TIDMLLOY
RNS Number : 7929C
Lloyds Banking Group PLC
21 October 2020
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES, ITS TERRITORIES
AND POSSESSIONS TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN
REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN,
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS DOCUMENT.
21 October 2020
LLOYDS BANKING GROUP PLC
(i ncorporated w i th limited liability in Scotland registered
number 95000 )
(the "Issuer")
NOTICE OF RESULTS OF MEETINGS
t o t he ho lde rs o f the:
GBP1,494,392,000 7.625 per cent. Fixed Rate Reset Additional
Tier 1 Perpetual Subordinated Contingent Convertible Securities
Callable 2023 (ISIN: XS1043552188)
(the "PNC9 Securities")
GBP750,009,000 7.875 per cent. Fixed Rate Reset Additional Tier
1 Perpetual Subordinated Contingent Convertible Securities Callable
2029 (ISIN: XS1043552261)
(the "PNC15 Securities") (each a "Series" and together the
"Securities", and the holders thereof, the "Securityholders") of
the Issuer presently outstanding.
On 29 September 2020, the Issuer announced an invitation to
Eligible Securityholders of each Series described in the table
below to consent to the approval, by Extraordinary Resolution at
the relevant Meeting, of the modification of the Conditions
relating to the relevant Series as described in paragraph 1 of the
relevant Extraordinary Resolution as set out in the Consent
Solicitation Memorandum (as defined below) (the "Consent
Solicitations"). Meetings of th e Securityholders of the PNC9
Securities and the Securityholders of the PNC15 Securities (the
"PNC9 Meeting" and the "PNC15 Meeting" respectively, together th e
"Meetin gs") were held earlier today in connection with the Conse n
t Sol i c itations, and the Issuer now announces the results of
each Meeting.
The f ull ter ms and conditions o f the Consent Solicitations
were contained in the consent solicitation memorandum dated 29
September 2020 (the " Consent Solicitation Memorandum") prepared by
the Issuer. Capit a lised t e r ms used in this announcement but no
t defined have the meanings given to them in t he Consent Soli c it
a tion Memorandum.
ISIN/Common Code Outstanding Principal Outcome of Meeting
Amount
PNC9 Securities XS1043552188 / 104355218 GBP 1,494,392,000 Adjourned Meeting
PNC15 Securities XS1043552261 / 104355226 GBP 750,009,000 Adjourned Meeting
Respective Meetings of the PNC9 Securityholders and PNC15
Securityholders
The Meetings were held separately earlier today, and NOTICE IS
HEREBY GIVEN to the PNC9 Securityholders and the PNC15
Securityholders respectively th at, the quorum requir ed f o r the
respective Meetings were not obtained, a nd according l y each
Meeting has been ad j ourned as appropriate.
The ad journed Me e ting in respect of the:
(i) PNC9 Securities will commence on 5 November 2020 at 10 a.m.
(London time) (11 a.m. CET); and
(ii) PNC15 Securities will commence on 5 November 2020 at 10.15
a.m. (London time) (11.15 a.m. CET) or after the completion of the
PNC9 Securities Meeting (whichever is later)
I n the event tha t the Consent Conditi ons a r e satisfi ed at
each adjourned Meeting and the Extraordinary Resolution in respect
of each Series is passed, each Extraordinary Resolution constitutes
(amongst others) a direction by the Securityholders of each Series
to the Trustee to consent to and to concur in the amendments to the
Conditions of the relevant Series and any consequential or related
amendments to the transaction documents for the relevant Series in
order to change the Reset Reference Rate such that (i) the Reset
Reference Rate ceases to be a LIBOR linked mid-swap rate
(specifically being the mid-rate for a 5 year Sterling
fixed-for-floating interest rate swap (where the floating leg pays
6 month GBP LIBOR semi-annually)) and becomes a SONIA linked
mid-swap rate (specifically being the mid-rate for a 5 year
Sterling fixed-for-floating interest rate swap (where the floating
leg pays daily compounded SONIA annually)); (ii) the Reset
Reference Rate Adjustment is made to reflect the economic
difference between the LIBOR linked mid-swap rate and SONIA linked
mid-swap rate; (iii) the Margin applicable to each Series of
Securities remains unaltered by these changes; (iv) the fallbacks
relating to the Reset Reference Rate are amended; and (v) new
fallbacks are included in case a Benchmark Event occurs with
respect to the Reset Rate of Interest, as more fully set out in the
relevant Supplemental Trust Deed and as may be necessary to give
effect thereto .
Conse n t Instr uctions submitt ed p ri o r t o t he ti me and
dat e of this announcement shall remain effective. Notwithstand ing
the t e r ms of the Conse n t So li citations, the Issuer agrees
that any Securityholder may elect t o revoke any Conse n t Instruc
tion p rev ious l y submitted in respect of the relevant Consent
Solicitation prov ided such revocati on is validly made and
received by the Tabulation Agent on or prior to t he Expi r a ti on
Dea d li ne, occurring at 10 a.m. (London time) (11 a.m. (CET)) on
3 November 2020 in res pect of the ad j ourned Meetings.
No consent fee will be payable in connection with the Consent
Solicitations.
Capitalised terms used but not defined herein shall have the
meanings set out in the Consent Solicitation Memorandum.
Further information relating to the Consent Solicitations can be
obtained directly from the Solicitation Agent and the Tabulation
Agent:
Lloyds Bank Corporate Markets plc Lucid Issuer Services Limited
10 Gresham Street Tankerton Works
London EC2V 7AE 12 Argyle Walk
United Kingdom London WC1H 8HA
Telephone: +44 20 7158 1719/1726 United Kingdom
Attention: Liability Management Team Telephone: +44 20 7704 0880
Email: liability.management@lloydsbanking.com Attention: Arlind Bytyqi
Email:lloydsbank@lucid-is.com
DISCLAIMER This announcement must be read in conjunction with
the Consent Solicitation Me morandum. The Consent So licit a tion
Memorandu m contains important information which should be read
carefully before any decision is made with respect to the Consent
Solicitations. If any Securityholder is in any doubt as to the
action it should take or is unsure of the impact of the
implementation of the relevant Extraordinary Resolution, it is
recommended to seek its own financial and legal advice, including
in respect of any tax consequences, immediately from its broker,
bank manager, solicit o r, accountant, independent financial, tax
or legal adviser. Any individual or company whose Securities are
held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee must contact such entity if it wishes to
participate in the Consent Solicitation or otherwise participate in
the relevant adjourned Meeting.
The distribution of this announcement and the Consent
Solicitation Memorandum in certain jurisdictions may be restricted
by law. Persons into whose possession the Consent Solicitation
Memorandum comes are required to inform themselves about, and to
observe, any such restrictions.
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END
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