TIDMLLOY
RNS Number : 4315B
Lloyds Banking Group PLC
16 June 2016
16 June 2016
LLOYDS BANKING GROUP PLC COMMENCES A TER OFFER FOR CERTAIN
PERPETUAL NOTES
Lloyds Banking Group plc ("LBG" or the "Offeror") is today
announcing that it is commencing a tender offer (the "Offer") to
purchase for cash any and all of certain series of outstanding
perpetual notes issued by Lloyds Bank plc and Bank of Scotland plc
(formerly The Governor and Company of the Bank of Scotland, "Bank
of Scotland plc").
Offer
The Offer is being made on the terms and subject to the
conditions set out in the Offer to Purchase dated 16 June 2016 (the
"Offer to Purchase") and the related Notice of Guaranteed Delivery
(as defined in the Offer to Purchase) (together, the "Offer
Documents"). Capitalised terms not otherwise defined in this
announcement have the same meaning as in the Offer to Purchase.
The Offer consists of offers to purchase for cash any and all of
the outstanding:
-- Primary Capital Undated Floating Rate Notes (Series 1) issued
by Lloyds Bank plc (the 'Series 1 Notes');
-- Primary Capital Undated Floating Rate Notes (Series 2) issued
by Lloyds Bank plc (the 'Series 2 Notes');
-- Primary Capital Undated Floating Rate Notes (Series 3) issued
by Lloyds Bank plc (the 'Series 3 Notes'); and
-- Undated Floating Rate Primary Capital Notes issued by Bank of
Scotland plc (the 'Series 4 Notes' and, together with the Series 1
Notes, the Series 2 Notes and the Series 3 Notes, the 'Notes' and
each, a 'Series').
Background to the Offer
The Offeror has undertaken the Offer in order to provide the
holders of the Notes with an opportunity to have their Notes
repurchased whilst maintaining a prudent approach to liquidity as
part of the Group's ongoing liability management.
The Offer
LBG is offering to purchase for cash, on the terms and
conditions described in the Offer to Purchase, any and all of the
outstanding Notes.
Set forth below is a table that shows, with respect to each
Series of Notes, the Purchase Price that a holder of a particular
series will receive for each $1,000 of the Notes validly tendered
and accepted for payment pursuant to the Offer.
Notes Issuer ISIN Interest Principal Purchase
Rate Amount Outstanding Price(1)
------------------- ------------------ -------------- --------------- -------------------- ----------
Primary Capital
Undated Floating 6-month U.S.
Rate Notes Lloyds Bank dollar LIBOR
(Series 1) plc GB0005224307 plus 0.25% $267,350,000 $650
------------------- ------------------ -------------- --------------- -------------------- ----------
Primary Capital
Undated Floating 3-month U.S.
Rate Notes Lloyds Bank dollar LIBOR
(Series 2) plc GB0005205751 plus 0.1875% $280,120,000 $650
------------------- ------------------ -------------- --------------- -------------------- ----------
Primary Capital
Undated Floating 6-month U.S.
Rate Notes Lloyds Bank dollar LIBOR
(Series 3) plc GB0005232391 plus 0.10% $359,300,000 $650
------------------- ------------------ -------------- --------------- -------------------- ----------
Undated Floating 6-month U.S.
Rate Primary Bank of Scotland dollar LIBOR
Capital Notes plc GB0000765403 plus 0.25% $179,960,000 $650
------------------- ------------------ -------------- --------------- -------------------- ----------
(1) Per $1,000 in principal amount of Notes accepted for
purchase.
Purchase Price and Accrued Interest Amount
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, for each $1,000 of the Notes validly tendered
and accepted for purchase pursuant to the Offer, holders of a
particular series will be eligible to receive a cash purchase price
(the "Purchase Price") set out in the table above. In addition to
the Purchase Price, holders whose Notes are accepted for purchase
will also receive an amount equal to accrued and unpaid interest on
such Notes (rounded to the nearest $0.01, with $0.005 being rounded
upwards) from the last interest payment date up to, but not
including, the Any and All Settlement Date (as defined herein) (the
"Accrued Interest Amount").
Offer Conditions
The Offer is not conditional upon any minimum amount of Notes
being tendered. However, the Offer is conditional upon the
satisfaction or waiver of certain conditions described in the Offer
to Purchase.
Withdrawal Rights
Validly tendered Notes may be withdrawn at any time prior to the
Expiration Deadline.
Offer Period
The Offer commenced today and will expire at 5:00 p.m., New York
City time, on 22 June 2016. Subject to the terms and conditions set
forth in the Offer to Purchase, the Offeror expects to accept for
purchase on 24 June 2016, the amount of Notes validly tendered at
or prior to the Expiration Deadline, other than Notes tendered
using the guaranteed delivery procedures. Subject to the terms and
conditions set forth in the Offer to Purchase, the Offeror expects
to accept for purchase on 28 June 2016, the amount of Notes that
were validly tendered using the guaranteed delivery procedures.
The relevant deadline set by the relevant Clearing System or any
intermediary for the submission of Tender Instructions may be
earlier than the deadlines set out herein.
Indicative Timetable
The following table sets out the expected dates and times of the
key events relating to the Offer. This is an indicative timetable
and is subject to change.
Events Dates and Times
Commencement Date 16 June 2016
Offer announced. Offer to Purchase
made available to holders of Notes.
Withdrawal Deadline 5.00pm, New York City time, on
The deadline for holders to validly 22 June 2016, unless otherwise
withdraw Notes tendered before extended
this date and time, unless otherwise
extended
Expiration Deadline 5.00pm, New York City time, on
The deadline for holders to tender 22 June 2016, unless otherwise
Notes pursuant to the Offer in extended
order to qualify for payment on
the applicable Settlement Date
of the Purchase Price plus any
Accrued Interest Amount.
Announcement of Offer Results As soon as reasonably practicable
Announcement of the aggregate principal on 23 June 2016
amounts of each Series of Notes
which the Offeror will be accepting
for purchase.
Any and All Settlement Date Expected on 24 June 2016, unless
Payment of the Purchase Price, otherwise extended
plus any Accrued Interest Amount,
for all Notes validly tendered
and not validly withdrawn and accepted
for purchase pursuant to the Offer,
other than the Notes tendered using
the guaranteed delivery procedures.
Guaranteed Delivery Settlement Expected on 28 June 2016, unless
Date otherwise extended
Payment of the Purchase Price,
plus any Accrued Interest Amount,
for all Notes that are accepted
for purchase pursuant to the Offer
and that were tendered using the
guaranteed delivery procedures.
The times and dates above are subject, where applicable, to the
right of the Offeror to extend, re-open, amend, limit, terminate or
withdraw the 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 Notes whether such
intermediary needs to receive instructions from a holder before the
deadlines specified in the Offer to Purchase in order for that
holder to be able to participate in, or withdraw their instruction
to participate in, the Offer.
FURTHER INFORMATION
Copies of the Offer Documents are available at the following web
address:
http://www.lucid-is.com/lbg
Requests for additional copies of the Offer Documents and
information in relation to the procedures for tendering should be
directed to:
Tender Agent
Lucid Issuer Services Limited Email: lbg@lucid-is.com
Sunjeeve Patel / David Shilson Telephone: +44 (0) 20 7704 0880
Investor Relations
Andrew Downey Email: andrew.downey@finance.lloydsbanking.com
Director of Investor Relations Telephone: +44 (0) 20 7356 2334
Dealer Managers
BNP Paribas Securities Corp. U.S. Toll-Free: +1 (888) 210-4358
Collect: +1 (212) 841-3059
In Europe: +44 (0) 20 7595 8668
Email: liability.management@bnpparibas.com
Attn: Liability Management Group
Citigroup Global Markets Limited U.S. Toll-Free: +1 (800) 558-3745
Collect: +1 (212) 723-6106
In Europe: +44 20 7986 8969
Email: liabilitymanagement.europe@citi.com
Attn: Liability Management Group
Lloyds Bank plc U.S. Toll-Free: +1 (855) 400-6511
Collect: +1 (212) 827-3105
In Europe: +44 (0) 20 7158 2720
Email: liability.management@lloydsbanking.com
Attn: Liability Management Group
DISCLAIMER
This announcement and the Offer to Purchase (including the
documents incorporated by reference therein) contain important
information which should be read carefully before any decision is
made with respect to the Offer. If you are in any doubt as to the
contents of this announcement or the Offer to Purchase 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 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 Offer. None of the Offeror, the Dealer Managers or the
Tender Agent make any recommendation as to whether holders should
tender Notes for pursuant to the Offer.
OFFER RESTRICTIONS
United Kingdom
This communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the Offer 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 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 Group 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 Offer to Purchase nor any other
documents or materials relating to the 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 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 April 1, 2007 on public takeover bids as amended or replaced
from time to time. Accordingly, the Offer may not be advertised and
the Offer will not be extended, and neither this announcement nor
any other documents or materials relating to the 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 June 16, 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 has been
issued only for the personal use of the above qualified investors
and exclusively for the purpose of the Offer. Accordingly, the
information contained in this announcement may not be used for any
other purpose or disclosed to any other person in Belgium.
France
The Offer is not being made, directly or indirectly, to the
public in France. Neither this announcement, the Offer to Purchase
nor any other documents or offering materials relating to the
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 Offer. This
announcement has not been and will not be submitted for clearance
procedures (visa) of the Autorité des marchés financiers.
Italy
None of the Offer, this announcement, the Offer to Purchase or
any other documents or materials relating to the Offer has been or
will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB"), pursuant to
applicable Italian laws and regulations.
The Offer is being carried out in the Republic of Italy
("Italy") as an exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of February 24,
1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended (the "CONSOB Regulation"). The Offer is also being carried
out in compliance with article 35-bis, paragraph 7 of the CONSOB
Regulation.
Holders or beneficial owners of the Notes located in Italy can
tender the Notes through authorised persons (such as investment
firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 16190 of October 29, 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-à-vis its clients in
connection with the Notes or the Offer.
Canada
Neither this announcement, the Offer to Purchase nor any other
materials relating to the Offer constitute, nor may be used in
connection with, an offer or solicitation in any place where offers
or solicitations are not permitted by law. Any offer or
solicitation in Canada must be made through a dealer that is
appropriately registered under the laws of the applicable province
or territory of Canada, or pursuant to an exemption from that
requirement.
General
The Offer does not constitute an offer to buy or the
solicitation of an offer to sell Notes in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities or other laws require the Offer
to be made by a licensed broker or dealer and the Dealer Manager
or, where the context so requires, any of its affiliates is such a
licensed broker or dealer in that jurisdiction, the Offer shall be
deemed to be made on behalf of the Offeror by such Dealer Manager
or affiliate (as the case may be) in such jurisdiction.
The distribution of this announcement and the Offer to Purchase
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement and the Offer to Purchase comes
are required by each of the Offeror, the Dealer Managers and the
Tender Agent to inform themselves about, and to observe, any such
restrictions.
FORWARD-LOOKING STATEMENTS
Certain statements included in this announcement are
forward-looking statements. We may make forward-looking statements
in other documents filed with the SEC that are incorporated by
reference into the Offer to Purchase. Forward-looking statements
can be identified by the use of forward-looking terminology such as
words "expect", "estimate", "project", "anticipate", "believes",
"should", "could", 'intend", "plan", "probability", "risk",
"target", "goal", "objective", "may", "endeavour", "outlook",
"optimistic", "prospects" or by the use of similar expressions or
variations on such expressions, or by the discussion of strategy or
objectives. Forward-looking statements are based on current plans,
estimates and projections, and are subject to inherent risks,
uncertainties and other factors which could cause actual results to
differ materially from the future results expressed or implied by
such forward-looking statements.
In particular, this announcement and certain documents
incorporated by reference into the Offer to Purchase include
forward-looking statements relating, but not limited to,
projections or expectations of LBG's future financial position
including profit attributable to shareholders, provisions, economic
profit, dividends, capital structure, portfolios, net interest
margin, capital ratios, liquidity, risk-weighted assets (RWAs),
expenditures or any other financial items or ratios; litigation,
regulatory and governmental investigations; LBG's future financial
performance; the level and extent of future impairments and
write-downs; statements of plans, objectives or goals of LBG or its
management including in respect of statements about the future
business and economic environments in the U.K. and elsewhere
including, but not limited to, future trends in interest rates,
foreign exchange rates, credit and equity market levels and
demographic developments; statements about competition, regulation,
disposals and consolidation or technological developments in the
financial services industry; and statements of assumptions
underlying such statements. Such statements are subject to risks,
uncertainties and other factors which could cause actual results to
differ materially from the future results expressed
or implied by such forward-looking statements. For example,
certain of the market risk disclosures are dependent on choices
about key model characteristics, assumptions and estimates, and are
subject to various limitations. By their nature, certain of the
market risk disclosures are only estimates and, as a result, actual
future gains and losses could differ materially from those that
have been estimated.
Other factors could also adversely affect our results or the
accuracy of forward-looking statements in this announcement, and
you should not consider the factors discussed here or in the Annual
Report or other documents incorporated by reference into the Offer
to Purchase to be a complete set of all potential risks or
uncertainties. We have economic, financial market, credit, legal
and other specialists who monitor economic and market conditions
and government policies and actions. However, because it is
difficult to predict with accuracy any changes in economic or
market conditions or in governmental policies and actions, it is
difficult for us to anticipate the effects that such changes could
have on our financial performance and business operations.
The forward-looking statements made in this announcement speak
only as of the date of this announcement. We do not intend to
publicly update or revise these forward-looking statements to
reflect events or circumstances after the date of this
announcement, and we do not assume any responsibility to do so
except as required by applicable law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENFFMBTMBTBBLF
(END) Dow Jones Newswires
June 16, 2016 08:01 ET (12:01 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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