TIDMLLOY
RNS Number : 5363O
Lloyds Banking Group PLC
09 February 2016
9 February 2016
NOT FOR DISTRIBUTION IN OR INTO 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 (THE "UNITED STATES")
OR TO ANY U.S. PERSON.
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
LBG CAPITAL NO.1 PLC AND LBG CAPITAL NO. 2 PLC - UPDATE ON CASH
TENDER OFFERS ON CERTAIN EURO AND STERLING SECURITIES
On 8 February 2016, the Supreme Court granted the Trustee leave
to appeal the Court of Appeal's judgment of 10 December 2015
regarding the occurrence of a Capital Disqualification Event as set
out in the terms and conditions of the ECNs.
LBG Capital No.1 plc and LBG Capital No.2 plc are hereby
amending the terms and conditions of the Offers set out in the
Tender Offer Memorandum dated 29 January 2016 in respect of certain
EUR and GBP denominated series of ECNs in order to allow investors
further time to consider the Supreme Court decision.
The Expiration Deadline for such Offers is amended to 4:00pm
(London time) on 11 February 2016 and the Price Determination Date
is amended to 12 February 2016, unless, in either case, the Offers
are further extended, re-opened, amended or terminated as provided
in the Tender Offer Memorandum.
As a result of such amendments to the Offers, each Holder may
revoke its Tender Instruction at any time up to 4.00 p.m. (London
time) on 11 February 2016.
The Group continues to seek to balance the interests of all
stakeholders in this matter and has previously confirmed that, if
the Supreme Court were to determine that a 'Capital
Disqualification Event' had not occurred in relation to the ECNs,
it would compensate fairly the holders of the ECNs whose securities
are redeemed by LBG Capital No. 1 plc and LBG Capital No. 2 plc by
reason of a Capital Disqualification Event (as defined in the terms
and conditions of the ECNs) for losses suffered as a result of such
early redemption.
The relevant deadline set by any intermediary or each Clearing
System may be earlier than this deadline.
OVERVIEW OF THE OFFERS (AS PROVIDED IN THE 29 JANUARY TENDER
OFFER MEMORANDUM)
On the terms of and subject to the conditions contained in the
Tender Offer Memorandum:
(i.) LBG Capital No. 1 plc ("LBG 1") invited Holders of certain
of its euro denominated Enhanced Capital Notes (the "LBG 1 Existing
Notes") to tender any and all of their LBG 1 Existing Notes for
purchase by LBG 1 for cash; and
(ii.) LBG Capital No. 2 plc ("LBG 2") invited Holders of certain
of its euro and sterling denominated Enhanced Capital Notes (the
"LBG 2 Existing Notes") to tender any and all of their LBG 2
Existing Notes for purchase by LBG 2 for cash.
Settlement of the Purchase Price and Accrued Interest Payment in
respect of any Existing Notes validly tendered in the Offers and
accepted for purchase is expected to be made on 15 February
2016.
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 is available from the
Tender Agent.
This announcement shall be incorporated in and amend the Tender
Offer Memorandum and shall form part of the Tender Offer Memorandum
as so amended.
FURTHER INFORMATION
Lucid Issuer Services Limited has been appointed by the Offerors
as tender agent (the "Tender Agent") in connection with the
Offers.
BNP Paribas, Deutsche Bank AG, London Branch, Goldman Sachs
International, Lloyds Bank plc, Merrill Lynch International and UBS
Limited have been appointed by the Offerors as Dealer Managers (the
"Dealer Managers") for the purposes of the Offers.
For further information:
Investor Relations
Douglas Radcliffe +44 (0) 20 7356 1571
Group Investor Relations Director
Email: douglas.radcliffe@finance.lloydsbanking.com
Corporate Affairs
Matt Smith +44 (0) 20 7356 3522
Head of Corporate Media
Email: matt.smith@lloydsbanking.com
Requests for information in relation to the Offers should be
directed to:
DEALER MANAGERS
BNP Paribas Deutsche Bank AG, Goldman Sachs International
10 Harewood Avenue London Branch Peterborough Court
London NW1 6AA Winchester House 133 Fleet Street
United Kingdom 1 Great Winchester London EC4A 2BB
Street United Kingdom
London EC2N 2DB
Telephone: +44 20 United Kingdom Telephone: +44
7595 8668 20 7774 9862
Attention: Liability Telephone: +44 Attention: Liability
Management Group 20 7545 8011 Management Group
email: liability.management@bnpparibas.com Attention: Liability email:
Management Group liabilitymanagement.eu@gs.com
email:
liability.management@db.com
Lloyds Bank plc Merrill Lynch International UBS Limited
10 Gresham Street 2 King Edward Street 1 Finsbury Avenue
London EC2V 7AE London EC1A 1HQ London EC2M 2PP
United Kingdom United Kingdom United Kingdom
Telephone: +44 20 Telephone: +44 Telephone: +44
7158 2720 20 7996 5698 20 7568 2133
Attention: Liability Attention: Liability Attention: Liability
Management Group Management Group Management Group
email: liability.management@lloydsbanking.com email: email:
DG.LM_EMEA@baml.com ol-liabilitymanagement-eu@ubs.com
Requests for information in relation to the procedures for
tendering Existing Notes in, and for any documents or materials
relating to, the Tender Offer should be directed to:
TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Attention: Sunjeeve Patel / Paul Kamminga
Email: lbg@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which must be read carefully before
any decision is made with respect to the 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 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 Offers.
None of the Offerors, the Dealer Managers, the Tender 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
Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum do not
constitute 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 Offerors, the
Dealer Managers and the Tender 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 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 tendered in any Offer by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States or by U.S. Persons
as defined in Regulation S of the United States Securities Act of
1933, as amended (each a "U.S. Person"). Accordingly, copies of
this announcement, 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
February 09, 2016 07:23 ET (12:23 GMT)
United States or to any persons located or resident in the
United States or to U.S. Persons. Any purported tender of Existing
Notes in an Offer resulting directly or indirectly from a violation
of these restrictions will be invalid and any purported tender of
Existing Notes made by a person located or resident in the United
States or by a U.S. Person, or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States or for a U.S.
Person will be invalid and will not be accepted.
Each Holder participating in an Offer will represent that it is
not a U.S. Person and it is not located or resident 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 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, any state of the United States of America and the
District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum 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 Offerors or other persons falling
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
The Offers are not being made, directly or indirectly, to the
public in France. Neither this announcement, the Tender Offer
Memorandum nor any other documents or offering materials relating
to the 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 the Offers. The Tender Offer Memorandum has not been
submitted to the clearance procedures (visa) of the Autorité des
marchés financiers.
Italy
None of the Offers, this announcement, the Tender Offer
Memorandum nor any other document or materials relating to the
Offers have been or will be submitted to the clearance procedures
of the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations. Each Offer is being
carried out in the Republic of Italy as an exempted offer 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 Offers are
also being carried out in compliance with article 35-bis, paragraph
7 of the Issuers' Regulation. Holders or beneficial owners of
Existing Notes that are located in the Republic of Italy can tender
Existing Notes for purchase in the Offers 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 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 Existing Notes or the Offers.
General
The Offers do not constitute an offer to buy or the solicitation
of an offer to sell Existing Notes in any circumstances in which
such offer or solicitation is unlawful. In those jurisdictions
where the securities or other laws require the Offers to be made by
a licensed broker or dealer and the Dealer Managers or, where the
context so requires, any of their respective affiliates is such a
licensed broker or dealer in that jurisdiction, the Offers shall be
deemed to be made on behalf of the Offerors by such Dealer Manager
or affiliate (as the case may be) in such jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Holder participating in an Offer will
also be deemed to give certain representations in respect of the
other jurisdictions referred to above and generally as set out in
"Procedures for Participating in the Offers" in the Tender Offer
Memorandum. Any tender of Existing Notes for purchase pursuant to
an Offer from a Holder that is unable to make these representations
may be rejected. Each of the Offerors, the Dealer Managers and the
Tender Agent reserves the right, in their sole and absolute
discretion, to investigate, in relation to any tender of Existing
Notes for purchase pursuant to an Offer, whether any such
representation given by a Holder is correct and, if such
investigation is undertaken and as a result the relevant Offeror
determines (for any reason) that such representation is not
correct, such tender may be rejected.
The Dealer Managers and the Tender Agent (and their respective
directors, employees or affiliates (other than the Offerors in
their capacity as such)) make no representations or recommendations
whatsoever regarding this announcement, the Tender Offer Memorandum
or the Offers. The Tender Agent is the agent of the Offerors and
owes no duty to any Holder. None of the Offerors, the Dealer
Managers or the Tender Agent (or any of their respective directors,
employees or affiliates) makes any recommendation as to whether or
not Holders should participate in the Offers.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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