RNS Number : 7038C
Lloyds Banking Group PLC
18 November 2009
108/09 18 November 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OR TO ANY PERSON LOCATED OR
RESIDENT IN THE REPUBLIC OF ITALY
Unadjusted Conversion Price Announcement - Non US Exchange Offer
Further to the announcement on 3 November 2009, pursuant to which Lloyds
Banking Group plc ("Lloyds Banking Group") invited Holders of certain Existing
Securities to Offer to Exchange their Existing Securities for Enhanced Capital
Notes, or, in the case of the Non-U.S. Exchange Offer only, an Exchange
Consideration Amount, Lloyds Banking Group hereby announces the Unadjusted
Conversion Price and each Fixed Rate of Exchange, as set out in the Exchange
Offer Memorandum dated 3 November 2009.
Unadjusted Conversion Price
The Unadjusted Conversion Price, determined by the Lead Dealer Managers in
accordance with the procedures set out in the Exchange Offer Memorandum, is
89.7246 pence.
The Unadjusted Conversion Price was calculated based upon the arithmetic
average of the daily per share Volume-Weighted Average Price ("VWAP") of
Ordinary Shares on the London Stock Exchange (calculated in sterling) for each
of the five consecutive trading days, as set out below:
Trading Day VWAP per Ordinary Share
11 November 2009 87.7229 pence
12 November 2009 89.8848 pence
13 November 2009 89.6939 pence
16 November 2009 90.0671 pence
17 November 2009 91.2545 pence
The Unadjusted Conversion Price shall apply to all series of ECNs and
Additional ECNs issued pursuant to the Exchange Offer, and will be adjusted by
application of the Rights Issue Factor in order to calculate the Conversion
Price. The Conversion Price will be announced by Lloyds Banking Group on 27
November 2009.
Fixed Rates of Exchange
In addition, the Lead Dealer Managers have determined the Fixed Rates of
Exchange set out below in accordance with the procedures described in the
Exchange Offer Memorandum. Each Fixed Rate of Exchange represents the spot rate
of exchange of the relevant currency into sterling prevailing at or about noon
(London time) on 17 November 2009, and will be used for the purpose of
determining acceptances of Offers to Exchange up to the Maximum ECN New Issue
Amount and the Maximum Exchange Consideration Amount).
Currency Fixed Rate of Exchange
Euro 1.1262
U.S. dollars 1.6778
Yen 149.57
Capitalised terms used, but not otherwise defined in this announcement, shall
have the meanings given to them in the Exchange Offer Memorandum dated 3
November 2009 relating to the Non-U.S. Exchange Offer.
- END -
For further information:
Investor Relations
Michael Oliver +44 (0) 20 7356 2167
Director of Investor Relations
Email: michael.oliver@ltsb-finance.co.uk
Moira d'Arcy +44 (0) 20 7356 2164
Head of Debt Investor Relations
Email: moira.d'arcy@ltsb-finance.co.uk
Media Relations
Sara Evans +44 (0) 20 7356 2075
Media Relations Manager
Email: sara.evans2@lloydstsb.co.uk
In addition, requests for information in relation to the Non-U.S. Exchange
Offer may be directed to:
JOINT GLOBAL CO-ORDINATORS, JOINT SPONSORS, LEAD DEALER MANAGERS AND JOINT
STRUCTURING ADVISERS
Merrill Lynch International
Merrill Lynch Financial Centre
2 King Edward Street
London EC1A 1HQ
United Kingdom
UBS Limited
1 Finsbury Avenue
London EC2M 2PP
United Kingdom
Tel: +44 20 7995 3715
Fax: +44 20 7995 8582
Attention: Liability Management -
John Cavanagh
email: john.m.cavanagh@baml.com Tel: +44 20 7567 0525
Fax: +44 20 7568 5332
Attention: Liability Management Group
email: OL-Lloyds-Exchange@ubs.com
The other Dealer Managers in connection with the Non-U.S. Exchange Offer are:
DEALER MANAGERS
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
United Kingdom
Tel: +44 20 7986 8969
Attention: Liability Management
Graham Bahan
email: liabilitymanagement.europe@citi.com Tel: +44 20 7552 9912
Fax: +44 20 7774 4477
Attention: European Fixed Income Syndicate
Oliver Sedgwick
email: oliver.sedgwick@gs.com
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom J.P. Morgan Securities Ltd.
125 London Wall
London EC2Y 5AJ
United Kingdom
Tel: +44 20 7991 5874
Attention: Liability Management - Andrew Montgomery
email: liability.management@hsbcib.com Tel: +44 20 7779 2468
Attention: FIG Syndicate - Richard Howard
email: richard.v.howard@jpmorgan.com
FORWARD LOOKING STATEMENTS
This announcement contains forward looking statements with respect to the
business, strategy and plans of Lloyds Banking Group, its current goals and
expectations relating to its future financial condition and performance. By
their nature, forward looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the
future. The Group's actual future results may differ materially from the
results expressed or implied in these forward looking statements as a result of
a variety of factors, including UK domestic and global economic and business
conditions, the ability to derive cost savings and other benefits as well as to
mitigate exposures from the acquisition and integration of HBOS, risks
concerning borrower quality, market related trends and developments, changing
demographic trends, changes in customer preferences, changes to regulation, the
policies and actions of governmental and regulatory authorities in the UK or
jurisdictions outside the UK, including other European countries and the U.S.,
exposure to regulatory scrutiny, legal proceedings or complaints, competition
and other factors. Please refer to the latest Annual Report on Form 20-F filed
with the U.S. Securities and Exchange Commission for a discussion of such
factors. The forward looking statements contained in this announcement are made
as at the date of this announcement, and the Group undertakes no obligation to
update any of its forward looking statements.
DISCLAIMER
This announcement must be read in conjunction with the exchange offer
memorandum for the Non-U.S. Exchange Offer dated 3 November 2009 (the "Non-U.S.
Exchange Offer Memorandum"). This announcement and the Non-U.S. Exchange Offer
Memorandum contain important information which must be read carefully before
any decision is made with respect to the Non-U.S. Exchange Offer. If any Holder
is in any doubt as to the action it should take, it is recommended to seek its
own legal, tax, financial and accounting advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor, accountant or
other independent financial adviser. Any individual or company whose Existing
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 Non-U.S. Exchange Offer. None of the Dealer Managers, the Exchange
Agent, the ECN Trustee, or any person who controls, or is a director, officer,
employee or agent of such persons, or any affiliate of such persons, makes any
recommendation as to whether Holders should participate in the Non-U.S.
Exchange Offer. No offer or invitation to acquire or exchange any securities is
being made pursuant to this announcement. Neither this announcement nor the
Non-U.S. Exchange Offer Memorandum constitute an invitation to participate in
the Non-U.S. Exchange Offer in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such invitation under applicable
securities laws and offers of Existing Securities for exchange pursuant to the
Non-U.S. Exchange Offer will not be accepted from Holders in any jurisdiction
where such invitation is unlawful.
The distribution of this announcement and the Non-U.S. Exchange Offer
Memorandum in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement and/or the Non-U.S. Exchange Offer
Memorandum come are required by each of the ECN Issuers, Lloyds Banking Group,
the Dealer Managers and the Exchange Agent to inform themselves about, and to
observe, any such restrictions.
OFFER RESTRICTIONS
European Economic Area
This announcement and the Non-U.S. Exchange Offer Memorandum have been prepared
on the basis that the Non-U.S. Exchange Offer will either be made pursuant to
an exemption under the Prospectus Directive, as implemented in Member States of
the EEA, from the requirement to produce a prospectus for offers of the ECNs or
the relevant Exchange Consideration or by the use of the Non-U.S. Exchange
Offer Memorandum, as a prospectus approved by the UKLA and prepared in
accordance with the Prospectus Directive and the Prospectus Rules made under
section 73A of FSMA and passported to the EEA Permitted Jurisdictions.
Accordingly, any person making or intending to make an Offer to Exchange within
the EEA should only do so in the EEA Permitted Jurisdictions using the Non-U.S.
Exchange Offer Memorandum, or, in any other EEA jurisdiction, in circumstances
in which no obligation arises for the ECN Issuers, Lloyds Banking Group or any
of the Dealer Managers to produce a prospectus for such offer.
United States
The Non-U.S. Exchange Offer is 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 or to, or for the account or
benefit of, U.S. persons. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone and the internet. Accordingly,
copies of this announcement, the Non-U.S. Exchange Offer Memorandum and any
other documents or materials relating to the Non-U.S. Exchange Offer 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 or to U.S.
persons and the Existing Securities for the Non-U.S. Exchange Offer cannot be
Offered for Exchange by any such use, means, instruments or facilities or from
within the United States or by U.S. persons. Any purported Offer to Exchange
such Existing Securities resulting directly or indirectly from a violation of
these restrictions will be invalid, and any purported Offer to Exchange made by
a U.S. person, a resident of the United States or from the United States or
from any agent, fiduciary or other intermediary acting on a nondiscretionary
basis for a principal giving instructions from within the United States or for
a U.S. person will be invalid and will not be accepted.
Neither this announcement nor the Non-U.S. Exchange Offer Memorandum constitute
an offer of securities for sale in the United States or to U.S. persons. The
New Securities have not been, and will not be, registered under the Securities
Act or the securities laws of any state or jurisdiction of the United States,
and may not be offered, sold or delivered, directly or indirectly, in the
United States or to, or for the account or benefit of, U.S. persons. There
will be no public offering of securities in the United States. The purpose of
this announcement and the Non-U.S. Exchange Offer Memorandum is limited to the
Non-U.S. Exchange Offer, and neither this announcement nor the Non-U.S.
Exchange Offer Memorandum may be sent or given to any person other than in an
offshore transaction in accordance with Regulation S under the Securities Act.
Each Holder of Existing Securities participating in the Non-U.S. Exchange Offer
will represent that it is not a U.S. person and is participating in the
Non-U.S. Exchange Offer in accordance with Regulation S under the Securities
Act and that it is not participating in the Non-U.S. Exchange Offer from the
United States nor is it a U.S. person or an agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States or for a U.S. person.
Italy
This announcement and the Non-U.S. Exchange Offer is not being made in the
Republic of Italy. The Non-U.S. Exchange Offer, this announcement and the
Non-U.S. Exchange Offer Memorandum have not been submitted to the clearance
procedure of the Commissione Nazionale per le Societa` e la Borsa (''CONSOB'')
pursuant to Italian laws and regulations. Accordingly, the Non-U.S. Exchange
Offer is not made or made available to holders of Existing Securities who are
Italian residents and/or persons located in the Republic of Italy and they may
not submit acceptances relating to Existing Securities in respect of the
Non-U.S. Exchange Offer and, as such, any acceptances received from or on
behalf of such Holders of Existing Securities shall be ineffective and void.
Neither the Non-U.S. Exchange Offer Memorandum nor any other information
material relating to the Non-U.S. Exchange Offer or the Existing Securities may
be distributed or made available in the Republic of Italy.
Belgium
Neither this announcement, the Non-U.S. Exchange Offer Memorandum nor any
other offering material has been submitted or will be submitted for approval or
recognition to the Belgian Banking, Finance and Insurance Commission
(''Commission bancaire, financière et des assurances/Commissie voor het Bank-,
Financie- en Assurantiewezen''). The Non-U.S. Exchange 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 1 April 2007 on public takeover bids or as defined in Article 3
of the Belgian Law of 16 June 2006 on the public offer of placement instruments
and the admission to trading of placement instruments on regulated markets (the
''Belgian Public Offer Law''), each as amended or replaced from time to time.
Accordingly, the Non-U.S. Exchange Offer may not be advertised and the Non-U.S.
Exchange Offer will not be extended and no Non-U.S. Exchange Offer Memorandum,
other memorandum, information circular, brochure or any similar document has or
will be distributed, directly or indirectly, to any person in Belgium other
than ''qualified investors'' in the meaning of Article 10 of the Belgian Public
Offer Law (as amended from time to time). This announcement and the Non-U.S.
Exchange Offer Memorandum have been issued only for the personal use of the
above qualified investors and exclusively for the purpose of the Non-U.S.
Exchange Offer. Accordingly, the information contained herein and in the
Non-U.S. Exchange Offer Memorandum, may not be used for any other purpose or
disclosed to any other person in Belgium.
General
The Dealer Managers, the Registrars and the Exchange Agent (and their
respective directors, employees or affiliates) make no representations or
recommendations whatsoever regarding this document or the Non-U.S. Exchange
Offer. The Exchange Agent is the agent of the ECN Issuers and Lloyds Banking
Group and owes no duty to any Holder. None of Lloyds Banking Group, the ECN
Issuers, the Dealer Managers, the Registrars or the Exchange Agent makes any
recommendation as to whether or not Holders should participate in the Non-U.S.
Exchange Offer.
The Non-U.S. Exchange Offer does not constitute an offer to buy or the
solicitation of an offer to sell the Existing Securities and/or the New
Securities in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities or other laws require
the Non-U.S. Exchange Offer to be made by a licensed broker or dealer and
either of the Dealer Managers or any of their respective affiliates is such a
licensed broker or dealer in that jurisdiction, the Non-U.S. Exchange Offer
shall be deemed to be made on behalf of Lloyds Banking Group and the ECN
Issuers by such Dealer Manager or affiliate (as the case may be) in such
jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Unadjusted Conversion Price Announcement - Non US Exchange Offer
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