TIDMLLOY
RNS Number : 7640C
Lloyds Banking Group PLC
20 March 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON
OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR INTO
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 OR TO ANY PERSON LOCATED OR
RESIDENT IN BELGIUM OR FRANCE OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER RESTRICTIONS"
BELOW)
==========================================================================
20 March 2014
ELIGIBLE SECURITIES ANNOUNCEMENT
IN RELATION TO THE
LBG CAPITAL NO.1 PLC AND LBG CAPITAL NO.2 PLC
TENDER OFFERS TO ELIGIBLE RETAIL INVESTORS FOR CERTAIN
OUTSTANDING STERLING DENOMINATED ENHANCED CAPITAL NOTES
LBG Capital No. 1 plc ("LBG 1") and LBG Capital No. 2 plc ("LBG
2", together with LBG 1, the "Offerors" and each an "Offeror")
announced on 6 March 2014 invitations to the holders of certain of
their outstanding Enhanced Capital Notes (the "Securities") to
tender such Securities for purchase by the relevant Offeror for
cash (each such invitation an "Offer", and together the
"Offers").
The Offerors hereby announce (i) which of the Series of
Securities are eligible for tender pursuant to the Offers (the
"Eligible Securities"), (ii) the Acceptance Priority Levels (as
defined below), (iii) the results of the Exchange Offers (as
defined below) and (iv) that the period within which Holders can
tender their Eligible Securities for purchase (the "Submission
Period") commences with the publication of this Eligible Securities
Announcement.
The Offers are being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 6 March
2014 (the "Tender Offer Memorandum") prepared by the Offerors for
the Offers, and are subject to the offer restrictions set out below
and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are available from the
Tender Agent as set out below. Capitalised terms used in this
announcement but not defined herein have the meanings given to them
in the Tender Offer Memorandum.
If a Holder wishes to participate in an Offer, they should first
read in full the Tender Offer Memorandum and in particular the
section therein entitled "Risk Factors and Other
Considerations".
If you are in any doubt as to the contents of this announcement
or the Tender Offer Memorandum or the action you should take, you
are recommended to seek your own financial and legal advice,
including as to any tax consequences, immediately from your
stockbroker, bank manager, solicitor, accountant or other
independent financial or legal adviser.
ELIGIBLE SECURITIES
The below table sets out (i) the Eligible Securities and (ii)
the Priority Acceptance Levels for the purposes of the Tender
Priority.
ISIN Issuer / Current Coupon Amount Maturity Date Purchase Price Acceptance
Guarantor(s) Outstanding Priority Level
Following
Exchange
Settlement
-------------- ---------------- --------------- --------------- ---------------- --------------- ---------------
LBG Capital No.
1 plc / Lloyds
Banking Group
XS0459088877 plc 11.040% GBP65,543,000 19 March 2020 111.75% 1
LBG Capital No.
1 plc / Lloyds
Banking Group
XS0459086582 plc 7.5884% GBP79,166,000 12 May 2020 106.25% 2
LBG Capital
No.1 plc /
Lloyds Banking 15 September
XS0459086822 Group plc 7.975% GBP32,532,170 2024 105.00% 3
LBG Capital No.
1 plc / Lloyds
Banking Group 17 December
XS0459086749 plc 7.8673% GBP21,533,000 2019 106.50% 4
LBG Capital No.
1 plc / Lloyds
Banking Group
XS0459093364 plc 7.869% GBP27,465,000 25 August 2020 106.50% 5
LBG Capital
No.2 plc /
Lloyds Bank 14 September
XS0459092390 plc 11.250% GBP21,950,000 2023 111.75% 6
LBG Capital No.
2 plc / Lloyds
XS0459088109 Bank plc 9.334% GBP23,879,000 7 February 2020 108.00% 7
LBG Capital No.
2 plc / Lloyds
XS0459090188 Bank plc 9.125% GBP47,637,000 15 July 2020 107.50% 8
LBG Capital
No.2 plc /
Lloyds Bank
XS0459091822 plc 14.500% GBP17,850,000 30 January 2022 120.75% 9
LBG Capital No.
2 plc / Lloyds
XS0459091582 Bank plc 7.625% GBP41,097,000 9 December 2019 105.50% 10
LBG Capital No.
2 plc / Lloyds
XS0459091079 Bank plc 12.750% GBP13,580,000 10 August 2020 114.00% 11
LBG Capital
No.2 plc /
Lloyds Bank 29 September
XS0459092473 plc 10.500% GBP9,182,000 2023 109.50% 12
LBG Capital No.
2 plc / Lloyds 15 December
XS0459091665 Bank plc 9.000% GBP15,609,000 2019 107.00% 13
LBG Capital No.
2 plc / Lloyds
XS0459090691 Bank plc 11.125% GBP4,889,000 4 November 2020 110.50% 14
LBG Capital
No.2 plc /
Lloyds Bank 10 December
XS0459093281 plc 16.125% GBP15,300,000 2024 128.50% 15
LBG Capital No.
1 plc / Lloyds
Banking Group 15 December
XS0459091749 plc 8.125% GBP3,780,000 2019 104.00% 16
LBG Capital
No.2 plc /
Lloyds Bank 10 February
XS0459092127 plc 9.875% GBP5,543,000 2023 107.50% 17
LBG Capital
No.2 plc /
Lloyds Bank 1 September
XS0459092556 plc 11.875% GBP19,539,000 2024 114.00% 18
LBG Capital
No.2 plc /
Lloyds Bank
XS0459092804 plc 9.000% GBP1,048,000 15 July 2029 107.50% 19
LBG Capital
No.2 plc /
Lloyds Bank
XS0459092986 plc 8.500% GBP4,672,000 7 June 2032 106.75% 20
LBG Capital
No.2 plc /
Lloyds Bank 21 December
XS0459089255 plc 15.000% GBP704,152,000 2019 144.00% 21
The Offerors set out below some of the key information in
respect of the Offers as announced by them on 6 March 2014 for
Holders' reference, which, for the avoidance of doubt, has not been
amended since such announcement.
RATIONALE
In 2009, the Lloyds Banking Group (the "Group") undertook a
significant capital raising exercise in order to reinforce the
Group's going-concern capital ratios and to meet the FSA's stress
test requirements. As a component of the exercise, the Group issued
33 series of ECNs, with a nominal amount of GBP8.4bn currently
outstanding.
The terms and conditions of the ECNs include a Regulatory Call
Right (as defined below) should, amongst other things, the ECNs
cease to be taken into account for the purposes of any "stress
test" applied by the PRA (successor to the FSA) in respect of core
capital. Whilst still uncertain, management of Lloyds Banking Group
plc believes recent developments resulting in higher capital
requirements for banks, including a changed definition of core
capital, make it likely that the ECNs will not provide going
concern benefit under future stress tests.
These recent developments include:
-- a requirement in the CRR that with effect from 1 January 2014
convertible Additional Tier 1 ("AT1") capital instruments should
have a conversion trigger set at no less than 5.125 per cent. CET1
Ratio ("CET1 Ratio" means the ratio of a firm's common equity tier
1 capital to its risk weighted assets, and calculated in accordance
with the end-point requirements of CRD IV);
-- statements by the PRA in late 2013 that a conversion trigger
of 5.125 per cent. CET1 Ratio may not convert in time to prevent
the failure of a firm and that it expects major UK firms to meet a
7 per cent. CET1 Ratio determined in accordance with the end-point
requirements of CRD IV;
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-- a statement by the EBA in January 2014 that tier 2
instruments must have a conversion trigger above a 5.5 per cent.
CET1 Ratio to be recognised in its forthcoming stress tests;
and
-- an announcement by the PRA that, following a consultation
commenced in October 2013, it expects to revise stress testing
methodology and pass marks in 2014.
As a result of differences in definition, the Group's CET1 Ratio
is substantially lower than the core tier 1 ratio on which the
conversion trigger of the ECNs is based. As at 31 December 2013,
the difference was 4.0 per cent. Applying the same difference to
the 5.0 per cent. core tier 1 ratio used as the ECN conversion
trigger gives a 1.0 per cent. CET1 Ratio determined in accordance
with end-point requirements of CRD IV, well below the CRR minimum
requirements.
On 6 March 2014, the Group launched prioritised exchange offers
to eligible holders of ECNs to exchange their ECNs for new AT1
securities at a price consistent with current trading prices. The
offers provide eligible holders with a means to eliminate the
uncertainty around the Regulatory Call Right in the ECNs. In
addition, such exchange offers are expected to result in sufficient
AT1 securities being issued to meet the Group's medium-term AT1
target.
Mindful that, at the time of issue certain of the sterling
denominated ECNs were delivered to retail individuals in relatively
small principal amounts and that such individuals are therefore
unlikely to be eligible to participate in the Exchange Offers, the
Offerors are launching the Offers whereby Eligible Retail Investors
may be able to tender Eligible Securities for purchase by the
relevant Offeror for cash.
The Offerors have determined in their sole discretion which of
the Series of Securities are Eligible Securities based on the
results of the Exchange Offers. Only Series of Securities that were
accepted for exchange pursuant to the Exchange Offers or that were
a Series of Securities with an acceptance priority level ranking in
the relevant exchange priority ahead of other Series of Securities
which have been accepted for exchange in one of the Exchange Offers
have been named as Eligible Securities pursuant to the Offers.
Tenders of Securities other than the Eligible Securities will
not be accepted by the Offerors and Holders of such Securities will
not be able to submit Tender Instructions in respect thereof.
RESULTS OF THE EXCHANGE OFFERS
The Offerors have further announced today the results of the
Exchange Offers and this announcement is available (i) through RNS
and (ii) from the website of Lloyds Banking Group plc at
www.lloydsbankinggroup.com/investors.
ELIGIBILITY CRITERIA
In order to be eligible to participate in the Offers a Holder
must be an Eligible Retail Investor.
For the purposes of the Offers, an "Eligible Retail Investor" is
a Holder satisfying each of (i) to (iv) below:
(i) who as at the time of submission of a Tender Instruction and
as at the Expiration Date held less than GBP200,000 in aggregate
nominal amount of the relevant Series of Eligible Securities the
subject of their Tender Instruction;
(ii) who is either (a) not an investment professional or (b)
acting (directly or indirectly) on a non-discretionary or
advisory-only basis for a beneficial owner who is not an investment
professional;
(iii) who is not a person to whom it is unlawful to make an
invitation pursuant to the relevant Offer under applicable
securities laws and who has complied with all laws and regulations
applicable to it for the purposes of its participation in the
relevant Offer; and
(iv) whose account is not managed on a discretionary basis by an investment professional.
An "investment professional" means any person whose ordinary
activities involve that person buying, selling or subscribing for
instruments such as the Securities for the purpose of a business
carried on by that person.
In order to participate in the Offers, each person submitting a
Tender Instruction will also be required to represent that it has
not submitted an electronic instruction notice or otherwise made an
offer to exchange in relation to the same Securities, or any
Securities of the same Series, on behalf of itself or (if acting as
intermediary) the same beneficial owner pursuant to one or more of
the Exchange Offers.
Each Direct Participant submitting a Tender Instruction will be
required to disclose the name and address of the underlying
beneficial owner on behalf of whom the Tender Instruction is
made.
Holders who are not eligible, or who do not wish, to participate
in the Offers (and who have not successfully participated in the
Exchange Offers) are reminded that they may continue to trade their
Securities in the secondary market.
Regulatory Calls of Securities
Pursuant to the terms and conditions of the relevant Securities,
should any Series of Securities cease to qualify for inclusion in
the lower tier 2 capital of the Group or, as a result of changes to
the Regulatory Capital Requirements (as defined in the terms and
conditions of the Securities) or the interpretation or application
thereof by the PRA, cease to be taken into account for the purposes
of any "stress test" applied by the PRA, in each case as more fully
described in condition 8(e) of the terms and conditions of the
relevant Securities, the issuer of the relevant Series of
Securities has the right, which is subject to various conditions as
described in condition 8(b) of the terms and conditions of the
relevant Securities, to call such Series (the "Regulatory Call
Right").
There can be no assurance that the Securities will continue to
count for the purposes of "stress tests" to be applied by the PRA
to the Group.
For most Series of Securities, the relevant Regulatory Call
Price (being par or the applicable Make Whole Redemption Price (as
defined in the terms and conditions of the relevant Securities), as
the case may be, together with accrued but unpaid interest) is
substantially lower than the Purchase Price pursuant to the
relevant Offer.
The Regulatory Call Right applies to each separate Series of
Securities and, where available, the relevant Offeror may choose
which individual Series to call.
If the Regulatory Call Right were, by its terms, ever to become
exercisable and the relevant Offeror wished to make use of it, LBG
and the Offerors currently intend that they would prioritise the
redemption of those Series of Securities some part of which Series
is accepted for purchase in the Offers and accepted for exchange in
the Exchange Offers or which rank in the Tender Priority or (in
respect of the Exchange Offers) the exchange priority pursuant to
such Exchange Offers, ahead of those Series of Securities which
have been so accepted for exchange or purchase except if the
relevant Series of Securities is pro-rated by the relevant offeror
pursuant to the relevant Exchange Offer.
TAX CONSEQUENCES
Holders should take professional tax advice before making any
decision whether or not to participate in the Offers and should
read carefully the "Tax Consequences" section of the Tender Offer
Memorandum.
DETAILS OF THE OFFERS
Purchase Prices
The relevant Offeror will pay, on the Settlement Date, for the
Eligible Securities of each Series validly tendered and accepted by
it for purchase pursuant to the relevant Offer, a cash purchase
price equal to the relevant percentage of the principal amount of
the relevant Eligible Securities as specified in the table above
(in respect of each Series, a "Purchase Price" and together the
"Purchase Prices").
The relevant Offeror will also pay an Accrued Interest Payment
in respect of the Eligible Securities accepted for purchase
pursuant to the Offers.
Final Acceptance Amount and Acceptance Priority Levels
The relevant Offeror will determine the aggregate nominal amount
of Eligible Securities to be accepted for purchase pursuant to the
Offers (the "Final Acceptance Amount") at its sole discretion and
for any reason and the Final Acceptance Amount will be announced as
soon as reasonably practicable on 17 April 2014.
The Offerors retain the discretion to accept all validly
tendered Eligible Securities for purchase, however, where the Final
Acceptance Amount announced by the Offerors is less than the
aggregate principal amount of Eligible Securities validly tendered
for purchase pursuant to the Offers, then the order of acceptance
of Eligible Securities will be based on the Tender Priority for
each Series of Eligible Securities within the Offers, as set out in
the table above (in each case, with the Eligible Securities that
are ascribed Acceptance Priority Level "1" having the highest
priority for acceptance). Accordingly, the relevant Offeror will
not accept valid tenders of Eligible Securities of a given Series
unless the Offerors first accept all valid tenders of Eligible
Securities belonging to a Series with a higher Acceptance Priority
Level (if any) within the Offers.
The Offerors intend to accept valid tenders of Eligible
Securities for purchase, in accordance with the relevant Tender
Priority for the Offers, until either (i) they have accepted all of
the Eligible Securities validly tendered for purchase or (ii) the
acceptance in accordance with the relevant Tender Priority of all
valid tenders of Eligible Securities of a single Series for
purchase in the Offers would exceed (when aggregated with the
aggregate nominal amount of the Eligible Securities of a higher
ranking priority to be accepted for purchase) the Final Acceptance
Amount. In the case of such Series of Eligible Securities, the
relevant Offeror will not accept any tenders of that Series of
Eligible Securities for purchase, and the relevant Offeror will not
accept any tenders of Eligible Securities in respect of any Series
of Eligible Securities with a lower ranking Acceptance Priority
Level in the Tender Priority than that Series of Eligible
Securities.
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If the relevant Offeror accepts valid offers of Eligible
Securities for purchase in respect of a particular Series of
Eligible Securities they intend to accept any and all of such valid
tenders of Eligible Securities of that Series having the same
Acceptance Priority Level for purchase without pro-ration.
Submission Period and Expiration Deadline
The period during which each Holder can submit, or arrange for
the submission of, Tender Instructions (as described below) in
connection with the Offers commences today, 20 March 2014.
The deadline by which all Tender Instructions must be received
by the Tender Agent is 4:00 p.m. London time on 16 April 2014 (the
"Expiration Deadline").
For the avoidance of doubt, any Tender Instruction that (i) is
received by the Tender Agent after the Expiration Deadline or (ii)
relates to a Series of Securities that are not Eligible Securities
will be invalid and will not be accepted.
Tender Instructions
To tender Eligible Securities for purchase pursuant to the
Offers, a Holder should, by no later than the Expiration Deadline,
deliver, or arrange to have delivered on its behalf, via the
relevant Clearing System and in accordance with the requirements of
such Clearing System, a valid Tender Instruction that is received
by the Tender Agent by the Expiration Deadline.
Tender Instructions must be submitted in respect of a minimum
principal amount outstanding of Eligible Securities of each
relevant Series of no less than the Minimum Denomination of such
Series, and may be submitted in Integral Multiples of the relevant
amount thereafter, each as set out in the table on page 8 of the
Tender Offer Memorandum provided that such Tender Instruction must
relate to less than GBP200,000 in nominal amount of Eligible
Securities of the relevant Series.
Each Direct Participant submitting a Tender Instruction will be
required to disclose the name and address of the underlying
beneficiary on behalf of whom the Tender Instruction is made.
Tender Instructions will be irrevocable, except in the limited
circumstances described in the section entitled "Amendment and
Termination - Revocation Rights" of the Tender Offer
Memorandum.
A separate Tender Instruction must be completed on behalf of
each beneficial owner and in respect of each Series and no more
than one Tender Instruction per Series per beneficial owner may be
submitted.
Any Tender Instruction(s) submitted by an Eligible Retail
Investor and which confirms (in the manner described in "Procedures
for Participating in the Offers" of the Tender Offer Memorandum)
that the relevant Holder is an Eligible Retail Investor must relate
to less than GBP200,000 in aggregate nominal amount outstanding of
Eligible Securities of the relevant Series (for the avoidance of
doubt, each such Holder must, at the time of submitting its Tender
Instruction and as at the Expiration Date, hold or own on a
beneficial basis less than GBP200,000 in aggregate nominal amount
outstanding of the Eligible Securities of the relevant Series).
In order to participate in the Offers, each person submitting a
Tender Instruction will also be required to represent that it has
not submitted an electronic instruction notice or otherwise made an
offer to exchange in relation to the same Securities, or any
Securities of the same Series, on behalf of itself or (if acting as
intermediary) the same beneficial owner pursuant to one or more of
the Exchange Offers.
Before making a decision whether to tender Eligible Securities
pursuant to the relevant Offer(s), Holders should carefully
consider all of the information in the Tender Offer Memorandum and,
in particular, the risk factors described in "Risk Factors and
Other Considerations".
Neither Offeror is under any obligation to accept any tender of
Securities for purchase pursuant to any Offer. Tenders of
Securities for purchase may be rejected in the sole and absolute
discretion of the relevant Offeror for any reason and the Offerors
are not under any obligation to Holders to furnish any reason or
justification for refusing to accept a tender of Securities for
purchase.
Results Announcement and Settlement Dates
In respect of valid tenders of Eligible Securities received by
the Tender Agent by the Expiration Deadline, the Offerors will
announce as soon as reasonably practicable on 17 April 2014 their
decision of whether to accept valid tenders of such Eligible
Securities of each Series pursuant to the Offers and, if so
accepted, the Final Acceptance Amount and the aggregate principal
amount of Eligible Securities accepted for purchase and the amount
of the Accrued Interest in respect of each Series of Eligible
Securities accepted for purchase.
The expected settlement date for valid tenders of Eligible
Securities of a Series received by the Tender Agent by the
Expiration Deadline and accepted for purchase by the relevant
Offeror pursuant to the Offers is 24 April 2014 (the "Settlement
Date").
Subject as provided in the Tender Offer Memorandum, the
Settlement Date for each Offer may be earlier or later than the
dates specified above and could be different in respect of each
Series. The Offerors will confirm the final Settlement Dates for
each Offer at the same time as the above-mentioned announcement(s)
of the results of such Offers.
EXPECTED TIMETABLE OF EVENTS
The times and dates below are indicative only. The below times
and dates are subject, where applicable, to the right of the
Offeror to extend, re-open, amend, waive any condition of,
terminate and/or withdraw any one or more of the Offers (subject to
applicable law and as provided in the Tender Offer Memorandum).
Accordingly, the actual timetable for any one or more of the
Offers may differ significantly from the expected timetable set out
below.
Events Dates and Times (All times
are London time)
------------------------------------------- ---------------------------
Commencement of the Submission Period. 20 March 2014
Expiration Deadline
Final deadline for receipt by the 4.00 p.m. on 16 April
Tender Agent of valid Tender Instructions 2014
in respect of Eligible Securities
from Holders who are Eligible Retail
Investors in order for such Holders
to be eligible to participate in
the Offers and to receive payment
on the Settlement Date.
Announcement of Results
Announcement of whether the relevant As soon as reasonably
Offeror will accept valid tenders practicable on 17 April
of any Series of Eligible Securities 2014
pursuant to the Offers which are
received by the Tender Agent by
the Expiration Deadline and, if
so accepted, the Offerors will announce
(i) the Final Acceptance Amount,
(ii) the aggregate principal amount
of each Series of Eligible Securities
accepted for purchase, and (iii)
the amount of the Accrued Interest
in respect of each Series of Eligible
Securities accepted for purchase.
Settlement Date
Expected Settlement Date for the 24 April 2014
Offers.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Eligible Securities when
such intermediary would need to receive Tender Instructions from a
Holder in order for that Holder to be able to participate in, or
(in the limited circumstances in which revocation is permitted)
revoke their Tender Instruction to participate in, the Offers
before the deadline specified in the Tender Offer Memorandum.
General
The relevant Offeror may, in its sole discretion, extend,
re-open, amend, waive any condition of, terminate and/or withdraw
any one or more of the Offers at any time (subject to applicable
law and as provided in the Tender Offer Memorandum). Details of any
such extension, re-opening, amendment, waiver (if permitted),
termination and/or withdrawal will be announced wherever applicable
as provided in the Tender Offer Memorandum as soon as reasonably
practicable after the relevant decision is made.
Holders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on, the procedures
for participating in the Offers.
Unless stated otherwise, announcements in connection with the
relevant Offer will be made (i) by publication on the website of
the London Stock Exchange, (ii) by the delivery of notices to the
Clearing Systems for communication to Direct Participants, (iii) by
the issue of a press release to a Notifying News Service and (iv)
by publication on the website of LBG:
http://www.lloydsbankinggroup.com/investors. All such announcements
may also be found on the relevant Reuters Insider Screen. Copies of
all such announcements, press releases and notices can also be
obtained upon request from the Tender Agent, the contact details
for which are specified below.
For further information please contact:
For analysts:
Charles King
Director of Investor Relations
Lloyds Banking Group
charles.king@lloydsbanking.com
+44 207 356 3537
For press:
Matt Smith
Media Relations
matt.smith@lloydsbanking.com
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+44 207 356 3522
Requests for information in relation to, and for any documents
or materials relating to, the Offers should be directed to:
TENDER AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Tel: 0800 376 0832
(if calling from outside the UK +44 20 7704 0880)
Attention: Sunjeeve Patel/David Shilson/Victor Parzyjagla
Email: lbg@lucid-is.com
Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday
to Friday (except UK public holidays). Calls from UK landlines
will not be chargeable. Calls from outside the UK will be charged
at the applicable international rate. Different charges may
apply to calls from mobile telephones and calls may be recorded
and randomly monitored for security and training purposes. Please
note that the telephone operators cannot provide advice on the
merits of the Offers or any part of it, nor can they give financial,
tax, investment or legal advice.
Any questions regarding the terms of the Offers may be directed
to any of the Dealer Managers listed below:
GLOBAL CO-ORDINATORS & JOINT LEAD DEALER MANAGERS
BofA Merrill Lynch Goldman Sachs International Lloyds Bank plc
Merrill Lynch International Peterborough Court 10 Gresham Street
2 King Edward Street 133 Fleet Street London EC2V 7AE
London EC1A 1HQ London EC4A 2BB United Kingdom
United Kingdom United Kingdom
Attention: John Cavanagh Attention: Liability Attention: Keval Shah
Tel: +44 20 7995 3715 Management Group Tel: +44 20 7158 2021
Email: john.m.cavanagh@baml.com Tel: +44 20 7774 9862 Email:
Email: liabilitymanagement.eu@gs.com keval.shah@lloydsbanking.com
Attention: Karl Bystedt
Wikblom
Tel: +44 20 7996 0867 Attention: Akis Psarris
Email: Tel: +44 20 7158 3981
karl.bystedtwikblom@baml.com Email:
akis.psarris@lloydsbanking.com
JOINT LEAD DEALER MANAGERS
Barclays Bank PLC UBS Limited
5 The North Colonnade 1 Finsbury Avenue
Canary Wharf London EC2M 2PP
London E14 4BB United Kingdom
United Kingdom
Attention: Liability Management Attention: Liability Management
Group Group
Tel: +44 20 3134 8515 Tel: +44 20 7567 0525
Email: eu.lm@barclays.com Email: mark-t.watkins@ubs.com
/ mahmoud.abdelaal@ubs.com
JOINT DEALER MANAGERS
BNP Paribas Citigroup Global Markets Deutsche Bank AG,
10 Harewood Avenue Limited London Branch
London NW1 6AA Citigroup Centre Winchester House
United Kingdom Canada Square 1 Great Winchester
Canary Wharf Street
London E14 5LB London EC2N 2DB
United Kingdom United Kingdom
Attention: Liability Attention: Liability Attention: Liability
Management Group Management Group Management Group
Tel: +44 20 7595 8668 Tel: +44 20 7986 8969 Tel: +44 20 7545 8011
Email: Email: liabilitymanagement.europe@citi.com Email:
liability.management@bnpparibas liability.management@db.com
.com
J.P. Morgan Securities plc Morgan Stanley & Co. International
25 Bank Street plc
Canary Wharf 25 Cabot Square
London E14 5JP Canary Wharf
United Kingdom London E14 4QA
United Kingdom
Attention: Liability Management Attention: Liability Management
Tel: +44 207 134 3414 / +44 207 Tel: +44 20 7677 5040
134 2468 Email: liabilitymanagementeurope@morganstanley.com
Email: EMEA_LM@jpmorgan.com
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum and the announcement of the Offers published by
the Offerors on 6 March 2014. 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 you are in any doubt as to the contents of this announcement or
the Tender Offer Memorandum or the action you should take, you are
recommended to seek your own financial and legal advice, including
as to any tax consequences, immediately from your stockbroker, bank
manager, solicitor, accountant or other independent financial or
legal adviser. Any individual or company whose Securities are held
on its behalf by a broker, dealer, bank, custodian, trust company
or other nominee or intermediary must contact such entity if it
wishes to participate in the Offers. None of the Dealer Managers,
the Tender Agent or the Offerors make any recommendation as to
whether Holders should offer Securities for purchase pursuant to
the Offers.
OFFER RESTRICTIONS
This announcement and the Tender Offer Memorandum do not
constitute an offer or an invitation to participate in the Offers
in any jurisdiction in or from which, or to any person to whom, it
is unlawful to make the relevant offer or invitation 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 the
Tender Offer Memorandum come are required by each of the Offerors,
the Global Co-ordinators and Joint Lead Dealer Managers, the Joint
Lead Dealer Managers and the Joint Dealer Managers (together, 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
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. The Securities may not be tendered in the
Offers 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, or by any person acting for the account or
benefit of, a U.S. Person. Accordingly, copies of this announcement
and 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 any
persons located or resident in the United States or to any U.S.
Person. Any purported tender of Securities in the Offers resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Securities made by, or by
any person acting for the account or benefit of, a U.S. Person or
by a person located in the United States or any agent, fiduciary or
other
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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 participating in the Offers will represent that it
is not a U.S. Person, it is not located in the United States and is
not participating in the Offers 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 the
Offers 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
(including Puerto Rice, 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.
Italy
None of this announcement, the Tender Offer Memorandum or 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 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"), as the case may be. The Offers are also being carried
out in compliance with article 35-bis, paragraph 7 of the Issuers'
Regulation.
Holders located in the Republic of Italy can tender Securities
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-Ã -vis its clients in
connection with the Securities or the Offers.
United Kingdom
The communication of this announcement and the Tender Offer
Memorandum by the Offerors 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 relevant Offeror or other
persons within Article 43 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. Any investment or investment activity to which this
announcement and the Tender Offer Memorandum relates is only
available to such persons or will be engaged in only with such
persons and other persons should not rely on it.
Isle of Man
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offers has not been or will not be registered or filed as a
prospectus with any governmental or other authority in the Isle of
Man and the Tender Offer Memorandum has not been approved by the
Isle of Man Financial Supervision Commission. Any offer for
subscription, sale or exchange of the Securities in or from the
Isle of Man must be made:
(a) by an Isle of Man financial services licence holder
appropriately licensed under section 7 of the Financial Services
Act 2008 to do so;
(b) in accordance with any relevant exclusion contained within
the Regulated Activities Order 2011; or
(c) in accordance with any available relevant exemption
contained within the Financial Services (Exemptions) Regulations
2011.
Jersey
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offers is not subject to and has not received approval from either
the Jersey Financial Services Commission or the Registrar of
Companies in Jersey and no statement to the contrary, explicit or
implicit, is authorised to be made in this regard.
Guernsey
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offers has not been approved or authorised by the Guernsey
Financial Services Commission for circulation in Guernsey. The
communication of this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Offers may not be
distributed or circulated directly or indirectly to any persons in
the Bailiwick of Guernsey other than (i) by a person licensed to do
so under the terms of the Protection of Investors (Bailiwick of
Guernsey) Law, 1987, as amended, or (ii) to those persons regulated
by the Guernsey Financial Services Commission as licensees under
the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as
amended, the Banking Supervision (Bailiwick of Guernsey) Law, 1994,
the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the
Regulation of Fiduciaries, Administration Business and company
Directors etc. (Bailiwick of Guernsey) Law, 2000.
France
The Offers are not being made, directly or indirectly, to any
persons located in the Republic of France. This Tender Offer
Memorandum has not been submitted to the clearance to the clearance
procedures (visa) of the Autorité des Marchés Financiers.
Belgium
Neither this 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 (Autoriteit Financiële Diensten en Markten /
Autorité des Services et Marches Financiers) and, accordingly, the
Offers may not be made in Belgium and neither this 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.
Accordingly, the information contained in this Tender Offer
Memorandum may not be used for any purpose or disclosed to any
person in Belgium.
General
None of the Dealer Managers or the Tender Agent (or their
respective directors, employees or affiliates) makes any
representation or recommendation whatsoever regarding this
announcement, the Tender Offer Memorandum or the Offers, and none
of the Offerors, the Dealer Managers or the Tender Agent (or their
respective directors, employees or affiliates) makes any
recommendation as to whether Holders should tender Eligible
Securities in the Offers. The Tender Agent is an agent of the
Offerors and owes no duty to any Holder.
The Offers do not constitute an offer to buy or the solicitation
of an offer to sell Securities (and tenders of Securities in the
Offers will not be accepted from Holders) in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
any Offer to be made by a licensed broker or dealer and any of the
Dealer Managers or any of the Dealer Managers' respective
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 affiliate, as the case may be, on behalf of the Offerors
in such jurisdiction and such Offer is not made in any such
jurisdiction where any Dealer Manager or any of its affiliates is
not licensed.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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