TIDMLLOY
RNS Number : 1546Z
Lloyds Banking Group PLC
12 September 2022
News Release
12 September 2022
LLOYDS BANKING GROUP PLC ANNOUNCES A TER OFFER FOR ONE SERIES OF
ITS STERLING DENOMINATED ADDITIONAL TIER 1 SECURITIES
Lloyds Banking Group plc (the "Offeror" or "LBG"), is today
announcing that it is commencing a tender offer (the "Offer") to
purchase for cash any and all of one series of its outstanding
Sterling denominated Additional Tier 1 Securities.
The Offer
The Offer is being made on the terms and subject to the
conditions set out in the Offer to Purchase dated 12 September 2022
(the "Offer to Purchase"). Capitalized 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 7.625% Fixed Rate Reset Additional Tier 1 Perpetual
Subordinated Contingent Convertible Securities Callable 2023 of LBG
(the "Securities").
Rationale of the Offer
The Offer is part of LBG's continuous review and management of
its outstanding capital base, maintaining a prudent approach to the
management of LBG's capital position.
The table below sets forth certain information relating to the
Offer:
Principal
First Amount Purchase
Securities ISIN Interest Rate(1) Call Date Outstanding Price (2)
----------------------- ------------ -------------------- ----------- ---------------- ----------
LBG 7.625% Fixed XS1043552188 7.625% to (but June 27, GBP1,059,632,000 GBP1,020
Rate Reset Additional excluding) June 2023 .00
Tier 1 Perpetual 27, 2023. From
Subordinated (and including)
Contingent Convertible June 27, 2023,
Securities Callable the Reset Reference
2023 Rate plus 5.287%
per annum.
(1) "Reset Reference Rate" means in respect of the relevant
Reset Period, (i) the applicable annual mid-swap rate for swap
transactions in pounds sterling (with a maturity equal to 5 years)
where the floating leg pays daily compounded SONIA annually and
calculated and published by ICE Benchmark Administration Limited on
the relevant Reset Determination Date and displayed at 11.15 a.m.
(London time) on the relevant Reset Determination Date on such
Bloomberg or Reuters page (the "Screen Page") or, as the case may
be, on such other information service that may replace Bloomberg or
Reuters, in each case, as may be nominated by ICE Benchmark
Administration Limited; or (ii) if such rate is not displayed on
the Screen Page at such time and date (other than in certain
specified circumstances), the relevant Reset Reference Bank Rate.
All capitalized terms are used as defined in the Trust Deed dated
April 1, 2014 between LBG and BNY Mellon Corporate Trustee Services
Limited as supplemented.
(2) Per GBP1,000 in principal amount of Securities accepted for
purchase. The Securities can only be tendered in minimum
denominations of GBP200,000 and integral multiples of GBP1,000
thereafter.
Offer Consideration
For each GBP1,000 of the Securities validly tendered and
accepted for purchase pursuant to the Offer (subject to the minimum
denomination), holders of the Securities will be eligible to
receive a cash purchase price of GBP1,020.00 (the "Purchase
Price"). In addition to the Purchase Price, holders whose
Securities are accepted for purchase will also receive accrued and
unpaid interest on such Securities (rounded to the nearest GBP0.01,
with GBP0.005 being rounded upwards) from the last interest payment
date up to, but not including, the Settlement Date (as defined
herein) (the "Accrued Interest"). Accrued interest will be
calculated from September 27, 2022.
Offer Conditions
The consummation of the Offer is not conditioned upon any
minimum amount of Securities being tendered and not subject to a
financing condition. However, the Offer is subject to, and
conditioned upon, the satisfaction or waiver of certain conditions
described in the Offer to Purchase.
Withdrawal Rights
Validly tendered Securities may be withdrawn at any time prior
to the Expiration Deadline.
Offer Period
The Offer commenced today and will expire at 11:59 p.m., New
York City time, on 7 October 2022, unless extended, re-opened or
earlier terminated as provided in the Offer to Purchase. Assuming
that the conditions to the Offer are satisfied or waived, LBG
expects that the Settlement Date will be 13 October 2022.
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 of the Offer
Offer announced. Offer to Purchase 12 September 2022
made available to holders of
Securities.
Withdrawal Deadline
The deadline for holders to 11:59 p.m., New York City time,
validly withdraw tenders of on 7 October 2022
Securities.
Expiration Deadline
The deadline for receipt of 11:59 p.m., New York City time,
all Tender Instructions. on 7 October 2022
Announcement of Offer Results
Announcement of the aggregate As soon as reasonably practicable
principal amounts of the Securities on 11 October 2022
which the Offeror will be accepting
for purchase.
Settlement Date
Settlement Date of the Offer, Expected on 13 October 2022
including payment of the Purchase
Price and any Accrued Interest
in respect of Securities validly
tendered and accepted for purchase
in the Offer.
The times and dates above are subject, where applicable, to the
right of LBG 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 Securities 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 (in the circumstances in
which withdrawal is permitted) withdraw their instruction to
participate in, the Offer.
Further Information
Requests for copies of the Offer to Purchase and information in
relation to the procedures for tendering should be directed to:
Tender Agent
Kroll Issuer Services Limited Email: lbg@is.kroll.com
The Shard Telephone: +44 207 704 0880
32 London Bridge Street, SE1 9SG
London, United Kingdom
Dealer Managers
Lloyds Securities Inc. Tel: +1 (212) 827-3145
Email: lbcmliabilitymanagement@lloydsbanking.com
Attn: Liability Management Group
UBS AG London Branch Tel: +1 888 719 4210 (U.S. Toll Free)
Tel: +1 203 719 4210 (U.S.)
Tel: +44 20 7568 1121 (Europe)
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 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 Securities 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 makes any recommendation as to whether holders should
tender Securities pursuant to the Offer.
ADDITIONAL INFORMATION IN RESPECT OF THE OFFER AND WHERE TO FIND
IT
The Offeror will file with the Securities and Exchange
Commission (the "SEC") a tender offer statement on Schedule TO,
accompanied by the Offer to Purchase and related documents relating
to the Offer. Holders are advised to read carefully the tender
offer statement, the Offer to Purchase and other documents which
the Offeror will file with the SEC, when they become available, as
they will contain important information about the Offer and
procedures for participating in the Offer. Copies of these
documents will be available for free by visiting EDGAR on the SEC
website at www.sec.gov. In addition, copies of the Schedule TO and
the documents filed with it may be obtained free of charge by
contacting the Group at 25 Gresham Street, London EC2V 7HN,
England.
Offer restrictions
This announcement or the Offer to Purchase do not constitute an
offer or an invitation to participate in the Offer in any
jurisdiction in or from which, or to any person to whom, it is
unlawful to make the relevant offer or invitation under applicable
laws. The distribution or communication of this announcement or the
Offer to Purchase in certain jurisdictions may be restricted by
law. Persons into whose possession this announcement or 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.
United Kingdom
The 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 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 the Group or other persons
within Article 43(2) 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.
France
This announcement, the Offer to Purchase and any other documents
or offering materials relating to the Offer 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. This announcement and Offer to Purchase have
not been and will not be submitted for clearance to the Autorité
des marchés financiers.
Republic of Italy
None of the Offer, the Offer to Purchase, this announcement or
any other documents or materials relating to the Offer have been or
will be submitted to the clearance procedure of the CONSOB pursuant
to Italian laws and regulations.
The 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.
A holder located in the Republic of Italy can tender some or all
of its Securities 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-à-vis its clients in
connection with the Securities or the Offer.
Canada
The Offer and any solicitation in respect thereof, are not being
made, directly or indirectly, in Canada or to holders of the
Securities who are resident and/or located in any province or
territory of Canada. This announcement and Offer to Purchase have
not been filed with any securities commission or similar regulatory
authority in Canada in connection with the Offer, and the
Securities have not been, and will not be, qualified for tender
under the securities laws of Canada or any province or territory
thereof and no securities commission or similar regulatory
authority in Canada has reviewed or in any way passed upon this
announcement or the Offer to Purchase, any other documents or
materials relating to the Offer and any representation to the
contrary is an offence. Accordingly, Canadian holders of the
Securities are hereby notified that, to the extent such holders of
Securities are persons or entities resident and/or located in
Canada, the Offer is not available to them and they may not accept
the Offer. As such, any tenders of Securities received from such
persons or entities shall be ineffective and void. Copies of this
announcement or the Offer to Purchase or of any other document
relating to the Offer be distributed or made available in Canada.
This announcement, the Offer to Purchase and any other documents or
offering materials relating to the Offer may not be distributed in
Canada and this announcement or the Offer to Purchase do not
constitute an offer or an invitation to participate in the Offer to
any person resident in Canada.
General
The Offer does not constitute an offer to buy or the
solicitation of an offer to sell Securities 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 or registered dealer and
the Dealer Manager or, where the context so requires, any of its
affiliates is such a licensed broker or dealer or registered 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 Offeror and its affiliates expressly reserve the right at
any time or from time to time following completion or termination
of the Offer (subject to Rule 13e-4(f) under the Exchange Act which
prohibits us and our affiliates from purchasing any Securities
other than in the Offer until at least ten business days after the
Expiration Date), to purchase or exchange or offer to purchase or
exchange Securities or to issue an invitation to submit offers to
sell Securities (including, without limitation, those tendered
pursuant to the Offer but not accepted for purchase) through open
market purchases, privately negotiated transactions, tender offers,
exchange offers or otherwise, in each case on terms that may be
more or less favorable than those contemplated by the Offer.
FORWARD-LOOKING STATEMENTS
This announcement contains certain forward-looking statements
within the meaning of Section 21E of the US Securities Exchange Act
of 1934, as amended, and section 27A of the US Securities Act of
1933, as amended, with respect to Lloyds Banking Group plc together
with its subsidiaries (the "Group") and its current goals and
expectations. Statements that are not historical or current facts,
including statements about the Group's or its directors' and/or
management's beliefs and expectations, are forward looking
statements. Words such as, without limitation, 'believes',
'achieves', 'anticipates', 'estimates', 'expects', 'targets',
'should', 'intends', 'aims', 'projects', 'plans', 'potential',
'will', 'would', 'could', 'considered', 'likely', 'may', 'seek',
'estimate', 'probability', 'goal', 'objective', 'deliver',
'endeavour', 'prospects', 'optimistic' and similar expressions or
variations on these expressions are intended to identify forward
looking statements. These statements concern or may affect future
matters, including but not limited to: projections or expectations
of the Group'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; the Group's future
financial performance; the level and extent of future impairments
and write-downs; the Group's ESG targets and/or commitments;
statements of plans, objectives or goals of the Group or its
management and other statements that are not historical fact;
expectations about the impact of COVID-19; and statements of
assumptions underlying such 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 (including but not limited to the payment of
dividends) to differ materially from forward looking statements
include, but are not limited to: general economic and business
conditions in the UK and internationally; market related risks,
trends and developments; risks concerning borrower and counterparty
credit quality; fluctuations in interest rates, inflation, exchange
rates, stock markets and currencies; volatility in credit markets;
volatility in the price of the Group's securities; any impact of
the transition from IBORs to alternative reference rates; the
ability to access sufficient sources of capital, liquidity and
funding when required; changes to the Group's credit ratings; the
ability to derive cost savings and other benefits including, but
without limitation, as a result of any acquisitions, disposals and
other strategic transactions; inability to capture accurately the
expected value from acquisitions; potential changes in dividend
policy; the ability to achieve strategic objectives; insurance
risks; management and monitoring of conduct risk; exposure to
counterparty risk; credit rating risk; tightening of monetary
policy in jurisdictions in which the Group operates; instability in
the global financial markets, including within the Eurozone, and as
a result of ongoing uncertainty following the exit by the UK from
the European Union (EU) and the effects of the EU-UK Trade and
Cooperation Agreement; political instability including as a result
of any UK general election and any further possible referendum on
Scottish independence; operational risks; conduct risk;
technological changes and risks to the security of IT and
operational infrastructure, systems, data and information resulting
from increased threat of cyber and other attacks; natural pandemic
(including but not limited to the COVID-19 pandemic) and other
disasters; inadequate or failed internal or external processes
or systems; acts of hostility or terrorism and responses to those
acts, or other such events; geopolitical unpredictability; the war
between Russia and Ukraine; risks relating to sustainability and
climate change (and achieving climate change ambitions), including
the Group's ability along with the government and other
stakeholders to measure, manage and mitigate the impacts of climate
change effectively; changes in laws, regulations, practices and
accounting standards or taxation; changes to regulatory capital or
liquidity requirements and similar contingencies; assessment
related to resolution planning requirements; the policies and
actions of governmental or regulatory authorities or courts
together with any resulting impact on the future structure of the
Group; failure to comply with anti-money laundering, counter
terrorist financing, anti-bribery and sanctions regulations;
failure to prevent or detect any illegal or improper activities;
projected employee numbers and key person risk; increased labour
costs; assumptions and estimates that form the basis of the Group's
financial statements; the impact of competitive conditions; and
exposure to legal, regulatory or competition proceedings,
investigations or complaints. A number of these influences and
factors are beyond the Group's control. Please refer to the latest
Annual Report on Form 20-F filed by Lloyds Banking Group plc with
the US Securities and Exchange Commission (the SEC), which is
available on the SEC's website at www.sec.gov , for a discussion of
certain factors and risks. Lloyds Banking Group plc may also make
or disclose written and/or oral forward-looking statements in other
written materials and in oral statements made by the directors,
officers or employees of Lloyds Banking Group plc to third parties,
including financial analysts. Except as required by any applicable
law or regulation, the forward-looking statements contained in this
document are made as of today's date, and the Group expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward looking statements contained in
this document whether as a result of new information, future events
or otherwise. The information, statements and opinions contained in
this document do not constitute a public offer under any applicable
law or an offer to sell any securities or financial instruments or
any advice or recommendation with respect to such securities or
financial instruments.
Further Information
This announcement contains inside information in relation to the
Securities and is disclosed in accordance with the Market Abuse
Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). For
the purposes of UK MAR and Article 2 of the binding technical
standards published by the Financial Conduct Authority in relation
to UK MAR as regards Commission Implementing Regulation (EU)
2016/1055, this announcement is made by Douglas Radcliffe, Group
Investor Relations Director.
For further information please contact:
Group Corporate Treasury:
Liz Padley
Non Bank Entities Treasurer & Head of Capital and Recovery
and Resolution
Telephone: +44 (0)20 7158 1737
Email: Claire-Elizabeth.Padley@LloydsBanking.com
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
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