TIDM94WP TIDMLLOY
RNS Number : 5305M
Lloyds Bank PLC
11 May 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF
AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR INTO
ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
LLOYDS BANK PLC ANNOUNCES TER OFFERS IN RELATION TO CERTAIN
STERLING NOTES AND EURO NOTES
11 May 2020
Lloyds Bank plc (the "Offeror") has today launched respective
Non-U.S. and U.S. tender offers to repurchase selected senior debt
securities (total pool of approximately GBP5.7 billion equivalent).
The offers are to run concurrently.
THE OFFERS
On the terms of and subject to the conditions contained in a
tender offer memorandum dated 11 May 2020 (the "Tender Offer
Memorandum"), the Offeror has invited all Holders (subject to the
Offer and Distribution Restrictions referred to below) of the Notes
set out in the table below to tender their outstanding Notes for
purchase by the Offeror for cash up to a maximum aggregate nominal
amount to be determined by the Offeror in its sole and absolute
discretion (being the Maximum Acceptance Amount) (each such
invitation an "Offer" and, together, the "Offers").
The Offeror has launched, contemporaneously with the launch of
the Offers, offers to holders of five series of U.S. dollar
denominated notes issued by the Offeror.
Capitalised terms not otherwise defined in this announcement
have the same meaning as assigned to them in the Tender Offer
Memorandum. The Tender Offer Memorandum is available from the
Tender Agent (subject to the Offer and Distribution Restrictions
referred to below).
Rationale for the Offers
The Offeror is making the Offers in order to provide the Holders
with an opportunity to have their Notes repurchased whilst
maintaining a prudent approach to the management of LBG's funding
and liquidity base.
The Notes
The tables below identify the Series of Notes which are subject
to the Offers.
Maximum
Title of Nominal Amount Fixed Repurchase Purchase Acceptance
Security ISIN Number Outstanding Reference Yield Spread Yield[1] Price Amount
----------------- ------------- ----------------- --------------------- ---------- ----------- ----------- --------------
Sterling Notes
GBP250,000,000 XS1239389684 GBP169,145,000 Yield to maturity of +100 Sum of the To be
2.500 per cent. the 4.000 per cent. basis Reference determined
Notes due June U.K. Government points[2] Yield and as set out
2022 (the Gilts due March 2022 Fixed the Tender
"Sterling (ISIN: GB00B3KJDQ49) Spread Offer
Notes") (as described in the Memorandum
Tender Offer
Memorandum)
Euro Notes
EUR1,500,000,000 XS1139091372 EUR1,151,180,000 The relevant +50 basis Sum of the To be An aggregate
1.000 per cent. Interpolated points Reference determined nominal
Notes due Mid-Swap Rate Yield and as set out amount to be
November 2021 Fixed the Tender determined
(the "November Spread Offer and announced
2021 Notes") Memorandum on the Price
Determination
Date
EUR1,250,000,000 XS1280783983 EUR747,444,000 The relevant +75 basis Sum of the To be
1.375 per cent. Interpolated points Reference determined
Notes due Mid-Swap Rate Yield and as set out
September 2022 Fixed the Tender
(the "September Spread Offer
2022 Notes") Memorandum
Maximum Acceptance Amount
If the Offeror decides, in its sole and absolute discretion, to
accept valid tenders of Notes pursuant to the Offers, it will
accept for purchase one or more Series of Notes up to an aggregate
nominal amount of Notes to be determined by the Offeror (and for
the purposes of the Offers the relevant nominal amount of the Euro
Notes will be converted into pounds sterling at the Euro FX Rate)
(the "Maximum Acceptance Amount"). The Offeror will determine the
Maximum Acceptance Amount at its sole and absolute discretion. The
Maximum Acceptance Amount will be announced in the Announcement of
Pricing, Acceptance and Results of Offers, and indicative
acceptance levels will be announced in the Announcement of
Indicative Acceptance and Results of Offers.
The Offeror will determine the allocation of the nominal amount
accepted for purchase pursuant to the Offers (and the applicable
Euro FX Rate) among the different Series of Notes in its sole and
absolute discretion, and reserves the right to accept significantly
more or less (or none) of the Notes of one Series as compared to
the other Series of Notes.
If the aggregate nominal amount of Notes of a Series validly
tendered for purchase is greater than the Series Acceptance Amount
for such Series, the Offeror intends to accept for purchase Notes
of such Series on a pro-rata basis as set out below.
Series Acceptance Amounts and Scaling of Offers
If the Offeror accepts any Notes of a Series for purchase
pursuant to the relevant Offer and the aggregate nominal amount of
such Series validly offered for purchase is greater than the final
aggregate nominal amount of such Series accepted for purchase (the
"Series Acceptance Amount" in respect of such Series), the Offeror
intends to accept Notes of such Series for purchase on a pro-rata
basis in the manner described in the Tender Offer Memorandum.
Purchase Price
The relevant Purchase Price in respect of each Series of Notes
will be announced in the Announcement of Pricing, Acceptance and
Results of Offers on the Price Determination Date and determined in
accordance with market convention, and will be the price which
reflects a yield to maturity on the Settlement Date equal to the
relevant Repurchase Yield.
Subject to the applicable Minimum Denomination, the Purchase
Price per Authorised Denomination of each Series of Notes will
equal (a) the value per Authorised Denomination of all remaining
payments of principal and interest due to be made up to and
including the maturity date of the relevant Notes, discounted to
the Settlement Date at a discount rate equal to the relevant
Repurchase Yield, minus (b) the relevant Accrued Interest,
expressed as a percentage and rounded to four decimal places (with
0.00005 percent rounded upwards).
The calculation, where applicable, of the relevant Reference
Yield, Repurchase Yield, Purchase Price and Accrued Interest for
each Series of Notes will be made by the Offeror in its sole and
absolute discretion and such calculations will be final and binding
on the relevant Holders, absent manifest error.
Acceptance of Offers
Any Notes purchased by the Offeror pursuant to the Offers will
be cancelled and will not be re-issued or re-sold.
Holders of Notes who have validly tendered Notes and whose Notes
have been accepted by the Offeror will receive the Purchase Price
of the relevant Series of Notes, together with the relevant Accrued
Interest Payment (if any).
As soon as reasonably practicable after the Price Determination
Time, the Offeror will publicly announce, as applicable, the
Maximum Acceptance Amount, the Series Acceptance Amounts and the
Pro-ration Factor(s) (if any) and, in relation to each Series of
Notes, the Reference Yield, the Repurchase Yield and the Purchase
Price.
As the Purchase Price for each Series of Notes is based on the
relevant Repurchase Yield (which is calculated as the sum of the
relevant Reference Yield and the relevant Fixed Spread), and the
relevant Reference Yield is based on the relevant Reference
Benchmark, the actual amount of cash that will be received by a
Holder pursuant to the Offers will be affected by changes in the
relevant Reference Yield at or before the Price Determination Time.
In the event of any dispute or controversy regarding the contents
of the announcements made on the Price Determination Date, the
Offeror's determination shall be conclusive and binding, absent
manifest error.
Accrued Interest Payment
An amount equal to accrued and unpaid interest (if any) will
also be paid as consideration in respect of all Notes validly
tendered and accepted for purchase by the Offeror pursuant to the
Offers from, and including, the immediately preceding interest
payment date for the relevant Series of Notes to, but excluding,
the Settlement Date.
Total Consideration
The total consideration payable to each Holder in respect of
Notes validly submitted for tender and accepted for purchase by the
Offeror will be an amount in cash equal to (i) the relevant
Purchase Price for the Notes, multiplied by each Authorised
Denomination in aggregate nominal amount of Notes validly tendered
and delivered by such Holder and accepted by the Offeror for
purchase (rounded to the nearest EUR0.01 or GBP0.01, as applicable,
with EUR0.005 or GBP0.005 being rounded upwards) plus (ii) any
Accrued Interest Payment payable in respect of the relevant
Notes.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the
key events relating to the Tender Offers. This is an indicative
timetable and is subject to change.
Date and Time Action
------------------------------- -------------------------------------------------
11 May 2020 Commencement of the Offers
Offers announced through RNS announcement,
the relevant Reuters International Insider
Screen, the Clearing Systems and by publication
on a Notifying News Service.
Tender Offer Memorandum available from
the Tender Agent (subject to the restrictions
set out in "Offer and Distribution Restrictions"
below).
5.00 p.m. (London time) Expiration Deadline
on Deadline for receipt by the Tender Agent
18 May 2020 of all Tender Instructions in order for
Holders to be able to participate in
the Offers and to be eligible to receive
the relevant Purchase Price and any Accrued
Interest Payment on the Settlement Date.
At or around 10.00 a.m. Announcement of Indicative Acceptance
(London time) on 19 May and Results of Offers
2020 Announcement by the Offeror of a non-binding
indication of whether it intends to accept
valid tenders of Notes pursuant to the
Offers and, if so, (i) in relation to
each Series of Notes, the aggregate nominal
amount of Notes validly tendered pursuant
to the relevant Offer, (ii) a non-binding
indication of the Maximum Acceptance
Amount and (iii) a non-binding indication
of the Series Acceptance Amount and the
Pro-ration Factor(s), if applicable,
in relation to each relevant Series of
Notes.
At or around 2.00 p.m. Price Determination Time
(London time) on 19 May Determination of the relevant Reference
2020 (the "Price Determination Yields, Repurchase Yields, Maximum Acceptance
Date") Amount, Series Acceptance Amounts and
the Purchase Prices.
As soon as practicable Announcement of Pricing, Acceptance and
after the Price Determination Results of Offers
Time Announcement by the Offeror of whether
it will accept valid tenders of Notes
of any Series pursuant to the relevant
Offer and, if so, (i) the Maximum Acceptance
Amount, (ii) in relation to each Series
of Notes, the Series Acceptance Amount
and any Pro-ration Factor(s) and (iii)
the relevant Reference Yield, Repurchase
Yield and Purchase Price in relation
to each Series of Notes accepted for
purchase.
Expected to be 21 May 2020 Settlement Date
Expected Settlement Date for Notes validly
tendered and accepted by the Offeror.
Payment of the relevant Purchase Price
and any Accrued Interest Payment in respect
of any such Notes.
Subject to applicable securities laws and the terms set out
within the Tender Offer Memorandum, the Offeror reserves the right,
with respect to any or all of the relevant Notes, (i) to waive or
modify in whole or in part any and all conditions to the Offers,
(ii) to extend the Expiration Deadline, (iii) to modify or
terminate the Offers or (iv) to otherwise amend the Offers in any
respect. In the event that the Offers are terminated or otherwise
not completed, the applicable Purchase Price relating to the Notes
subject to the Offers will not be paid or become payable, without
regard to whether Holders have validly tendered their Notes (in
which case such tendered Notes will be unblocked by the relevant
Clearing System).
Unless stated otherwise, announcements will be made via RNS.
Such announcements may also be made (i) on the relevant Reuters
International Insider Screen, (ii) by the issue of a press release
to a Notifying News Service and (iii) by the delivery of notices to
the relevant Clearing Systems for communication to Direct
Participants. Copies of all announcements, notices and press
releases can also be obtained from the Tender Agent, the contact
details for whom are specified below. Significant delays may be
experienced where notices are delivered to the Clearing Systems and
Holders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offers. In addition, Holders
may contact the Joint Dealer Managers for information using the
contact details specified below.
Holders are advised to check with any bank, securities broker or
other Intermediary through which they hold Notes when such
Intermediary would require to receive 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 instruction to participate in, the Offers before the
deadlines specified above. The deadlines set by any such
Intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified
above. See "Procedures for Participating in the Offers" in the
Tender Offer Memorandum.
Tender Instructions will be irrevocable except in the limited
circumstances described in "Amendment and Termination - Revocation
Rights" in the Tender Offer Memorandum.
Before making a decision with respect to the Offers, Holders
should carefully consider all of the information in the Tender
Offer Memorandum and, in particular, the risk factors described in
the section entitled "Risk Factors and Other Considerations" in the
Tender Offer Memorandum.
FURTHER INFORMATION
Lucid Issuer Services Limited has been appointed by the Offeror
as tender agent (the "Tender Agent") in connection with the
Offers.
J.P. Morgan Securities plc and Lloyds Bank Corporate Markets plc
have been appointed by the Offeror as Joint Dealer Managers (the
"Joint Dealer Manager") for the purposes of the Offers.
This announcement contains inside information in relation to the
Notes and is disclosed in accordance with the Market Abuse
Regulation (EU) 596/2014 ("MAR"). For the purposes of MAR, this
announcement is made by Douglas Radcliffe, Group Investor Relations
Director.
For further information please contact:
Investor Relations:
Douglas Radcliffe
Group Investor Relations Director
Telephone: +44 (0)20 7356 1571
Email: Douglas.Radcliffe@LloydsBanking.com
Corporate Affairs:
Matthew Smith
Head of Media Relations
Tel: +44 (0) 20 7356 3522
Email: matt.smith@lloydsbanking.com
Requests for information in relation to the Offers should be
directed to:
JOINT DEALER MANAGERS
J.P. Morgan Securities plc Lloyds Bank Corporate Markets
25 Bank Street plc
Canary Wharf 10 Gresham Street
London E14 5JP London EC2V 7AE
United Kingdom United Kingdom
Telephone: +44 20 7134 2468 Tel: +44 20 7158 1726 / 1719
Attention: Liability Management Attention: Liability Management
email: liability_management_EMEA@jpmorgan.com Group
email: liability.management@lloydsbanking.com
Requests for information in relation to, and for any documents
or materials relating to, the Offers should be directed to:
TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Attention: Arlind Bytyqi
email: lloydsbank@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offers. If any Holder is
in any doubt as to the action it should take or is unsure of the
impact of the Offers, it is recommended to seek its own financial
and legal advice, including as to any tax consequences, from its
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 tender Notes in the Offers.
None of the Offeror, the Joint Dealer Managers or the Tender Agent
(or any of their respective directors, officers, employees, agents
or affiliates) is providing Holders with any legal, business, tax
or other advice in the Tender Offer Memorandum. Holders should
consult with their own advisers as needed to assist them in making
an investment decision and to advise them whether they are legally
permitted to tender Notes for cash.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer or an invitation to participate in the Offers
in the United States or in any other jurisdiction in which, or to
any person to or from whom, it is unlawful to make such offer or
invitation or for there to be such participation under applicable
laws. The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or theTender
Offer Memorandum comes are required by each of the Offeror, the
Joint Dealer Managers and the Tender Agent to inform themselves
about and to observe any such restrictions.
United States
The Offers are not being made, and will not be made, directly or
indirectly in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communications. The Notes 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 as defined in Regulation S of the U.S. Securities Act
of 1933, as amended. Accordingly, copies of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offers are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States. Any purported tender of
Notes in any of the Offers resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported
tender of Notes made by a person located in the United States or
any agent, fiduciary or other 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 of Notes participating in any of the Offers will
represent that it is not located in the United States and is not
participating in such 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 such
Offers from the United States. For the purposes of this and the
above paragraph, "United States" means United States of America,
its territories and possessions, any state of the United States of
America and the District of Columbia.
United Kingdom
The communication of this announcement and the Tender Offer
Memorandum by the Offeror 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 Offeror or other persons
within Article 43(2) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, and (2) to any other persons to
whom these documents and/or materials may lawfully be
communicated.
France
This announcement, the Tender Offer Memorandum and any other
documents or offering materials relating to the Offers may not be
distributed in the Republic of France except to qualified investors
(investisseurs qualifiés) as defined in Article 2(e) of the
Prospectus Regulation. The Tender Offer Memorandum has not been and
will not be submitted for clearance to the Autorité des marchés
financiers.
Italy
Neither this announcement, the Tender Offer Memorandum nor 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
exempted offers 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").
A holder of Notes located in the Republic of Italy can tender
Notes 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. 20307 of 15 February 2018, 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-Ã -vis its clients in
connection with the Notes or the Offers.
General
The Joint Dealer Managers and the Tender Agent (and their
respective directors, officers, employees, agents or affiliates)
make no representations or recommendations whatsoever regarding
this announcement, the Tender Offer Memorandum or the Offers. The
Tender Agent is the agent of the Offeror and owes no duty to any
Holder. None of the Offeror, the Joint Dealer Managers, the Trustee
or the Tender Agent (or any of their respective directors,
officers, employees, agents or affiliates) makes any recommendation
as to whether or not Holders should participate in the Offers.
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or the solicitation of an offer to sell
Notes (and tenders of Notes 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 an Offer to be made by a licensed broker or
dealer or similar and the Joint Dealer Managers or any of their
respective affiliates is such a licensed broker or dealer or
similar in any such jurisdiction, the relevant Offer shall be
deemed to be made by such Joint Dealer Manager or such affiliate,
as the case may be, on behalf of the Offeror in such
jurisdiction.
In addition to the representations referred to above in respect
of the United States, the United Kingdom, France and Italy, each
Holder participating in the Offers will also be deemed to give
certain representations, acknowledgements, warranties and
undertakings and make certain agreements in respect of the other
jurisdictions referred to above and generally as set out in
"Procedures for Participating in the Offers" in the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to the Offers
from a Holder that is unable to make these representations will not
be accepted. Each of the Offeror, the Joint Dealer Managers and the
Tender Agent reserves the right, in its absolute discretion (and
without prejudice to the relevant Holder's responsibility for the
representations made by it), to investigate, in relation to any
tender of Notes for purchase pursuant to the Offers, whether any
such representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Offeror determines
(for any reason) that such representation is not correct, such
tender shall not be accepted.
[1] Expressed on an annual basis.
[2] Expressed on a semi-annual basis.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENFLFSVEEILLII
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