SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
(27
October 2016)
LLOYDS BANKING GROUP
plc
(Translation of registrant's name into
English)
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 Form 20-F or Form 40-F.
Form
20-F..X.. Form 40-F.....
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- ________
Index
to Exhibits
Item
No.
1Regulatory News Service Announcement, dated 27 October
2016
re: USD
Notes Tender Offer
27
October 2016
LLOYDS BANK PLC COMMENCES CASH TENDER OFFERS FOR CERTAIN OF ITS
OUTSTANDING NOTES
Lloyds
Bank plc (“Lloyds Bank” or the “Offeror”)
is today announcing that it is commencing cash tender offers to
purchase certain outstanding notes listed in the table below (the
“Offers”).
The
Offers are being made on the terms and subject to the conditions
set out in the Offer to Purchase relating to the Offers dated 27
October 2016 (the “Offer to Purchase”) and the related
Notice of Guaranteed Delivery (together, the “Offer
Documents”). Capitalised terms not otherwise defined in this
announcement have the same meaning as in the Offer to
Purchase.
Purpose
of the Offers
The
Offeror has undertaken the Offers in order to provide the holders
of the Notes with an opportunity to have their Notes repurchased
while maintaining a prudent approach to funding and liquidity as
part of the Group’s ongoing liability
management.
The
Offers
The
Offeror is offering to purchase for cash, on the terms and
conditions described in the Offer to Purchase:
1.
any and all of the
outstanding Notes indicated in the table below as being subject to
the Any and All Tender Offer (collectively, the “Any and All
Notes”) (the “Any and All Tender Offer”);
and
2.
up to the Maximum
Tender Cap (as defined below) of the outstanding Notes indicated in
the table below as being subject to the Maximum Tender Offer
(collectively, the “Maximum Tender Notes”) (the
“Maximum Tender Offer”).
The
“Maximum Tender Cap” is a combined aggregate purchase
price (exclusive of Accrued Interest (as defined herein)) of up to
$2,000,000,000, subject to the Offeror’s right to increase or
decrease the Maximum Tender Cap in its sole discretion, subject to
applicable law.
The
table below sets forth certain terms of the Offers:
|
Notes
|
ISIN/CUSIP
|
Acceptance Priority Level
|
Principal Amount Outstanding
|
Early Tender Payment
(1)
|
Fixed Spread (bps)
|
Reference U.S. Treasury Security
|
Bloomberg Reference Page
|
Total Consideration
(2)
|
|
Any
and All Tender Offer
|
|
1.750%
Senior Notes due 2018 (Series 1)
|
US53944VAC37
53944VAC3
|
N/A
|
$1,000,000,000
|
N/A
|
60
|
0.750%
U.S. Treasury Security due September 30, 2018
|
PX1
|
To be
determined as described herein
|
|
1.750%
Senior Notes due 2018 (Series 2)
|
US53944VAG41
53944VAG4
|
N/A
|
$1,250,000,000
|
N/A
|
60
|
0.750%
U.S. Treasury Security due September 30, 2018
|
PX1
|
To be
determined as described herein
|
|
2.350%
Senior Notes due 2019 (Series 3)
|
US53944VAB53
53944VAB5
|
N/A
|
$1,000,000,000
|
N/A
|
70
|
1.000%
U.S. Treasury Security due October 15, 2019
|
PX1
|
To be
determined as described herein
|
|
2.400%
Senior Notes due 2020 (Series 4)
|
US53944VAE92
53944VAE9
|
N/A
|
$1,000,000,000
|
N/A
|
50
|
1.125%
U.S. Treasury Security due September 30, 2021
|
PX1
|
To be
determined as described herein
|
|
3.500%
Senior Notes due 2025 (Series 5)
|
US53944VAH24
53944VAH2
|
N/A
|
$1,250,000,000
|
N/A
|
80
|
1.500%
U.S. Treasury Security due August 15, 2026
|
PX1
|
To be
determined as described herein
|
|
Maximum
Tender Offer
|
|
Floating
Rate Notes due 2018 (Series 6)
|
US53944VAF67
53944VAF6
|
1
|
$400,000,000
|
$50.00
|
N/A
|
N/A
|
N/A
|
$1,001.50
|
|
Floating
Rate Notes due 2018 (Series 7)
|
US53944VAD10
53944VAD1
|
2
|
$500,000,000
|
$50.00
|
N/A
|
N/A
|
N/A
|
$1,002.50
|
|
Floating
Rate Notes due 2018 (Series 8)
|
US53944VAL36
53944VAL3
|
3
|
$300,000,000
|
$50.00
|
N/A
|
N/A
|
N/A
|
$1,006.00
|
|
2.000%
Senior Notes due 2018 (Series 9)
|
US53944VAJ89
53944VAJ8
|
4
|
$700,000,000
|
$50.00
|
70
|
0.750%
U.S. Treasury Security due September 30, 2018
|
PX1
|
To be
determined as described herein
|
|
2.3%
Senior Notes due 2018 (Series 10)
|
US53944VAA70
53944VAA7
|
5
|
$1,000,000,000
|
$50.00
|
70
|
0.750%
U.S. Treasury Security due September 30, 2018
|
PX1
|
To be
determined as described herein
|
|
Floating
Rate Notes due 2019 (Series 11)
|
US53944VAN91
53944VAN9
|
6
|
$450,000,000
|
$50.00
|
N/A
|
N/A
|
N/A
|
$1,011.50
|
|
2.050%
Senior Notes due 2019 (Series 12)
|
US53944VAM19
53944VAM1
|
7
|
$750,000,000
|
$50.00
|
65
|
1.000%
U.S. Treasury Security due October 15, 2019
|
PX1
|
To be
determined as described herein
|
|
2.700%
Senior Notes due 2020 (Series 13)
|
US53944VAK52
53944VAK5
|
8
|
$1,000,000,000
|
$50.00
|
50
|
1.125%
U.S. Treasury Security due September 30, 2021
|
PX1
|
To be
determined as described herein
|
(1)
Per $1,000 in
principal amount of Maximum Tender Notes (as defined herein)
tendered prior to the Early Tender Deadline (as defined herein) and
accepted for purchase.
(2)
“Total
Consideration” refers to the Any and All Total Consideration
per $1,000 in principal amount of the Any and All Notes validly
tendered and accepted for purchase in the Any and All Tender Offer
or the Maximum Tender Total Consideration per $1,000 in principal
amount of the Maximum Tender Notes validly tendered at or before
the Early Tender Deadline and accepted for purchase in the Maximum
Tender Offer, as applicable. The Maximum Tender Total Consideration
includes the Early Tender Payment.
Offer Period
The Any
and All Tender Offer will expire at 5.00 p.m., New York City time,
on 3 November 2016, unless extended (such date and time, as the
same may be extended, the ‘Any and All Expiration
Deadline’) or earlier terminated.
The
Maximum Tender Offer will expire at 11.59 p.m., New York City time,
on 25 November 2016, unless extended (such date and time, as the
same may be extended, the “Maximum Tender Expiration
Deadline”) or earlier terminated.
Holders
must validly tender Maximum Tender Notes at or prior to 5.00 p.m.,
New York City time, on 9 November 2016 (such date and time, as the
same may be extended, the “Early Tender Deadline”) to
be eligible to receive the Maximum Tender Total
Consideration.
Consideration; Accrued Interest
Any and All Tender Offer
The
“Any and All Consideration” for each $1,000 principal
amount of each Series of Any and All Notes validly tendered and not
validly withdrawn at or prior to the Any and All Expiration
Deadline and accepted for purchase by the Offeror will be equal to
an amount (rounded to the nearest cent) that would reflect, as of
the Any and All Settlement Date, a yield to the maturity date of
such Series of Any and All Notes equal to the sum of (i) the
Reference Yield for such Series of Any and All Notes, plus (ii) the
Fixed Spread set forth in the table above.
Maximum Tender Offer
The
‘Maximum Tender Total Consideration’ for each $1,000
principal amount of each Series of Maximum Tender Fixed Rate Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline and accepted for purchase by the Offeror pursuant
to the Maximum Tender Offer will be equal to an amount (rounded to
the nearest cent) that would reflect, as of the Maximum Tender
Early Settlement Date, a yield to the maturity date of such Series
of Maximum Tender Fixed Rate Notes equal to the sum of: (i) the
Reference Yield for such Series of Maximum Tender Notes, plus (ii)
the Fixed Spread set forth in the table above.
The
“Maximum Tender Total Consideration” for each $1,000
principal amount of each Series of Maximum Tender Floating Rate
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Deadline is set forth in the table above.
The
Maximum Tender Total Consideration with respect to each Series of
the Maximum Tender Notes includes the Early Tender
Payment.
The
“Maximum Tender Offer Consideration” for each $1,000
principal amount of each Series of Maximum Tender Fixed Rate Notes
validly tendered after the Early Tender Deadline but at or prior to
the Maximum Tender Expiration Deadline and accepted for purchase by
the Offeror is equal to the Maximum Tender Total Consideration for
such Series minus the Early Tender Payment.
Accrued Interest
In
addition to the Any and All Consideration, the Maximum Tender Total
Consideration or the Maximum Tender Offer Consideration, as the
case may be, all Holders of Notes accepted for purchase pursuant to
the Offers will also receive, on the applicable Settlement Date (as
defined below), accrued and unpaid interest on such Notes from the
last interest payment date up to, but not including the applicable
Settlement Date (the “Accrued Interest”).
Acceptance Priority Levels; Proration
The
amount of each Series of Maximum Tender Notes that is purchased in
the Maximum Tender Offer will be based on the Maximum Tender Cap
and the Acceptance Priority Level for such Series, as set forth in
the table above, with Acceptance Priority Level 1 being the highest
and Acceptance Priority Level 8 being the lowest, provided that any
Maximum Tender Notes tendered at or prior to the Early Tender
Deadline will be accepted for purchase in priority to any Maximum
Tender Notes tendered after the Early Tender Deadline, even if such
Maximum Tender Notes tendered following the Early Tender Deadline
have a higher Acceptance Priority Level than Maximum Tender Notes
tendered on or prior to the Early Tender Deadline. Among any
Maximum Tender Notes validly tendered after the Early Tender
Deadline but on or prior to the Maximum Tender Expiration Deadline,
Maximum Tender Notes having a higher Acceptance Priority Level will
be accepted before any Maximum Tender Notes tendered following the
Early Tender Deadline having a lower Acceptance Priority
Level.
Maximum
Tender Notes of a Series may be subject to proration if the
aggregate principal amount of the Maximum Tender Notes of such
Series validly tendered and not validly withdrawn would cause the
Maximum Tender Cap to be exceeded. Furthermore, absent an amendment
of the Maximum Tender Offer, if the Maximum Tender Offer is fully
subscribed as of the Early Tender Deadline, holders who validly
tender Maximum Tender Notes after the Early Tender Deadline but on
or prior to the Maximum Tender Expiration Deadline will not have
any of their Maximum Tender Notes accepted for
purchase.
Settlement
Unless
offers are extended, reopened or earlier terminated, payment of the
consideration to holders of Notes that are accepted for purchase is
expected to be made on 8 November 2016 in the case of the Any and
All Notes (the “Any and All Settlement Date”), on 15
November 2016 in the case of the Maximum Tender Notes validly
tendered and not validly withdrawn at or before the Early Tender
Deadline (the “Maximum Tender Early Settlement Date”)
and on 30 November 2016 in the case of the Maximum Tender Notes
validly tendered and not validly withdrawn after the Early Tender
Deadline but at or prior to the Maximum Tender Expiration Deadline
(the “Maximum Tender Final Settlement Date”; each of
the Any and All Settlement Date, the Maximum Tender Early
Settlement Date and the Maximum Tender Final Settlement Date, a
“Settlement Date”).
Offer Conditions
The
Offers are not conditional upon any minimum amount of Notes being
tendered. However, the Offers are conditional upon the satisfaction
or waiver of certain conditions described in the Offer to
Purchase.
Withdrawal Rights
Any and
All Notes tendered pursuant to the Any and All Tender Offer may be
withdrawn at any time before the earlier of (i) the Any and All
Withdrawal Deadline and (ii) if the Any and All Tender Offer is
extended, the 10th Business Day after the commencement of the Any
and All Tender Offer. Any and All Notes tendered pursuant to the
Any and All Tender Offer may also be withdrawn at any time after
the 60th Business Day after commencement of the Any and All Tender
Offer if, for any reason, the Any and All Tender Offer has not been
consummated within 60 Business Days of commencement.
Maximum
Tender Notes may be validly withdrawn at any time before the
Maximum Tender Withdrawal Deadline, but not
thereafter.
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.
Concurrent
Non-U.S. Offer
Concurrently
with the Offers, the Group is launching an exchange offer (the
“Non-U.S. Offer”) in respect of certain of Lloyds
Bank’s outstanding euro denominated debt securities. The
Non-U.S. Offer is not open to any holder of such securities that is
a U.S. resident and is not being made pursuant to the Offer to
Purchase. Holders may not tender any securities in the Offers other
than the Notes specified in the table above.
Indicative
Timetable
The
following table sets out the expected dates and times of the key
events relating to each Offer. This is an indicative timetable and
is subject to change.
|
Events
|
|
Dates and Times
|
|
|
|
|
|
Any and All Tender Offer
|
|
|
|
Any and All Commencement Date
Any and
All Offer announced. Offer to Purchase made available to holders of
Any and All Notes.
|
|
27
October 2016
|
|
Any and All Price Determination Date
The
time at which the Reference Yield for each Series of the Any and
All Notes will be determined by the Dealer Managers.
|
|
11:00
a.m., New York City time, on 3 November 2016, unless otherwise
extended
|
|
Any and All Withdrawal Deadline
The
deadline for holders to validly withdraw Any and All Notes tendered
before this date and time, unless otherwise extended.
|
|
5.00
p.m., New York City time, on 3 November 2016, unless otherwise
extended
|
|
Any and All Expiration Deadline
The
deadline for holders to tender Any and All Notes pursuant to the
Any and All Tender Offer in order to qualify for payment of the Any
and All Consideration plus any Accrued Interest.
|
|
5.00
p.m., New York City time, on 3 November 2016, unless otherwise
extended
|
|
Any and All Settlement Date
Payment
of the Any and All Consideration, plus any Accrued Interest, for
all Any and All Notes validly tendered and not validly withdrawn
and accepted for purchase pursuant to the Any and All Tender
Offer.
|
|
Expected
on 8 November 2016, unless otherwise extended
|
|
|
|
|
|
Maximum Tender Offer
|
|
|
|
Maximum Tender Commencement Date
Maximum
Tender Offer announced. Offer to Purchase made available to holders
of Maximum Tender Notes.
|
|
27
October 2016
|
|
Early Tender Deadline
The
deadline for holders to tender Maximum Tender Notes pursuant to the
Maximum Tender Offer in order to qualify for payment on the Maximum
Tender Early Settlement Date of the Maximum Tender Total
Consideration plus any Accrued Interest.
|
|
5.00
p.m., New York City time, on 9 November 2016, unless otherwise
extended
|
|
Maximum Tender Withdrawal Deadline
The
deadline for holders to validly withdraw Maximum Tender Notes
tendered before this date and time, unless otherwise
extended.
|
|
5.00
p.m., New York City time, on 9 November 2016, unless otherwise
extended
|
|
Maximum Tender Price Determination Date
The
time at which the Reference Yield for each applicable Series of the
Maximum Tender Notes will be determined by the Dealer
Managers.
|
|
11.00
a.m., New York City time, on 10 November 2016, unless
otherwise extended
|
|
Maximum Tender Early Settlement Date
Payment
of the Maximum Tender Total Consideration, plus any Accrued
Interest, for all Notes validly tendered and not validly withdrawn
at or before the Early Tender Deadline and accepted for purchase
pursuant to the Maximum Tender Offer.
|
|
Expected
on 15 November 2016, unless otherwise extended
|
|
Maximum Tender Expiration Deadline
The
deadline for holders to tender Notes pursuant to the Maximum Tender
Offer in order to qualify for payment on the Maximum Tender Final
Settlement Date of the Maximum Tender Offer Consideration plus any
Accrued Interest.
|
|
11.59
p.m., New York City time, on 25 November 2016, unless
otherwise extended
|
|
Maximum Tender Final Settlement Date
Payment
of the Maximum Tender Offer Consideration, plus any Accrued
Interest, for all Notes validly tendered and not validly withdrawn
after the Early Tender Deadline but at or prior to the Maximum
Tender Expiration Deadline and accepted for purchase pursuant to
the Maximum Tender Offer.
|
|
Expected
on 30 November 2016, unless otherwise extended
|
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 relevant Offer, subject to applicable law.
Accordingly, the actual timetable may differ significantly from the
expected timetable set out above.
Holders should confirm with the bank, securities broker or any
other intermediary through which they hold their Notes whether such
intermediary needs to receive instructions from a holder before the
deadlines specified above in order for that holder to be able to
participate in, or withdraw their instruction to participate in,
the Offers.
FURTHER
INFORMATION
Copies
of the Offer Documents are available at the following web address:
http://www.lucid-is.com/lloydsbank
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:
lloydsbank@lucid-is.com
David
Shilson / Arlind
Bytyqi
Telephone: +44 (0)
20 7704 0880
Investor Relations
Andrew
Downey
Email:
andrew.downey@finance.lloydsbanking.com
Director, Investor
Relations
Telephone: +44 (0)
20 7356 2334
Global Co-Ordinator
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
Joint 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
Deutsche Bank Securities
Inc.
U.S. Toll-Free: +1
(866) 627-0391
Collect: +1 (212)
250-2955
In Europe: +44 (0)
20 7545 8011
Attention:
Liability Management Group
Email:
liability.management@db.com
UBS
Limited
U.S. Toll-Free: +1
1 (888) 719-4210
Collect: +1 (203)
719-4210
In Europe: +44 (0)
20 7568 2133
Email:
ol-liabilitymanagement-eu@ubs.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 Offers. 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 Offers. None
of the Offeror, the Dealer Managers or the Tender Agent make any
recommendation as to whether holders should tender Notes pursuant
to the Offers.
OFFER
RESTRICTIONS
United
Kingdom
The
communication of this announcement, the Offer to Purchase and any
other documents or materials relating to the Offers are 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 Offers 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 Offers may not be made in Belgium by way of a
public offering, as defined in Articles 3 and 6 of the Belgian Law
of April 1, 2007 on public takeover bids as amended or replaced
from time to time. Accordingly, the Offers may not be advertised
and the Offers will not be extended, and neither this announcement
nor any other documents or materials relating to the Offers
(including any memorandum, information circular, brochure or any
similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other
than “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 Offers.
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
Offers are 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 Offers, 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
Offers. This announcement has not been and will not be submitted
for clearance procedures (visa) of the Autorité des
marchés financiers.
Italy
None of
the Offers, this announcement, the Offer to Purchase or any other
documents or materials relating to the Offers 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
Offers are being carried out in the Republic of Italy
(“Italy”) as exempted offers 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
Offers are 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 Offers.
Canada
Neither
this announcement, the Offer to Purchase nor any other materials
relating to the Offers 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
Offers do 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 Offers to be made by a
licensed broker or dealer and the Dealer Managers or, where the
context so requires, any of its affiliates is such a licensed
broker or dealer in that jurisdiction, the Offers shall be deemed
to be made on behalf of the Offeror by such Dealer Manager or
affiliate 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.
This
announcement contains inside information.
FORWARD-LOOKING
STATEMENTS
Certain
statements included in this announcement are forward-looking
statements. We and the Group 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.
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.
LLOYDS
BANKING GROUP plc
(Registrant)
By: Douglas
Radcliffe
Name: Douglas
Radcliffe
Title: Group
Investor Relations Director
Date:
27 October 2016
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