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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