trust
Deed will be executed by the Issuer and the Trustee and the modifications with respect to
such Series described in the Updated Consent Solicitation Memorandum will be implemented on
the Effective Date.
Securityholders are advised to check with any bank, securities
broker or other intermediary through which they hold Securities
when such intermediary would need to receive instructions from a
Securityholder in order for that Securityholder to be able to
participate in, or revoke their instruction to participate in, the
relevant Updated Consent Solicitation before the deadlines
specified above. The deadlines set by any such intermediary and
each Clearing System for the submission and revocation of Consent
Instructions may be earlier than the relevant deadlines specified
above.
No consent fee will be payable in connection with the Updated
Consent Solicitations.
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 Solicitation
can be obtained directly from the Solicitation Agent and the
Tabulation Agent:
Lloyds Bank Corporate Markets plc Lucid Issuer Services Limited
10 Gresham Street Tankerton Works
London EC2V 7AE 12 Argyle Walk
United Kingdom London WC1H 8HA
Telephone: +44 20 7158 1719/1726 United Kingdom
Attention: Liability Management Team Telephone: +44 20 7704 0880
Email: liability.management@lloydsbanking.com Attention: Arlind Bytyqi
Email: lloydsbank@lucid-is.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 Solicitation. 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 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.
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END
MSCZBLFXBBLBFBF
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October 30, 2020 10:03 ET (14:03 GMT)
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