TIDMLLOY
RNS Number : 6590N
Lloyds Banking Group PLC
27 October 2016
NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED) ("U.S.
PERSON") OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES,
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 OR THE DISTRICT OF
COLUMBIA (TOGETHER, THE "UNITED STATES").
(SEE "OFFER RESTRICTIONS" BELOW)
LLOYDS BANK PLC ANNOUNCES INVITATIONS TO EXCHANGE CERTAIN OF ITS
EURO DENOMINATED SENIOR NOTES (THE "EXISTING NOTES") FOR SPECIFIED
SERIES OF SENIOR NOTES ("NEW NOTES") TO BE ISSUED BY LLOYDS BANKING
GROUP PLC ("LBG")
27 October 2016
On the terms of and subject to the conditions contained in an
exchange offer memorandum dated 27 October 2016 (the "Exchange
Offer Memorandum"), Lloyds Bank plc (the "Offeror") has today
invited all Holders (subject to the Offer Restrictions referred to
below) of:
-- The Euro Existing Notes set out under the heading "Euro
Exchange Offer A" below to Offer to Exchange such Euro Existing
Notes, which are outstanding, for up to EUR1,500,000,000 Euro A New
Notes (the "Euro Exchange Offer A");
-- The Euro Existing Notes set out under the heading "Euro
Exchange Offer B" below to Offer to Exchange such Euro Existing
Notes, which are outstanding, for up to EUR1,500,000,000 Euro B New
Notes (the "Euro Exchange Offer B" and, together with Euro Exchange
Offer A, the "Exchange Offers" and each an "Exchange Offer").
Capitalised terms not otherwise defined in this announcement
have the same meaning as assigned to them in the Exchange Offer
Memorandum. The Exchange Offer Memorandum is available from the
Exchange Agent.
THE EXCHANGE OFFER
The Existing Notes
The tables below identify the Series of Existing Notes which are
subject to the Exchange Offers and the Exchange Priority for each
Exchange Offer.
Holders may only Offer to Exchange their Existing Notes for the
Series of New Notes specified in the column of the relevant table
headed "Eligible Series of New Notes" and at the relevant Exchange
Price. The Offeror will pay to Holders, or procure payment to
Holders of, in respect of their Existing Notes which are accepted
for exchange, an Accrued Interest Payment and a Cash Rounding
Amount (if applicable) as set out in the Exchange Offer Memorandum
on the relevant Settlement Date.
Each of the Exchange Offers will be treated independently by the
Offeror.
Euro Exchange Offer A
Eligible
Series
Relevant Exchange of Acceptance
Coupon Amount Maturity Exchange Price New Priority
ISIN Issuer (%) Outstanding Date Spread (%) Notes Level
------------- ---------- --------- ---------------- ------------ --------- --------------- -------- ----------
3 month
EURIBOR
+0.50%
per
annum Euro
Lloyds Floating 9 October A New
XS1304487710 Bank plc Rate EUR750,000,000 2018 n/a 100.75 Notes 1
To be
determined
as set
out in
the Exchange
Offer
Memorandum
and announced
on the
relevant
+10 Results
Lloyds 20 April basis Announcement
XS1219428957 Bank plc 0.625 EUR1,000,000,000 2020 points Date 2
To be
determined
as set
out in
the Exchange
Offer
Memorandum
and announced
on the
relevant
+0 Results
Lloyds 10 October basis Announcement
XS0980066996 Bank plc 1.875 EUR1,000,000,000 2018 points Date 3
3 month
EURIBOR
+0.45%
per
annum
Lloyds Floating 10 September
XS1109333986 Bank plc Rate EUR1,350,000,000 2019 n/a 101.00 4
To be
determined
as set
out in
the Exchange
Offer
Memorandum
and announced
on the
relevant
+0 Results
Lloyds 3 September basis Announcement
XS0449361350 Bank plc 5.375 EUR1,062,350,000 2019 points Date 5
Euro Exchange Offer B
Eligible
Series
Relevant Exchange of Acceptance
Coupon Amount Maturity Exchange Price New Priority
ISIN Issuer (%) Outstanding Date Spread (%) Notes Level
------------- ---------- ------- ---------------- ----------- --------- ----------------- -------- ----------
To be determined
as set
out in
the Exchange
Offer Memorandum
and announced
on the
relevant
+30 Results Euro
Lloyds 13 January basis Announcement B New
XS1167204699 Bank plc 1.250 EUR1,250,000,000 2025 points Date Notes 1
+25
Lloyds 19 November basis
XS1139091372 Bank plc 1.000 EUR1,500,000,000 2021 points 2
+30
Lloyds 8 September basis
XS1280783983 Bank plc 1.375 EUR1,250,000,000 2022 points 3
The New Notes
The table below identifies certain key characteristics of the
New Notes to be issued by LBG pursuant to the Exchange Offers.
Relevant
Eligible New Minimum Maximum
Existing Notes Maturity New Issue New Issue
Notes New Notes Issuer Spread Currency Date Size Size
Lloyds
Euro Exchange Banking +80
Offer Euro A Group basis 9 November
A New Notes plc points EUR 2021 EUR500,000,000 EUR1,500,000,000
Lloyds
Euro Exchange Banking +90
Offer Euro B Group basis 9 November
B New Notes plc points EUR 2023 EUR500,000,000 EUR1,500,000,000
The New Notes will be in bearer form in denominations of
EUR100,000 and integral multiples of EUR1,000 in excess thereof,
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 each Series of New Notes to be admitted to the Official
List of the UK Listing Authority and to the London Stock Exchange
plc for each Series of New 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 the Markets in Financial Instruments Directive (Directive
2004/39/EC). Such admission is expected to occur on the relevant
Settlement Date.
Further details of the New Notes are set out in the Exchange
Offer Memorandum.
Rationale for the Exchange Offers
The Offeror is undertaking the Exchange Offers in order to
provide the Holders of the Existing Notes with an opportunity to
exchange their Existing Notes for New Notes. The Exchange Offers
are expected to complete the Group's funding plans in core funding
markets in 2016.
Concurrently with the Exchange Offers, the Offeror has
separately offered to purchase for cash certain U.S. dollar
denominated notes issued by the Offeror pursuant to the Global U.S.
Dollar Tender Offer.
Offers to Exchange
Holders of Existing Notes should refer to the detailed terms of
the Exchange Offer Memorandum in order to ascertain how to validly
Offer to Exchange their Existing Notes in accordance with the terms
of the relevant Exchange Offer(s) and the requirements of the
relevant Clearing System(s).
Notwithstanding any other provision of the Exchange Offer
Memorandum, whether the Offeror accepts Offers to Exchange from
Holders is at its sole and absolute discretion and the Offeror may
decide not to accept Offers to Exchange for any reason.
Holders whose Existing Notes Offered for Exchange are not
accepted, or who do not participate in the relevant Exchange Offer,
will not be eligible to receive New Notes in exchange for such
Existing Notes and shall continue to hold such Existing Notes
subject to their terms and conditions.
None of the Offeror, the Joint Dealer Managers, the Trustee or
the Exchange Agent (or their respective directors, employees or
affiliates) makes any representation or recommendation whatsoever
regarding the Exchange Offer Memorandum or the Exchange Offers, or
any recommendation as to whether Holders of Existing Notes should
participate in the Exchange Offers.
Minimum Offer Amount
No Offer to Exchange Existing Notes of a Series will be accepted
by the Offeror unless such Offer to Exchange Existing Notes (after
the application of the relevant Exchange Priority and any
pro-ration of Offers to Exchange) relates to an aggregate principal
amount of the Existing Notes such that a Holder of the Existing
Notes is eligible to receive a principal amount of New Notes of at
least EUR100,000 (the "Minimum Offer Amount"). Where a Holder
submits an exchange instruction in respect of a principal amount of
Existing Notes of less than the Minimum Offer Amount, such Holder's
exchange instruction will be rejected. Exchange Instructions must
also be submitted in an aggregate principal amount of at least the
relevant minimum denomination for the relevant Series of Existing
Notes.
Minimum and Maximum New Issue Size
Each Exchange Offer is conditional upon receiving valid Offers
to Exchange that, if and when accepted, would result in LBG issuing
New Notes of the relevant Series satisfying the relevant Minimum
New Issue Size Condition (the Minimum New Issue Size being as set
out in the column entitled "Minimum New Issue Size" of the table
set out under the heading "The New Notes" above).
The Exchange Offers are not inter-conditional and the Offeror
may proceed with any Exchange Offer where the Minimum New Issue
Size Condition has been satisfied irrespective of whether or not
the Minimum New Issue Size Condition has been satisfied in respect
of the other Exchange Offer. If the Minimum New Issue Size
Condition for a Series of New Notes is not satisfied, the Offeror
reserves the right (at its sole discretion) to waive such Minimum
New Issue Size Condition or reduce the Minimum New Issue Size and
to proceed with the relevant Exchange Offer.
The aggregate principal amount of New Notes of a particular
Series to be issued will be capped at the relevant Maximum New
Issue Size (as set out in the column entitled "Maximum New Issue
Size" of the table set out under the heading "The New Notes"
above).
The Offeror reserves the right (in its sole discretion) to
increase, decrease or waive each specific Maximum New Issue Size.
Further New Notes of the same or different series may be issued in
the future for cash or otherwise.
The Maximum New Issue Size applicable to each Exchange Offer is
independent from those set for the other Exchange Offers.
Exchange Ratio
The aggregate principal amount of the relevant Series of New
Notes that each Holder whose Existing Notes are accepted for
exchange pursuant to the relevant Exchange Offer will receive on
the relevant Settlement Date will be determined pursuant to the
Exchange Ratio applicable to such Holder's Series of Existing
Notes.
The Exchange Ratio applicable to a Series of Existing Notes will
be calculated as the ratio (rounded down to six decimal places)
resulting from the division of the relevant Exchange Price for such
Series of Existing Notes by the relevant New Notes Issue Price. A
Holder who validly Offers to Exchange its Existing Notes at or
prior to the Expiration Time and whose Offer to Exchange is
accepted will receive relevant New Notes in an amount (rounded down
to the nearest EUR1,000) equal to the aggregate principal amount of
such Existing Notes accepted for exchange multiplied by the
relevant Exchange Ratio.
Exchange Price
The Exchange Price for each Series of Fixed Rate Existing Notes
(expressed as a percentage) will be determined at the Price
Determination Time on the Price Determination Date by reference to
the relevant Exchange Spread and announced on the Results
Announcement Date. The Exchange Price for each Series of Floating
Rate Existing Notes is set out in the table under "Details of the
Existing Notes -Euro Exchange Offer A" above.
The Exchange Price will determine the aggregate principal amount
of the relevant Series of New Notes that each Holder whose Existing
Notes are accepted for exchange pursuant to the relevant Exchange
Offer will receive on the relevant Settlement Date.
New Notes Pricing
The relevant New Notes Yield and the relevant New Notes Coupon
for each Series of New Notes and the Exchange Ratio for each Series
of Existing Notes and relevant Series of New Notes will be
announced on the Results Announcement Date.
The relevant New Notes Issue Price and relevant New Notes Coupon
will be calculated in accordance with market convention and the
relevant New Notes Issue Price will be as close as possible to 100
per cent. of the principal amount of the relevant New Notes,
allowing for rounding down of the relevant New Notes Coupons to the
nearest 0.125 per cent. and the relevant New Notes Issue Price up
to the nearest 0.001 per cent., in accordance with market
convention.
Exchange Ratio, Accrued Interest Payments and Cash Rounding
Amounts
Holders who validly Offer to Exchange their Existing Notes at or
prior to the Expiration Time and whose Offers to Exchange are
accepted will receive New Notes of the relevant Series in an amount
(rounded down to the nearest EUR1,000) equal to the aggregate
principal amount of such Existing Notes accepted for exchange
multiplied by the relevant Exchange Ratio, subject to the
requirement for each Holder to exchange at least the relevant
Minimum Offer Amount.
Each such Holder will also be entitled to receive any Cash
Rounding Amount (if any) and any applicable Accrued Interest
Payments in respect of their Existing Notes so accepted for
exchange.
Acceptance Priority Level and Scaling
The "Acceptance Priority Level" is the relative ranking of a
Series of Existing Notes in the relevant numerical order of
acceptance priority for each Series of Existing Notes in an
Exchange Offer (the "Exchange Priority").
The maximum aggregate principal amount of each Series of
Existing Notes that may be accepted for exchange by the Offeror in
any Exchange Offer will be based on the relevant Exchange Ratio,
the Maximum New Issue Size for the relevant Exchange Offer and the
Exchange Priority set out in the column entitled "Acceptance
Priority Level" in each table set out under the heading "The
Existing Notes" above (in each case, with the Existing Notes that
are ascribed Acceptance Priority Level "1" having the highest
priority for acceptance).
Upon expiration of the relevant Exchange Offer Period, the
Offeror may (but has no obligation to Holders to) accept Offers to
Exchange in the relevant Exchange Offer, in which case such Offers
to Exchange will be accepted in accordance with the Exchange
Priority for the relevant Exchange Offer. The Offeror intends to
accept Offers to Exchange in accordance with the relevant Exchange
Priority for the relevant Exchange Offer until either (i) it has
accepted all of the Existing Notes validly offered and eligible for
exchange or (ii) the aggregate principal amount of the relevant
Series of New Notes to be issued in exchange for Existing Notes is
the maximum such amount that can be issued without exceeding the
relevant Maximum New Issue Size, all in accordance with the
relevant Exchange Priority.
Where the acceptance in accordance with the relevant Exchange
Priority of all valid Offers to Exchange of a Series of Existing
Notes in the relevant Exchange Offer would require a greater
aggregate principal amount of the relevant Series of New Notes to
be issued than the relevant Maximum New Issue Size, the Offeror
will accept Offers to Exchange in respect of the Series of Existing
Notes with the lowest ranking Acceptance Priority Level that is
being accepted for exchange on a pro-rata basis, as described in
the Exchange Offer Memorandum, and the Offeror will not accept any
Offers to Exchange in respect of any Series of Existing Notes with
a lower ranking Acceptance Priority Level in the relevant Exchange
Priority than that Series of Existing Notes.
The Exchange Priority applicable to each Exchange Offer is
independent from those set for the other Exchange Offer.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the
key events relating to the Exchange Offers. This is an indicative
timetable and is subject to change.
Date and Time Action
--------------------------------- ---------------------------------------
27 October 2016 Commencement of the Exchange
Offers
Exchange Offers announced
through RNS announcement and
may also be made by announcement
on the relevant Reuters International
Insider Screen, publication
on a Notifying News Service
and by delivery to the Clearing
Systems.
Exchange Offer Memorandum
available from the Exchange
Agent.
4.00 p.m. (London time) Expiration Deadline
on 4 November 2016 Deadline for receipt of all
Electronic Instruction Notices.
End of the Exchange Offer
Period.
Prior to the Price Determination Announcement of Indicative
Time Results
on 7 November 2016 Announcement by the Offeror
being the Business Day of (i) the indicative aggregate
following the Expiration principal amount of each Series
Date (the "Price Determination of Existing Notes validly
Date") offered for exchange and (ii)
in respect of the relevant
Exchange Offer, whether Offers
to Exchange for each Series
of Existing Notes included
in that Exchange Offer are
expected to be accepted in
full (if at all) or on a pro-rata
basis and, where expected
to be accepted on a pro-rata
basis, an indication of the
extent to which such Offers
to Exchange will be scaled.
At or around 2.00 p.m. Price Determination Time and
(London time) Date
on the Price Determination The time and date on which
Date the Offeror will determine
(i) the relevant New Notes
Mid-Swap Rate, (ii) in relation
to each Series of New Notes,
the relevant New Notes Issue
Price, the relevant New Notes
Yield and the relevant New
Notes Coupon for each Series
of New Notes, (iii) the relevant
Existing Notes Interpolated
Mid-Swap Rate, the relevant
Exchange Yield and the relevant
Exchange Price for each Series
of Fixed Rate Existing Notes
and (iv) the Exchange Ratio
for each Series of Existing
Notes and relevant Series
of New Notes.
As soon as reasonably Results Announcement Date
practicable Announcement by the Offeror
after the Price Determination of (i) the relevant New Notes
Time Mid-Swap Rate, (ii) in relation
to each Series of New Notes,
the relevant New Notes Issue
Price, the relevant New Notes
Yield and the relevant New
Notes Coupon for each Series
of New Notes, (iii) the relevant
Existing Notes Interpolated
Mid-Swap Rate, the relevant
Exchange Yield and the relevant
Exchange Price for each Series
of Fixed Rate Existing Notes,
(iv) the Exchange Ratio for
each Series of Existing Notes
and relevant Series of New
Notes, (v) whether valid Offers
to Exchange pursuant to the
relevant Exchange Offer are
accepted by the Offeror, (vi)
the aggregate principal amounts
of each relevant Series of
Existing Notes the Offeror
will be accepting for exchange,
(vii) the satisfaction or
waiver of the relevant Minimum
New Issue Size Condition for
each Series of New Notes,
(viii) in respect of the relevant
Exchange Offer, whether Offers
to Exchange for each Series
of Existing Notes included
in that Exchange Offer are
to be accepted in full (if
at all) or on a pro-rata basis
and, where accepted on a pro-rata
basis, the extent to which
such Offers to Exchange will
be scaled and (ix) the relevant
New Issue Amount for each
Series of New Notes.
Expected to be 9 November Settlement Date
2016 Expected Settlement Date for
each of the Exchange Offers,
including (i) delivery of
the New Notes in exchange
for Existing Notes validly
Offered for Exchange and accepted
and (ii) payment of Accrued
Interest Payments and Cash
Rounding Amounts (if any).
Holders should check with any bank, securities broker or other
Intermediary through which they hold their Existing Notes whether
such Intermediary will apply different deadlines for participation
to those set out in the Exchange Offer Memorandum and, if so,
should factor in additional time, as necessary, to follow those
deadlines.
The Offeror may, in its sole discretion, extend, re-open, amend,
waive any condition of, terminate and/or withdraw any one or more
of the Exchange Offers (including, without limitation, early
closure of the relevant Exchange Offer Period and amending the
terms and conditions of any or all Series of the New Notes, any
Exchange Price, any Minimum New Issue Size and any Maximum New
Issue Size) at any time up to and including when the Offeror
announces whether it accepts valid Offers to Exchange pursuant to
the relevant Exchange Offer, which the Offeror expects to do on the
Results Announcement Date in relation to each relevant Series of
Existing Notes.
Notice will be given to Holders of the relevant Series of
Existing Notes if the terms and conditions or timing of the
relevant Exchange Offer are amended.
Electronic Instruction Notices received by the Exchange Agent
cannot be revoked except in the limited circumstances described in
"Terms of the Exchange Offers - 13. Revocation Rights" of the
Exchange Offer Memorandum.
The terms of the New Notes will be different from those of the
Existing Notes. Holders are advised to read carefully the Exchange
Offer Memorandum, including in particular the section headed "Risk
Factors", for full details of, and information on the procedures
for participating in, the Exchange Offers.
Unless stated otherwise, announcements will be made by the
Offeror (i) by the issue of a press release to a Notifying News
Service, (ii) by the delivery of notices to the relevant Clearing
Systems for communication to Direct Participants and (iii) through
RNS, and may also be found on the relevant Reuters International
Insider Screen. Copies of all such announcements, press releases
and notices can also be obtained from the Exchange Agent, the
contact details for which are specified below. In addition, Holders
of Existing Notes may contact the Joint Dealer Managers for
information using the contact details specified below.
FURTHER INFORMATION
Lucid Issuer Services Limited has been appointed by the Offeror
as exchange agent (the "Exchange Agent") in connection with the
Exchange Offers.
Lloyds Bank plc (acting as Dealer Manager) has been appointed by
the Offeror as Global Co-ordinator & Joint Dealer Manager (the
"Global Co-ordinator & Joint Dealer Manager") for the purposes
of the Exchange Offers.
BNP Paribas, Deutsche Bank AG, London Branch, Lloyds Bank plc
(acting as Dealer Manager) and UBS Limited have been appointed by
the Offeror as Joint Dealer Managers (the "Joint Dealer Managers")
for the purposes of the Exchange Offers.
This announcement contains inside information.
For further information please contact:
Investor Relations:
Andrew Downey
Director, Investor Relations
Tel: +44 20 7356 2334
Email: andrew.downey@finance.lloydsbanking.com
Corporate Affairs:
Matthew Smith
Head of Corporate Media
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 plc
10 Gresham Street
London EC2V 7AE
United Kingdom
Telephone: +44 20 7158 2720
Attention: Liability Management Group
email: liability.management@lloydsbanking.com
JOINT DEALER MANAGERS
BNP Paribas Deutsche Bank AG, London
10 Harewood Avenue Branch
London NW1 6AA Winchester House
United Kingdom 1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7595
8668 Telephone: +44 20 7545
Attention: Liability 8011
Management Group Attention: Liability Management
email: liability.management@bnpparibas.com Group
email:liability.management@db.com
UBS Limited
5 Broadgate
London EC2M 2QS
United Kingdom
Telephone: +44 20 7568 2133
Attention: Liability Management Group
email: ol-liabilitymanagement-eu@ubs.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: David Shilson / Arlind Bytyqi
Email: lloydsbank@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Exchange
Offer Memorandum. This announcement and the Exchange Offer
Memorandum contain important information which must 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, it is recommended to seek its own legal, tax, accounting and
financial advice, including as to any tax consequences, from its
stockbroker, bank manager, solicitor, accountant or other
independent financial adviser. Any individual or company whose
Existing Notes 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 Exchange Offers. 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 as to whether Holders should participate in the
Exchange Offers.
OFFER RESTRICTIONS
This announcement and the Exchange Offer Memorandum do 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. 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
Issuer, the Joint Dealer Managers or the Exchange Agent that would
constitute a public offering of the New Notes other than the
preparation of the Exchange Offer Memorandum in compliance with
articles 652a and 1156 of the Swiss Code of Obligations for
purposes of making the Exchange Offer in Switzerland.
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.
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 any one or more of 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 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 and the New 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 one or more of
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 such an Exchange 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 an Exchange Offer 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 any one or more of 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 any one
or more of 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 persons which are
"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, --4 of the Belgian Takeover Law
and Article 3, --4 of the Belgian Prospectus Law. This announcement
and the Exchange Offer Memorandum have been issued only for the
personal use of the above qualified investors and exclusively for
the purpose of the Exchange Offers. 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
The Exchange Offers are not being made, directly or indirectly,
to the public in France. Neither this announcement, the Exchange
Offer Memorandum nor any other documents or offering materials
relating to any one or more of the Exchange Offers have been or
shall be distributed to the public in France and only (i) providers
of investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers)
and/or (ii) qualified investors (investisseurs qualifiés) acting
for their own account, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire
et financier, are eligible to participate in any one or more of the
Exchange Offers. Neither this announcement nor the Exchange Offer
Memorandum has been nor will be submitted for clearance procedures
(visa) of the Autorité des marchés financiers.
Italy
Neither this announcement, the Exchange Offer Memorandum nor any
other documents or materials relating to any one or more of 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 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"). 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
tender 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. 16190 of 29
October 2007, 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, the Exchange Offer
Memorandum and any other documents or materials relating to any one
or more of the Exchange Offers are 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 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.
General
The Joint Dealer Managers, the Trustee 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 any of the Exchange
Offers. The Exchange Agent is the agent of the Offeror and owes no
duty to any Holder. None of the Offeror, LBG, the Dealer Managers,
the Trustee or the Exchange Agent makes any recommendation as to
whether or not Holders should participate in any one or more of the
Exchange Offers.
In addition to the representations referred to above in respect
of the United States, each Holder participating in an Exchange
Offer 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 Offers - 9. 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, LBG, 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 an Exchange Offer, 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
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.
FORWARD LOOKING STATEMENTS
Certain statements included herein may constitute forward
looking statements with respect to the business, strategy and plans
of the Offeror, LBG or the Group and their current goals and
expectations relating to their future financial condition and
performance. Statements that are not historical facts, including
statements about the Group or its directors' and/or management's
beliefs and expectations, are forward looking statements. Words
such as 'believes', 'anticipates', 'estimates', 'expects',
'intends', 'aims', 'potential', 'will', 'would', 'could',
'considered', 'likely', 'estimate' and variations of these words
and similar future or conditional expressions are intended to
identify forward looking statements but are not the exclusive means
of identifying such statements. By their nature, forward looking
statements involve risk and uncertainty because they relate to
events and depend upon circumstances that will or may occur in the
future.
The forward looking statements contained in this announcement
are made as of the date hereof, and the Offeror, LBG or the Group
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward looking statements
contained in this announcement to reflect any change in the
Offeror, LBG or the Group's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCAKODBQBDDFKB
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October 27, 2016 10:43 ET (14:43 GMT)
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