TIDMLLOY
RNS Number : 9933R
Lloyds Banking Group PLC
10 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 AN UPDATE ON THE FUTURE
REGULATORY CLASSIFICATION OF ITS THREE SERIES OF STERLING
PREFERENCE SHARES AND TER OFFERS IN RELATION TO THOSE PREFERENCE
SHARES
10 November 2021
Lloyds Banking Group plc (the "Offeror") is today providing an
update on the future regulatory classification of its three series
of sterling Preference Shares and is announcing tender offers (the
"Offers") for those Preference Shares.
From 1 January 2022, the Offeror will classify any remaining
outstanding preference shares as ineligible for regulatory capital
purposes. The legal ranking of the Preference Shares will remain
unchanged.
This update to the future regulatory classification follows the
'Dear CFO' letter sent by the Prudential Regulation Authority to
all major UK deposit takers dated 16 November 2020 requesting all
firms to take steps to remediate the prudential treatment of legacy
instruments. The Group's updated capital instruments report as at
31 December 2021 will be published in February 2022 together with
the Group's full year results for 2021. The Group reserves the
right to review such classification in the future, to the extent
permitted by applicable law and regulation.
The Offeror is also undertaking the Offers to provide
Shareholders with an opportunity to liquidate their holding at the
relevant Purchase Price. The voluntary Offers are part of the
Group's continuous review and management of its outstanding capital
base, maintaining a prudent approach to the management of the
Group's capital position. Preference Shares which are not validly
tendered and accepted for purchase pursuant to the Offers will
remain outstanding after completion of the Offers and shall remain
subject to their existing terms and conditions.
The Offeror has 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.
THE OFFERS
On the terms of and subject to the conditions contained in a
tender offer memorandum dated 10 November 2021 (the "Tender Offer
Memorandum"), the Offeror has invited Shareholders (subject to the
Offer and Distribution Restrictions referred to below) to tender
their Preference Shares for purchase by the Offeror at the relevant
Purchase Price together with, in respect of Preference Shares
accepted for purchase by the Offeror 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, an Incremental Accrued
Dividend Payment.
Capitalised terms not otherwise defined in this announcement
have the same meaning as assigned to them in the Tender Offer
Memorandum. The Tender Offer Memorandum may be viewed by eligible
Shareholders on the website of the Information Agent via the
following link: https://deals.lucid-is.com/lbg. Eligible
Shareholders may also request a hard copy of the Tender Offer
Memorandum by contacting the Receiving Agent at the telephone
number provided below.
The Preference Shares
The table below identifies the three Series of Preference Shares
which are subject to the Offers (each a "Series" and together the
"Preference Shares").
Purchase Price
Description of Aggregate Liquidation (including accrued and Amount subject to the
Preference Shares ISIN Preference Outstanding unpaid dividends)(1) Offer
------------------------ ------------- ------------------------ ------------------------ -------------------------
GBP198,065,600 6.475% GB00B3KSB568 GBP56,472,211 112.050% Any and all
Non-Cumulative
Preference Shares(2)
(the "6.475% Preference
Shares")
GBP300,000,000 9.25% GB00B3KS9W93 GBP299,987,729 167.250% Any and all
Non-Cumulative
Irredeemable Preference
Shares
(the "9.25% Preference
Shares")
GBP100,000,000 9.75% GB00B3KSB238 GBP55,740,886 174.200% Any and all
Non-Cumulative
Irredeemable Preference
Shares
(the "9.75% Preference
Shares")
(1) For further detail on the Purchase Price and accrued and
unpaid dividends payable, please see below.
(2) 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.
Amount subject to the Offers
If, in respect of any Series, the Offeror decides to accept any
Preference Shares of such Series validly tendered for purchase
pursuant to the relevant Offer, the Offeror intends to accept all
validly tendered Preference Shares of such Series for purchase in
full with no pro rata scaling. The Offeror is not under any
obligation to accept for purchase any Preference Shares tendered
pursuant to any Offer. The acceptance for purchase by the Offeror
of Preference Shares tendered pursuant to each Offer is at the sole
and absolute discretion of the Offeror and tenders may be rejected
by the Offeror for any reason.
Purchase Price and Accrued Dividends
The Purchase Price of each Series accepted for purchase is set
out in the table above, and is expressed as a percentage of the
liquidation preference of the relevant Series of Preference Shares.
If the General Settlement Date is not a dividend payment date in
respect of the relevant Series of Preference Shares, the Purchase
Price in respect of that Series of Preference Shares includes an
amount equal to any accrued and unpaid dividends on the relevant
Preference Shares from, and including, the dividend payment date
for the relevant Preference Shares immediately preceding General
Settlement Date up to, but excluding, the General Settlement Date.
Accordingly, the Purchase Price for the 6.475% Preference Shares
includes an amount equal to accrued and unpaid dividends on the
relevant Preference Shares from, and including, the dividend
payment date for the relevant Preference Shares immediately
preceding the General Settlement Date up to, but excluding, the
General Settlement Date.
The next dividend payment date pursuant to the terms of the
9.25% Preference Shares and the 9.75% Preference Shares is 30
November 2021 (for which purposes the Record Date for each Series
is 5 November 2021). Holders of such Preference Shares as at the
Record Date will be entitled to the dividend payment due on 30
November 2021 pursuant to the terms of each Series. Such payment
will be in addition (but separate to) to any payment of the
Purchase Price and any Incremental Accrued Dividend Payment by the
Offeror pursuant to the terms of the relevant Offer.
Accordingly, the amount equal to accrued and unpaid dividends
which is included in the respective Purchase Price for each of the
9.25% Preference Shares and the 9.75% Preference Shares is
zero.
For Preference Shares accepted for purchase by the Offeror for
settlement on the General Settlement Date, there shall be no
additional payment by the Offeror after the General Settlement Date
in respect of any accrued and unpaid dividends.
In respect of any Preference Shares which are 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, the Offeror will also pay on the Retail-Only Settlement
Date an amount equal to any accrued and unpaid dividends on the
relevant Preference Shares from, and including, the General
Settlement Date up to, but excluding, the Retail-Only Settlement
Date (being the Incremental Accrued Dividend Payment).
For Preference Shares accepted for purchase by the Offeror for
settlement on the Retail-Only Settlement Date, there shall be no
additional payment by the Offeror after the Retail-Only Settlement
Date in respect of any accrued and unpaid dividends.
The amount included (if any) in the Purchase Price equal to
accrued and unpaid dividends and the Incremental Accrued Dividend
Payment are payments pursuant to the terms of the relevant Offer
and are not, for the avoidance of doubt, payment pursuant to the
terms of the relevant Preference Shares.
For illustration purposes and assuming that the General
Settlement Date and Retail-Only Settlement Date are not
subsequently amended from those set out in this announcement, the
cash amount of the Purchase Consideration in respect of a single
Preference Share of each Series, and the Incremental Accrued
Dividend Payment (which is payable only in respect of Preference
Shares which are accepted for purchase from Retail Holders for
which the respective validly submitted Tender Instructions are
received by the Receiving Agent after the General Expiration
Deadline and prior to the Retail-Only Expiration Deadline) in
respect of a single Preference Share of each Series is expected to
be as follows:
Series Purchase Consideration* Incremental Accrued Dividend Payment*
-------------------------- ------------------------- --------------------------------------
6.475% Preference Shares GBP1.12050 0.26610p
9.25% Preference Shares GBP1.67250 0.38118p
9.75% Preference Shares GBP1.74200 0.40179p
* Shown to 5 decimal places for illustrative purposes.
See further the paragraph entitled "Total Consideration"
below.
The Settlement Date for Institutional Holders and for Retail
Holders whose respective validly submitted Tender Instructions are
received by the Receiving Agent prior to the General Expiration
Deadline is expected to be 30 November 2021.
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.
Preference Shares repurchased by the Offeror pursuant to the
Offers will be immediately cancelled.
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.
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.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the
key events relating to the Tender Offers. 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
------------------ ------------------------------------------------
10 November 2021 Commencement of the Offers
Offers announced by way of announcements Institutional
on the relevant Notifying News Service(s) and Retail
and via RNS.
Tender Offer Memorandum available
from the Information Agent and the
Receiving Agent.
19 November 2021 General Expiration Deadline
1.00 p.m. London Final deadline for receipt by the Institutional
time Receiving Agent of all Tender Instructions
in order for Institutional Holders
to be able to participate in the
Offers. Retail*
Deadline for receipt by the Receiving
Agent of any Tender Instructions
from Retail Holders if such Retail
Holders wish to be eligible to receive
payment on the General Settlement
Date in respect of Preference Shares
accepted for purchase by the Offeror.
22 November 2021 Announcement of Results following Institutional
the General Expiration Deadline and Retail*
Announcement of the Offeror's decision
whether to accept valid tenders of
Preference Shares received prior
to the General Expiration Deadline
pursuant to the Offers.
Details of:
(i) the final aggregate liquidation
preference of the Preference Shares
of each Series validly tendered pursuant
to the Offers prior to the General
Expiration Deadline; and
(ii) the aggregate liquidation preference
of Preference Shares of each Series
that will remain outstanding after
the General Settlement Date,
distributed by way of announcements
on the relevant Notifying News Service(s)
and via RNS.
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 LBGSA Tender Deadline
1.00 p.m., London Deadline for receipt by the LBGSA Retail Only
time 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 Retail-Only Expiration Deadline
1.00 p.m., London Final deadline for receipt by the Retail Only
time 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.
*Retail Holders may choose to participate in the Offers prior to
either the General Expiration Deadline or the Retail-Only
Expiration Deadline.
Subject to applicable law, the Offeror reserves the right, in
its sole and absolute discretion, to extend, re-open, withdraw or
terminate the Offers and to amend or waive any of the terms and
conditions of the Offers, at any time after the announcement of the
Offers as described in the Tender Offer Memorandum, including with
respect to any Tender Instructions already submitted as of the time
of any such extension, re-opening, withdrawal, termination,
amendment or waiver.
If the Offeror withdraws or terminates any Offer, any relevant
Preference Shares tendered for purchase pursuant to such Offer will
not be purchased.
Unless stated otherwise, announcements in connection with the
Offers will be made through RNS
(http://www.londonstockexchange.com/exchange/news/market-news/market-newshome.html).
Announcements may also be made by (i) the issue of a press release
to a Notifying News Service and (ii) the posting of such notices to
the registered address of holders of the Preference Shares. Copies
of all such announcements, press releases and notices can also be
obtained from the Information Agent or the Receiving Agent, the
contact details for whom are on the last page of this announcement.
Significant delays may be experienced where notices are sent by
post and Shareholders are urged to contact the Information Agent or
the Receiving Agent, as applicable, for the relevant announcements
relating to the Offers. In addition, Institutional Holders may
contact the Dealer Managers for information using the contact
details on the last page of this announcement.
Participation in the Offers
A tender of Preference Shares for purchase may only be made by
the submission of a valid Tender Instruction and (in the case of
Preference Shares not held in CREST) delivery of the certificate or
certificates for the relevant Preference Shares or (in the case of
6.475% Preference Shares held through the LBGSA Nominee) by
delivery to the LBGSA Nominee of a valid LBGSA Form of Instruction,
in each case in accordance with the detailed procedures specified
in the Tender Offer Memorandum. Different procedures apply for
participation in the Offers in respect of (a) Preference Shares
held in CREST, (b) Preference Shares held in certificated form and
(c) 6.475% Preference Shares held through the LBGSA Nominee.
Participants holding 6.475% Preference Shares in the Lloyds
Banking Group Shareholder Account, operated on the Offeror's behalf
by Equiniti Corporate Nominees Financial Services Limited (the
"LBGSA Nominee"), should refer to the separate communications
provided by the LBGSA Nominee in respect of the Offer in respect of
the 6.475% Preference Shares, and should note the earlier deadline
of 6 December 2021 for receipt by the LBGSA Nominee of LBGSA Forms
of Instruction.
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 will not be accepted. For technical reasons,
however, any such Tender Instructions will only be released from
escrow by the Receiving Agent following the Retail-Only Expiration
Deadline.
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.
Tender Instructions will be irrevocable except in the limited
circumstances described in "Amendment and Termination - Revocation
Rights" in the Tender Offer Memorandum.
Before making a decision with respect to the Offers,
Shareholders should carefully consider all of the information in
the Tender Offer Memorandum and, in particular, the risk factors
described in the section entitled "Risk Factors and Other
Considerations" in the Tender Offer Memorandum.
FURTHER INFORMATION
Lucid Issuer Services Limited has been appointed by the Offeror
as information agent (the "Information Agent") and Equiniti Limited
has been appointed by the Offeror to act as receiving agent (the
"Receiving Agent") in connection with the Offers.
Credit Suisse International, Lloyds Bank Corporate Markets plc
and Merrill Lynch International have been appointed by the Offeror
as Dealer Managers (the "Dealer Managers") for the purposes of the
Offers.
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.
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement 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 theTender
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 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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