FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report
of Foreign Private Issuer Pursuant to Rule 13a-16 OR 15d-16 UNDER the Securities
Exchange Act of 1934
For November 23, 2015
Commission File Number: 333-189150
LLOYDS BANKING GROUP PLC
5th Floor
25 Gresham Street
London EC2V 7HN
United Kingdom
________________________________________________
(Address of principal executive
offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F __X__ Form
40-F
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
Yes _____ No X
If “Yes” is marked, indicate below the
file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____
Exhibit List
| Exhibit No. |
Description |
| 99.1 |
Press release dated November 23, 2015. |
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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LLOYDS BANKING GROUP PLC
(Registrant)
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| Date: |
November 23, 2015 |
|
By: |
/s/ Vishal Savadia |
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Name: |
Vishal Savadia |
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Title: |
Head of Capital Issuance |
Exhibit 99.1
News Release
23 November 2015
NOT
FOR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THE EXCHANGE OFFER IS AVAILABLE only TO (1) QUALIFIED INSTITUTIONAL BUYERS in a private transaction in reliance upon the exemption
from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States,
to persons other than “U.S. persons” as defined in Rule 902 under the Securities Act in offshore transactions in compliance
with Regulation S under the Securities Act. THE
EXCHANGE OFFER IS MADE SUBJECT TO OFFER RESTRICTIONS IN CERTAIN JURISDICTIONS (SEE “OFFER RESTRICTIONS” BELOW).
LLOYDS BANKING GROUP PLC COMMENCES AN EXCHANGE OFFER FOR
CERTAIN SUBORDINATED DEBT SECURITIES
Further to the announcement earlier
today, Lloyds Banking Group plc (“LBG”) has now commenced an offer to certain eligible holders to exchange specified
series of outstanding subordinated debt securities issued by HBOS plc and Lloyds Bank plc, wholly-owned subsidiaries of LBG, for
LBG’s Tier 2 subordinated debt securities set out in the table below (the “Exchange Offer”). Earlier today,
LBG also launched an offering for cash of new Tier 2 subordinated debt securities.
The Exchange Offer provides LBG
with an opportunity to further enhance the quality of its capital base.
Exchange Offer
The Exchange Offer is being made
on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 23 November 2015 (the “Exchange
Offer Memorandum”). Capitalized terms not otherwise defined in this announcement have the same meaning as in the Exchange
Offer Memorandum.
The Exchange Offer consists of:
| · | an
offer to exchange 6.50% Fixed Rate Lower Tier 2 Notes due 2020 issued by Lloyds Bank
plc and guaranteed by LBG (the “2020 Old Notes”) for Subordinated Debt Securities
due 2025 issued by LBG (the “2025 New Notes”) (the “2025 Exchange Offer”);
and |
| · | an
offer to exchange 6.00% Subordinated Notes due 2033 issued by HBOS plc (the “2033
Old Notes”) for 5.300% Subordinated Debt Securities due 2045 (the “2045 New
Notes”) issued by LBG (the “2045 Exchange Offer”). |
The 2020 Old Notes and the 2033
Old Notes are together referred to as the “Old Notes”. The 2025 New Notes and the 2045 New Notes are together referred
to as the “New Notes”.
The table below sets forth certain
information relating to the 2025 Exchange Offer:
Old
Notes |
CUSIP |
Principal
Amount Outstanding |
Reference
Treasury Security |
Bloomberg
Reference Page |
2020
Old Notes Fixed Spread (basis points) |
2025
New Notes Fixed Spread (basis points) |
Early
Participation Payment(1) |
Hypothetical
Total Exchange Consideration (1)(2)(3) |
Hypothetical
Exchange Consideration (1)(2)(3)(4) |
| Lloyds Bank plc 6.50% Fixed Rate Lower Tier 2
Notes due 2020 |
53947NAA2 53947QAA5 |
$2,000,000,000 |
1.375% due
31 October 2020 |
PX1 |
100 |
235 |
$50 |
$1,170.56 |
$1,120.56 |
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| (1) | Per
$1,000 principal amount of 2020 Old Notes accepted for exchange. |
| (2) | The
Exchange Consideration for each $1,000 principal amount of 2020 Old Notes tendered after
the Early Participation Date (as defined below) but at or prior to the Expiration Deadline
(as defined below) will be 2025 New Notes in a principal amount equal to the Total Exchange
Consideration less the Early Participation Payment. |
| (3) | The
Hypothetical Total Exchange Consideration is based on the fixed spread for the 2020 Old
Notes to the yield on the Reference U.S. Treasury Security as of 11:00 a.m., New York
City time, on 20 November 2015. The information provided in the above table is for illustrative
purposes only. See Annex A to the Exchange Offer Memorandum for the formula to be used
to calculate the Total Exchange Consideration. |
| (4) | The
Hypothetical Exchange Consideration is equal to the Hypothetical Total Exchange Consideration
less the Early Participation Payment. |
The table below sets forth certain
information relating to the 2045 Exchange Offer:
Old
Notes |
CUSIP |
Principal
Amount Outstanding |
Reference
Treasury Security |
Bloomberg
Reference Page |
2033
Old Notes Fixed Spread (basis points) |
2045
New Notes Fixed Spread (basis points) |
Early
Participation Payment(1) |
Hypothetical
Total Exchange Consideration
(1)(2)(3) |
Hypothetical
Exchange Consideration (1)(2)(3)(5) |
Hypothetical
2045 New Notes Value(4)(6) |
Hypothetical
2045 New Notes Exchange Ratio(7) |
| HBOS plc 6.00% Subordinated Notes due 2033 |
4041A2AF1 4041A3AG7 |
$750,000,000 |
2.875% due
15 August 2045 |
PX1 |
180 |
230 |
$50 |
$1,141.25 |
$1,091.25 |
$998.04 |
$1,143.49 |
| |
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| (1) | Per
$1,000 principal amount of 2033 Old Notes accepted for exchange. |
| (2) | The
Exchange Consideration for each $1,000 principal amount of 2033 Old Notes tendered after
the Early Participation Date but at or prior to the Expiration Deadline will be the Total
Exchange Consideration less the Early Participation Payment. |
| (3) | The
Hypothetical Total Exchange Consideration is based on the fixed spread for the 2033 Old
Notes to the yield on the Reference U.S. Treasury Security as of 11:00 a.m., New York
City time, on 20 November 2015. The information provided in the above table is for illustrative
purposes only. See Annex A to the Exchange Offer Memorandum for the formula to be used
to calculate the Total Exchange Consideration. |
| (4) | Per
$1,000 principal amount of 2045 New Notes. |
| (5) | The
Hypothetical Exchange Consideration is equal to the Hypothetical Total Exchange Consideration
less the Early Participation Payment. |
| (6) | The
Hypothetical 2045 New Notes Value is shown for illustrative purposes only and will be
determined as of 11:00 a.m., New York City time, on 8 December 2015 in accordance with
the formula set forth in Annex A to the Exchange Offer Memorandum. |
| (7) | The
Hypothetical 2045 New Notes Exchange Ratio is equal to (a) the Hypothetical Total Exchange
Consideration, divided by (b) the Hypothetical 2045 New Notes Value multiplied by (c)
$1,000. Such amount represents the aggregate principal amount of 2045 New Notes a holder
would receive for each $1,000 of 2033 Old Notes tendered at or prior to the Early Participation
Date. |
Concurrent Private Offering
In conjunction with the
Exchange Offer, LBG today also announced an offering for cash of $500 million aggregate principal amount of its 5.300%
Subordinated Debt Securities due 2045, which are expected to be issued on 1 December 2015 (the “2045 Original
Notes”). The 2045 New Notes offered in the Exchange Offer will constitute a further issuance of, will form a single
series with, and have the same CUSIP numbers as the 2045 Original Notes.
Total Exchange Consideration;
Exchange Consideration
Upon the
terms and subject to the conditions set forth in the Exchange Offer Memorandum, holders who validly tender and who do not validly
withdraw Old Notes at or prior to the Early Participation Date, and whose tenders are accepted for exchange by LBG, will receive
the applicable Total Exchange Consideration for each $1,000 principal amount of Old Notes. The Exchange Consideration for each
$1,000 principal amount of Old Notes tendered after the Early Participation Date but at or prior to the Expiration Deadline will
be the Total Exchange Consideration less the applicable Early Participation Payment.
2025 Exchange
Offer
The Total
Exchange Consideration in the 2025 Exchange Offer is based on the fixed spread for the 2020 Old Notes to the yield on the applicable
Reference U.S. Treasury Security as of 11:00 a.m., New York City time, on 8 December 2015.
The 2025
New Notes will mature on 10 December 2025 and will bear interest at a rate per annum (the “2025 Notes Coupon”) equal
to the sum of (a) the bid-side yield on the 2.25% U.S. Treasury Security due 15 November 2025 (the “2025 New Notes
Reference Security”), as calculated by the Dealer Managers in accordance with standard market practice, that equates to
the bid-side price of the 2025 New Notes Reference Security, as of 11:00 a.m., New York City time, on 8 December 2015, as displayed
on the Bloomberg Reference page PX1 (or any recognized quotation source selected by the Dealer Managers if such quotation report
is not available or manifestly erroneous) plus (b) a fixed spread of 235 basis points, such sum rounded to the third decimal
place when expressed as a percentage.
2045 Exchange
Offer
The Total
Exchange Consideration in the 2045 Exchange Offer is based on the fixed spread for the 2033 Old Notes to the yield on the Reference
U.S. Treasury Security for that series as of 11:00 a.m., New York City time, on 8 December 2015.
The 2045 New Notes offered in
the 2045 Exchange Offer will constitute a further issuance of, will form a single series with, and have the same CUSIP numbers
as the 2045 Original Notes.
The 2045
New Notes will mature on 1 December 2045. The 2045 New Notes Value will equal the discounted value on the Early Settlement Date
of the remaining payments of principal and interest (excluding accrued and unpaid interest to but not including the Early Settlement
Date) per $1,000 principal amount of the 2045 New Notes through the maturity date of the 2045 New Notes, using a yield equal to
the sum, as calculated by the Dealer Managers, of (a) the bid-side yield on the 2.875% U.S. Treasury Security due 15 August 2045,
as of 11:00 a.m., New York City time, on 8 December 2015, as displayed on the Bloomberg Reference page PX1 (or any recognized
quotation source selected by the Dealer Managers if such quotation report is not available or manifestly erroneous) plus
(b) a fixed spread of 230 basis points. The 2045 New Notes Value will be rounded to the nearest cent per $1,000 principal amount
of 2045 New Notes.
The 2045
New Notes Exchange Ratio is equal to (1) the Total Exchange Consideration or the Exchange Consideration, as the case may be, divided
by (2) the 2045 New Notes Value multiplied by (3) $1,000. Such amount represents the aggregate principal amount of 2045 New Notes
a holder would be entitled to receive for each $1,000 of 2033 Old Notes tendered in the 2045 Exchange Offer and accepted by LBG.
As the 2045
New Notes Exchange Ratio is calculated by reference to the Total Exchange Consideration or the Exchange Consideration, as applicable,
the 2045 New Notes Exchange Ratio will differ for holders tendering Old Notes (i) at or prior to the Early Participation Date
and (ii) after the Early Participation Date but at or prior to the Expiration Deadline.
Early Participation
In order
to encourage holders to tender early, for each $1,000 principal amount of the Old Notes validly tendered on or before the Early
Participation Date and not validly withdrawn, holders will be eligible to receive the applicable Exchange Consideration and the
applicable Early Participation Payment set out in the table above. Holders who validly tender their Old Notes after the Early
Participation Date but at or prior to the Expiration Deadline, will only be eligible to receive the applicable Exchange Consideration,
which does not include the Early Participation Amount.
Exchange Offer Conditions
Consummation
of the Exchange Offer is subject to a number of conditions, including a Minimum New Issue Size Condition and a Tax Fungibility
Condition.
Minimum
New Issue Size Condition
The 2025
Exchange Offer is subject to a minimum new issue size of at least $500 million in aggregate principal amount of the 2025 New Notes
being validly issued pursuant to the 2025 Exchange Offer.
Tax Fungibility
Condition
“Tax Fungibility Condition”
means:
| • | with respect to the 2045
New Notes, that (i) as of the date that is seven days before the applicable Settlement
Date for the 2045 New Notes, (x) the 2045 Original Notes are “publicly traded”
for U.S. federal income tax purposes and (y) the yield of the 2045 Original Notes based
on their fair market value is not greater than 110% of their coupon rate or (ii) in the
case of the 2045 New Notes issued on or before the Early Settlement Date, the Early Settlement
Date occurs within the thirteen calendar day period beginning on the date of the settlement
of the 2045 Original Notes issuance; |
| • | with respect to the 2025
New Notes, on the Final Settlement Date, that as of the date that is seven days before
the Final Settlement Date, (x) the 2025 Notes issued on the Early Settlement Date (“Early-Settled
2025 Notes”) are “publicly traded” for U.S. federal income tax purposes,
and (y) the yield of the Early-Settled 2025 Notes based on their fair market value is
not greater than 110% of their coupon rate (or their yield on the Early Settlement Date,
if they are treated as issued with original issue discount (“OID”) for U.S.
federal income tax purposes). |
The Tax Fungibility Condition
will automatically be satisfied with respect to 2045 New Notes issued in exchange for Old Notes tendered on or prior to the Early
Participation Date if the Early Settlement Date for the 2045 New Notes is within thirteen calendar days of issuance of the 2045
Original Notes. If the Tax Fungibility Condition is not satisfied for any Exchange Offer, LBG will terminate such Exchange Offer
with respect to any Old Notes not already exchanged in such Exchange Offer.
Withdrawal Rights
Validly tendered
Old Notes may be withdrawn at any time before 5:00 p.m., New York City time, on 7 December 2015 (the “Withdrawal Deadline”),
but not thereafter. LBG may extend or otherwise amend the Early Participation Date or the Expiration Deadline or increase the
amount of Old Notes sought in the Exchange Offer without extending the Withdrawal Deadline or otherwise reinstating withdrawal
rights, except as required by law. Accordingly, you should not tender any Old Notes that you do not wish to be accepted for exchange
by LBG.
Exchange Offer Period
The Exchange Offer commenced today
and will expire at 11:59 p.m., New York City time, on 21 December 2015, unless extended, re-opened or earlier terminated as provided
in the Exchange Offer Memorandum. Assuming that the conditions to the Exchange Offer are satisfied or waived, LBG expects that
the Early Settlement Date will be 10 December 2015, and the Final Settlement Date will be 23 December 2015.
The relevant deadline set by
the relevant Clearing System or any intermediary for the submission of Exchange Instructions may be earlier than the deadlines
set out herein.
Eligibility to Participate
in the Exchange Offer
LBG has not
registered the New Notes under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities
laws. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act. Neither the U.S. Securities and Exchange
Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Exchange Offer or the
securities to be issued in the Exchange Offer or passed upon the adequacy or accuracy of the Exchange Offer Memorandum. Any representation
to the contrary is a criminal offense.
Registration of the New Notes
LBG will
enter into a Registration Rights Agreement with the Dealer Managers with respect to the New Notes whereby LBG will be obligated
to use commercially reasonable efforts to file a registration statement with respect to an offer to exchange the New Notes for
substantially similar notes of LBG that are registered under the Securities Act or, in certain circumstances, register the resale
of the New Notes.
Indicative Timetable
The following
table sets out the expected dates and times of the key events relating to the Exchange Offer. This is an indicative timetable
and is subject to change.
Events |
Dates
and Times |
| Commencement of the Exchange Offer |
|
| Exchange Offer announced. Exchange Offer Memorandum made available
to eligible holders of Old Notes. |
23 November 2015 |
| Withdrawal Deadline |
|
| The deadline for holders to validly withdraw tenders of Old Notes. |
5:00 p.m., New York City time, on 7 December 2015 |
| Early Participation Date |
|
| The deadline for holders to validly tender Old Notes in order to
be eligible to receive the applicable Total Exchange Consideration on the Early Settlement Date. |
5:00 p.m., New York City time, on 7 December 2015 |
| Pricing Time |
|
| The date and time that (i) the 2025 New Notes Coupon, (ii) the 2045
New Notes Value and (iii) the applicable Total Exchange Consideration and the applicable Exchange Consideration for each series
of Old Notes will be determined. |
11:00 a.m., New York City time, on 8 December 2015 |
| Early Settlement Date |
|
| Early Settlement Date for the New Notes, including delivery of the
New Notes in exchange for Old Notes accepted on or prior to the Early Participation Date. |
Expected on 10 December 2015 |
| Expiration Deadline |
|
| The deadline for receipt of all Exchange Instructions in order to
be eligible to receive the applicable Exchange Consideration on the Final Settlement Date. |
11:59 p.m., New York City time, on 21 December 2015 |
| Final Settlement Date |
|
| Final Settlement Date of the Exchange Offer, including delivery
of the New Notes in exchange for Old Notes accepted after the Early Participation Date but on or prior to the Expiration Deadline. |
Expected on 23 December 2015 |
The times
and dates above are subject, where applicable, to the right of LBG to extend, re-open, amend, limit, terminate or withdraw the
Exchange Offer, subject to applicable law. Accordingly, the actual timetable may differ significantly from the expected timetable
set out above.
Holders
should confirm with any bank, securities broker or other intermediary through which they hold Old Notes whether such intermediary
needs to receive instructions from a holder before the deadlines specified in the Exchange Offer Memorandum in order for that
holder to be able to participate in, or (in the circumstances in which withdrawal is permitted) withdraw their instruction to
participate in, the Exchange Offer.
Further
Information
Requests
for copies of the Exchange Offer Memorandum and information in relation to the procedures for tendering should be directed to:
| Exchange Agent |
|
| Lucid Issuer Services Limited |
Email: lbg@lucid-is.com |
| Sunjeeve Patel / David Shilson |
Telephone: +44 (0) 20 7704 0880 |
| Investor Relations |
|
| Duncan Heath |
Email: duncan.heath@finance.lloydsbanking.com |
| Director of Investor Relations |
Telephone: +44 (0) 20 7356 1585 |
Disclaimer
This announcement and the Exchange
Offer Memorandum (including the documents incorporated by reference therein) contain important information which should be read
carefully before any decision is made with respect to the Exchange Offer. If you are in any doubt as to the contents of this announcement
or the Exchange 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 Old Notes 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 Exchange Offer. None
of LBG, the Dealer Managers or the Exchange Agent makes any recommendation as to whether holders should offer Old Notes for exchange
pursuant to the Exchange Offer.
Offer
Restrictions
United Kingdom
This announcement and the Exchange
Offer Memorandum and any other documents or materials relating to the Exchange Offer are not being made, and such documents and/or
materials have not been approved, by an authorized person for the purposes of section 21 of the FSMA. Accordingly, such documents
and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication
of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the
basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of LBG or
other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) any other
persons to whom these documents and/or materials may lawfully be communicated.
Belgium
Neither this announcement, the
Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been submitted to or will be
submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés
financiers / Autoriteit voor financiële diensten en markten) and, accordingly, the Exchange Offer 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,
as amended or replaced from time to time. Accordingly, the Exchange Offer may not be advertised and the Exchange Offer will not
be extended, and neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer (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 “qualified investors” in the sense of Article 10 of the Belgian
Law of 16 June 2006, on the public offer of placement instruments and the admission to trading of placement instruments on regulated
markets, acting on their own account. This announcement and the Exchange Offer Memorandum have been issued only for the personal
use of the above qualified investors and exclusively for the purpose of the Exchange Offer. Accordingly, the information contained
in the Exchange Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
Canada
The Exchange Offer is not being
made, directly or indirectly, to any person located or resident in any province or territory of Canada, and such persons may not
participate in the Exchange Offer.
France
The Exchange Offer is not being
made, directly or indirectly, to the public in France. Neither this announcement, the Exchange Offer Memorandum nor any other
documents or offering materials relating to the Exchange Offer, has 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), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate
in the Exchange Offer. The Exchange Offer Memorandum has not been and will not be submitted for clearance procedures (visa)
of the Autorité des marchés financiers.
Hong Kong
The Exchange Offer is not being
made and will not be made, and the New Notes are not being offered and will not be offered, in the Special Administrative Region
of Hong Kong, other than: (a) to “professional investors” as defined in section 1 of part 1 of Schedule 1 of the Securities
and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder or (b) in other circumstances which do not result
in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32) of the Special Administrative Region of Hong Kong or which do not constitute an offer to the public within the meaning
of that ordinance. Neither LBG nor the Dealer Managers or the Exchange Agent has issued or had in its possession for the purposes
of issue, or will issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,
invitation or document relating to the New Notes, which is directed at, or the contents of which are likely to be accessed or
read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect
to New Notes which are or are intended to be disposed of only to persons outside of Hong Kong or only to “professional investors”
as defined in the Securities and Futures Ordinance and any rules made thereunder.
Italy
None of the Exchange Offer, the
Exchange Offer Memorandum or any other documents or materials relating to the Exchange Offer has been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”), pursuant
to Italian laws and regulations. The Exchange 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”).
Accordingly, the Exchange Offer
is only addressed to holders of Old Notes located in the Republic of Italy who are “qualified investors” (investitori
qualificati) as defined pursuant to, and within the meaning of, Article 100 of the Financial Services Act and article 34-ter,
paragraph 1, letter b of the Issuers’ Regulation.
Holders or beneficial owners of
the Old Notes located in the Republic of Italy that qualify as “qualified investors” can tender the Old Notes through
authorized 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 Old
Notes or the Exchange Offer.
Singapore
This announcement and the Exchange
Offer Memorandum have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Exchange
Offer Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase,
of the New Notes may not be circulated or distributed, nor may the New Notes be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional
investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant
person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified
in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision
of the SFA.
Where the New Notes are subscribed
or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor
(as defined in Section 4A of the SFA)), the sole business of which is to hold investments and the entire share capital of which
is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited
investor), whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever
described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the New
Notes pursuant to an offer made under Section 275 of the SFA, except (1) to an institutional investor or to a relevant person
defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B)
of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4)
as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments)
(Shares and Debentures) Regulations 2005 of Singapore.
Switzerland
The New Notes may not be publicly
offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither this announcement, the Exchange Offer Memorandum
nor any other offering or marketing material relating to the New Notes constitutes a prospectus as such term is understood pursuant
to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing
rules of the SIX Swiss Exchange Ltd, and neither this announcement, the Exchange Offer Memorandum nor any other offering or marketing
material relating to the New Notes may be publicly distributed or otherwise made publicly available in Switzerland.
Taiwan
The Exchange Offer is not being
made to the public in Taiwan unless prior approval from, or effective registration with, the Republic of China government authorities
has been obtained pursuant to the applicable laws or a private placement exemption is available under the applicable securities
laws.
General
The distribution of this announcement
and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. The Exchange Offer and the Exchange Offer
Memorandum are, respectively, subject to offer and distribution restrictions in, among other countries, the United States, the
United Kingdom, Belgium, Canada, France, Hong Kong, Italy, Singapore, Switzerland and Taiwan. This announcement and the Exchange
Offer Memorandum do not constitute an invitation to participate in the Exchange Offer in any jurisdiction in which, or to any
person to whom, the making of such invitation would not be in compliance with the laws or regulations of such jurisdiction. Persons
into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
Forward-Looking
Statements
This announcement contains certain
forward-looking statements with respect to the business, strategy and plans of LBG and its current goals and expectations relating
to its future financial condition and performance. Statements that are not historical facts, including statements about LBG’s
or its directors’ and/or management’s beliefs and expectations, are forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend upon circumstances that will or may occur in
the future. Factors that could cause actual business, strategy, plans and/or results to differ materially from the plans, objectives,
expectations, estimates and intentions expressed in such forward-looking statements made by LBG or on its behalf include, but
are not limited to: general economic and business conditions in the United Kingdom and internationally; market related trends
and developments; fluctuations in exchange rates, stock markets and currencies; the ability to access sufficient sources of capital,
liquidity and funding when required; changes to LBG’s credit ratings; the ability to derive cost savings; changing customer
behaviour including consumer spending, saving and borrowing habits; changes to borrower or counterparty credit quality; instability
in the global financial markets, including Eurozone instability, the potential for one or more countries to exit the Eurozone
or European Union (EU) (including the United Kingdom as a result of a referendum on its EU membership) and the impact of any sovereign
credit rating downgrade or other sovereign financial issues; technological changes and risks to cyber security; pandemic, natural
and other disasters, adverse weather and similar contingencies outside LBG’s control; inadequate or failed internal or external
processes or systems; acts of war, other acts of hostility, terrorist acts and responses to those acts, geopolitical, pandemic
or other such events; changes in laws, regulations, accounting standards or taxation, including as a result of further Scottish
devolution; changes to regulatory capital or liquidity requirements and similar contingencies outside LBG’s control; the
policies, decisions and actions of governmental or regulatory authorities in the United Kingdom, the EU, the United States or
elsewhere including the implementation of key legislation and regulation; the ability to attract and retain senior management
and other employees; requirements or limitations imposed on
LBG as a result of HM Treasury’s
investment in LBG; actions or omissions by LBG’s directors, management or employees including industrial action; changes
to LBG’s post-retirement defined benefit scheme obligations; the provision of banking operations services to TSB Banking
Group plc; the extent of any future impairment charges or write-downs caused by, but not limited to, depressed asset valuations,
market disruptions and illiquid markets; the value and effectiveness of any credit protection purchased by LBG; the inability
to hedge certain risks economically; the adequacy of loss reserves; the actions of competitors, including non-bank financial services
and lending companies; and exposure to regulatory or competition scrutiny, legal, regulatory or competition proceedings, investigations
or complaints. Please refer to the latest Annual Report on Form 20-F filed with the SEC for a discussion of certain factors together
with examples of forward-looking statements. Except as required by any applicable law or regulation, the forward-looking statements
contained in this announcement are made as of the date of this announcement, and LBG expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements.
Lloyds Banking (NYSE:LYG)
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From Apr 2023 to Apr 2024
