RNS Number : 2065D
Lloyds Banking Group PLC
27 November 2009
115/09 27 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
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 an Exchange Consideration Amount, Lloyds Banking Group hereby
announces the Conversion Price, as set out in the Exchange Offer Memorandum
dated 3 November 2009.
Conversion Price
The Conversion Price, determined by the Lead Dealer Managers in accordance with
the procedures set out in the Exchange Offer Memorandum, is £0.592093.
The Conversion Price shall apply to all series of ECNs and Additional ECNs
issued pursuant to the Exchange Offer, and is subject to adjustment from time
to time in accordance with the provisions of the ECN Deed Poll.
Rights Issue Factor
The Conversion Price was calculated by multiplying the Unadjusted Conversion
Price of 89.7246 pence per Ordinary Share (as announced by Lloyds Banking Group
on 18 November 2009) by the Rights Issue Factor. The Rights Issue Factor, as
calculated by the Lead Dealer Managers is 0.6599.
For the purposes of calculating the Rights Issue Factor in accordance with the
procedures set out in Part VI of the Exchange Offer Memorandum, the Current
Market Price per Ordinary Share 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 10 consecutive trading days, as set out below. The Current Market Price,
as calculated by the Lead Dealer Managers, is 90.9445 pence.
Trading Day
VWAP per Ordinary Share
13 November 2009
89.6939 pence
16 November 2009
90.0671 pence
17 November 2009
91.2545 pence
18 November 2009
90.4966 pence
19 November 2009
90.3275 pence
20 November 2009
89.0630 pence
23 November 2009
90.6671 pence
24 November 2009
93.0180 pence
25 November 2009
94.2844 pence
26 November 2009
90.5725 pence
Maximum Approved Amount
The Maximum Approved Amount, as calculated on 27 November 2009 in accordance
with the procedures set out in the Exchange Offer Memorandum, is 3,341,228,996.
The Maximum Approved Amount is subject to adjustment from time to time in
accordance with any adjustments made to the Conversion Price under the terms of
the ECN Deed Poll.
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-US 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-US 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-US 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 US,
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 US 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-US Exchange Offer dated 3 November 2009 (the "Non-US
Exchange Offer Memorandum"). This announcement and the Non-US Exchange Offer
Memorandum contain important information which must be read carefully before
any decision is made with respect to the Non-US 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-US 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-US 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-US
Exchange Offer Memorandum constitute an invitation to participate in the Non-US
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-US
Exchange Offer will not be accepted from Holders in any jurisdiction where such
invitation is unlawful.
The distribution of this announcement and the Non-US Exchange Offer Memorandum
in certain jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Non-US 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-US Exchange Offer Memorandum have been prepared
on the basis that the Non-US 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-US 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-US 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-US 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, US persons. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone and the internet. Accordingly,
copies of this announcement, the Non-US Exchange Offer Memorandum and any other
documents or materials relating to the Non-US 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 US persons and the
Existing Securities for the Non-US Exchange Offer cannot be Offered for
Exchange by any such use, means, instruments or facilities or from within the
United States or by US 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 US
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 US person
will be invalid and will not be accepted.
Neither this announcement nor the Non-US Exchange Offer Memorandum constitute
an offer of securities for sale in the United States or to US 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, US persons. There will be no
public offering of securities in the United States. The purpose of this
announcement and the Non-US Exchange Offer Memorandum is limited to the Non-US
Exchange Offer, and neither this announcement nor the Non-US 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-US Exchange Offer
will represent that it is not a US person and is participating in the Non-US
Exchange Offer in accordance with Regulation S under the Securities Act and
that it is not participating in the Non-US Exchange Offer from the United
States nor is it a US 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 US person.
Italy
This announcement and the Non-US Exchange Offer is not being made in the
Republic of Italy. The Non-US Exchange Offer, this announcement and the Non-US
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-US 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-US
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-US Exchange Offer Memorandum nor any other information material relating to
the Non-US Exchange Offer or the Existing Securities may be distributed or made
available in the Republic of Italy.
Belgium
Neither this announcement, the Non-US 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-US 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-US Exchange Offer may not be advertised and the Non-US
Exchange Offer will not be extended and no Non-US 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-US
Exchange Offer Memorandum have been issued only for the personal use of the
above qualified investors and exclusively for the purpose of the Non-US
Exchange Offer. Accordingly, the information contained herein and in the Non-US
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-US 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-US
Exchange Offer.
The Non-US 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-US 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-US 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.
CONVERSION PRICE ANNOUNCEMENT - NON US EXCHANGE OFFER
| Quelle: Bank of Scotland