NOT FOR DISTRIBUTION TO ANY US PERSON OR IN OR INTO THE UNITED STATES OR TO ANY
PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (SEE "OFFER RESTRICTIONS"
BELOW)
EXCHANGE OFFER AND PUBLICATION OF EXCHANGE OFFER MEMORANDUM
LLOYDS BANKING GROUP PLC ANNOUNCES AN INVITATION TO EXCHANGE CERTAIN EXISTING
SECURITIES FOR ENHANCED CAPITAL NOTES GUARANTEED BY LLOYDS BANKING GROUP PLC OR
LLOYDS TSB BANK PLC, OR AN EXCHANGE CONSIDERATION AMOUNT TO BE SATISFIED IN NEW
SHARES AND/OR CASH AND/OR ADDITIONAL ENHANCED CAPITAL NOTES
LBG Capital No.1 plc ("LBG Capital No.1"), a wholly-owned indirect subsidiary
of Lloyds Banking Group plc, has today invited all holders of the Existing
Securities specified in the Appendix hereto (subject to certain offer
restrictions set out in the Exchange Offer Memorandum (as defined below)), to
Offer to Exchange any or all of their Existing Securities that are outstanding,
in accordance with the relevant Exchange Priority and upon the terms and
subject to the conditions set out in the Exchange Offer Memorandum (the
"Exchange Offer").
Holders of the Existing Securities are invited to Offer to Exchange such
securities for (i) Enhanced Capital Notes (the "ECNs") or (ii) the relevant
Exchange Consideration as specified in the Exchange Offer Memorandum, to be
delivered in the form of New Shares, cash or, in certain limited circumstances,
Additional ECNs.
Rationale for the Exchange Offer
The Exchange Offer forms part of a wider package of proposals (the
"Proposals"), under which the Group will, subject to shareholder approval: (i)
generate at least £7.5 billion in core tier one and/or nominal value of
contingent core tier 1 capital through the Exchange Offer and/or related
arrangements; and (ii) raise £13.5 billion (£13 billion net of expenses) by way
of a Rights Issue. The Board believes that the Proposals, which are fully
underwritten, provide a significantly more attractive alternative to
participating in the UK Government Asset Protection Scheme and offer superior
economic value to shareholders. Further details regarding the Proposals were
announced by the Company today and can be found on its website at:
www.lloydsbankinggroup.com/investors.asp.
Capitalised terms used and not otherwise defined in this announcement have the
meaning given in the Exchange Offer Memorandum dated 3 November 2009 (the
"Exchange Offer Memorandum"). The Exchange Offer Memorandum is available for
viewing on Lloyds Banking Group's website, as set out below.
The Existing Securities
The Exchange Offer is being conducted with respect to 52 series of Existing
Securities, comprising Upper Tier 2 securities in an aggregate principal amount
of £2.52 billion, innovative Tier 1 securities in an aggregate principal amount
of £7.68 billion and preference shares (or equivalents) with an aggregate
liquidation preference of £4.09 billion, all as more particularly set out in
the Appendix to this announcement. Subject to the terms and conditions of the
Exchange Offer, Holders of Existing Securities will be invited to Offer to
Exchange their Existing Securities in exchange for ECNs or for an Exchange
Consideration Amount to be satisfied by the delivery or payment of New Shares
and/or, at the election of LBG Capital No.1, cash and/or, in certain limited
circumstances described in the Exchange Offer Memorandum, Additional ECNs.
The Existing Securities may be adversely affected by the outcome of
negotiations between the Company, HM Treasury and the European Commission.
These negotiations have made clear that the European Commission intends to
require a commitment that members of the Group will not make a discretionary
payment of coupons or dividends on hybrid capital securities issued by members
of the Group (other than members of the Company's insurance group) and blocks
on the exercise of optional early redemption features (capital calls) for a
period of two years commencing 31 January 2010 (the ''Affected Period''). A
list of the relevant affected securities and certain information regarding the
payment of interest and dividends thereon during the Affected Period, is set
out in Appendix 9 to the Exchange Offer Memorandum.
It is the current intention of the Company that any decision to exercise
capital calls in any Existing Securities that remain outstanding following the
Affected Period and which belong to a class or series of Applicable Securities,
will be made on an economic basis. As used above, ''Applicable Securities''
means Existing Securities belonging to a class or series (a) the holders of
some of which had their Offers to Exchange accepted in the Exchange Offer (or
in the U.S. Exchange Offer) in accordance with the Exchange Priorities set out
in Appendices 1 and 2 to the Exchange Offer Memorandum (or, in relation to the
U.S. Exchange Offer, the equivalent Exchange Priority described in the exchange
offer memorandum relating to the U.S. Exchange Offer) or (b) which appears in
the relevant Exchange Priority ahead of the lowest ranking class or series
falling within (a) above.
The New Securities
The New Securities comprise the ECNs and New Shares. For the purposes of the
Exchange Offer, the ECNs will be new lower tier 2 capital qualifying bonds
which will automatically convert into ordinary shares of Lloyds Banking Group
if the Group's published consolidated core tier 1 capital ratio falls to less
than 5 per cent. The ECNs will have the benefit of a guarantee from either
Lloyds Banking Group or Lloyds TSB Bank and of a deed poll to be entered into
by Lloyds Banking Group in favour of the holders thereof. The ECNs contain
non-discretionary payment provisions and, unlike the Existing Securities, have
a fixed maturity date. Accordingly, the ECNs will not be affected by the coupon
and dividend blocker restrictions described above.
The New Shares comprise ordinary shares of Lloyds Banking Group.
Exchange Options and Exchange Priorities
Holders who wish to participate in the Exchange Offer may choose from four
Exchange Options through which to Offer to Exchange their Existing Securities
(all as more particularly described in Part VI (''The Exchange Offer - Terms of
the Exchange Offer'') of the Exchange Offer Memorandum) as follows:
Exchange Option 1 - Exchange into ECNs only
Holders are entitled to Offer to Exchange their Existing Securities for the
relevant series of ECNs as set out in Part III (''Summary Offering Table and
Exchange Options Overview'') of the Exchange Offer Memorandum.
Exchange Option 2 - Exchange for the relevant Exchange Consideration only
Holders are entitled to Offer to Exchange their Existing Securities for a
consideration calculated by reference to the relevant Exchange Consideration
Amount set out in the Exchange Offer Memorandum, which will be delivered to
Holders in the form of New Shares and/or, at the election of LBG Capital No.1,
cash and/or, in certain limited circumstances, Additional ECNs.
Exchange Option 3 - Exchange into ECNs or, failing which, the relevant Exchange
Consideration
Holders are entitled to Offer to Exchange their Existing Securities for the
relevant series of ECNs as set out in the Exchange Offer Memorandum. In the
event that a Holder's Offer to Exchange is not accepted for ECNs pursuant to
the ECN Priority, such Offer to Exchange may in certain circumstances be
treated as an Offer to Exchange for the relevant Exchange Consideration Amount.
The relevant ECN Issuer or Lloyds Banking Group (as the case may be) may then
accept such Offers to Exchange in accordance with the ECA Priority.
Exchange Option 4 - Exchange for the relevant Exchange Consideration or,
failing which, ECNs
Holders are entitled to Offer to Exchange their Existing Securities for a
consideration calculated by reference to the relevant Exchange Consideration
Amount which will be delivered to Holders in the form of New Shares and/or, at
the election of LBG Capital No.1, cash and/or, in certain limited
circumstances, Additional ECNs. In the event that a Holder's Offer to Exchange
is not accepted for the relevant Exchange Consideration Amount pursuant to the
ECA Priority, such Offer to Exchange may in certain circumstances be treated as
an Offer to Exchange into ECNs. The relevant ECN Issuer or Lloyds Banking Group
(as the case may be) may then accept such Offers to Exchange in accordance with
the ECN Priority.
Upon expiration of the Exchange Offer Period, the relevant ECN Issuer or Lloyds
Banking Group (as the case may be) will, if it accepts any Offers to Exchange,
accept Offers to Exchange in accordance with the ECA Priority (as set out in
Appendix 1 (''ECA Priority'') to the Exchange Offer Memorandum) when accepting
Offers to Exchange for the relevant Exchange Consideration Amount, and in
accordance with the ECN Priority (as set out in Appendix 2 (''ECN Priority'')
to the Exchange Offer Memorandum) when accepting Offers to Exchange into ECNs,
in each case in accordance with the operation of the Exchange Priorities
described in Appendix 3 (''Interaction of Exchange Options and Exchange
Priorities'') to the Exchange Offer Memorandum.
The ECN Issuer and Lloyds Banking Group will accept Offers to Exchange into (i)
ECNs up to an aggregate principal amount equivalent to £5.5 billion (the
"Maximum ECN New Issue Amount"); and (ii) the relevant Exchange Consideration
Amount up to an aggregate amount equal to £1.5 billion (the "Maximum Exchange
Consideration Amount").
Exchange Ratio
Holders whose Offers to Exchange their Existing Securities have been accepted
pursuant to the ECN Priority will receive ECNs of the relevant series specified
in Part III of the Exchange Offer Memorandum, in an aggregate principal amount
equal to the aggregate principal amount/liquidation preference of the
corresponding series of Existing Securities which has been accepted for
exchange. Such ECNs will be issued on the Early Settlement Date, expected to be
on or around 1 December 2009.
Holders whose Offers to Exchange their Existing Securities have been accepted
pursuant to the ECA Priority will, receive either (or, in limited
circumstances, a combination of):
(i) such number of New Shares per £1,000, €1,000, U.S.$1,000 or ¥1,000 (as
applicable) in principal amount/liquidation preference of Existing Securities
which are accepted for exchange, equal to the relevant Exchange Consideration
Amount divided by the product of the New Shares Price and the relevant FX Rate
(if applicable); or
(ii) an amount in cash (in the same currency as the relevant series or
class of Existing Securities) equal to the relevant Exchange Consideration
Amount per £1,000, €1,000, U.S.$1,000 or ¥1,000 (as applicable) in principal
amount/liquidation preference of Existing Securities which are accepted for
exchange, payable in the same currency as the relevant series or class of
Existing Securities which has been accepted for exchange; or
(iii) in the limited circumstances set out in the Exchange Offer
Memorandum, Additional ECNs, in an aggregate principal amount equal to the
aggregate principal amount/liquidation preference of the corresponding series
of Existing Securities which has been accepted for exchange.
The relevant Exchange Consideration will be issued or, as the case may be,
settled in cash approximately 90 days after the Expiration Deadline on the Late
Settlement Date, expected to be on or around 18 February 2010.
Pricing of the New Securities
Conversion Price of the ECNs
The Conversion Price of the ECNs will be calculated by the Lead Dealer Managers
by (i) taking the greater of (a) the arithmetic average of the daily per share
Volume-Weighted Average Price of Ordinary Shares on the London Stock Exchange
(calculated in sterling), as displayed under the heading ''Bloomberg VWAP'' on
Bloomberg Page ''LLOY <equity> AQR'' (or its equivalent successor page if such
page is not available), for each of the five consecutive trading days
commencing on (and including) 11 November 2009 and ending on (and including) 17
November 2009 and (b) 90 per cent of the closing price of Ordinary Shares on
the London Stock Exchange on 17 November 2009 (the ''Unadjusted Conversion
Price'' or "UCP"), and (ii) multiplying the Unadjusted Conversion Price by the
Rights Issue Factor.
The Unadjusted Conversion Price will be announced on 18 November 2009, and the
Conversion Price will be announced on 27 November 2009. The Conversion Price
shall apply to all series of ECNs and shall be subject to adjustment from time
to time in accordance with the ECN Deed Poll.
New Shares Price
The price of the New Shares to be issued pursuant to the Exchange Offer (the
"New Shares Price") will be calculated by the Lead Dealer Managers on 11
February 2010 and is equal to the greater of (i) the arithmetic average of the
daily per share Volume-Weighted Average Price of Ordinary Shares on the London
Stock Exchange (calculated in sterling), as displayed under the heading
''Bloomberg VWAP'' on Bloomberg Page ''LLOY <equity> AQR'' (or its equivalent
successor page if such page is not available), for each of the five consecutive
trading days commencing on (and including) 5 February 2010 and ending on and
including 11 February 2010 and (ii) 90 per cent of the closing price of
Ordinary Shares on the London Stock Exchange on 11 February 2010. The New
Shares Price will be announced on 12 February 2010 in the Exchange
Consideration Announcement.
Conditions to the Exchange Offer
Neither of the ECN Issuers nor Lloyds Banking Group will accept any Offers to
Exchange from Holders of Existing Securities unless all resolutions as may be
necessary to approve, effect and implement the Exchange Offer or the other
elements of the Proposals, and authorise and permit the creation and allotment
of New Shares, are passed at the Lloyds Banking Group General Meeting (or any
adjournment thereof).
Expected Timetable
The times and dates below are indicative only and subject to amendment by LBG
Capital No.1 with the consent of the Dealer Managers.
The expected timetable for the Exchange Offer is detailed below:
Events Dates and Times (All times are London time)
Commencement of the Exchange Offer Period 3 November 2009
Calculation of the Unadjusted Conversion Price
and each Fixed Rate of Exchange 17 November 2009
UCP Announcement 18 November 2009
Expiration Deadline 4.00 p.m.*, on 20 November 2009
Exchange Offer Results Announcement 23 November 2009
Lloyds Banking Group General Meeting 11.00 a.m., on 26 November 2009
Conversion Price Announcement 27 November 2009
Early Settlement Date Expected on 1 December 2009
Exchange Consideration Announcement 12 February 2010
Late Settlement Date Expected to be on or around 18 February 2010
*1.00 p.m. for Existing Securities held in CREST or in certificated form
Holders are advised to check with the bank, securities broker, Clearing Systems
or other Intermediary, if any, through which they hold their Existing
Securities, whether such Intermediary applies different deadlines for any of
the events specified above, and then to allow for such deadlines if they are
earlier. The deadlines set by each Clearing System for the submission and
withdrawal of Exchange Instructions will also be earlier than the relevant
deadlines specified above and in the Exchange Offer Memorandum and, in the case
of Existing Securities held in CREST, the deadline for delivery of Non-Clearing
System Exchange Instructions and TTE Instructions is 1.00p.m., London time.
Publication of Exchange Offer Memorandum
The Exchange Offer Memorandum has been approved as a prospectus by the UK
Listing Authority and is available for viewing on Lloyds Banking Group's
website at:
www.lloydsbankinggroup.com/investors.asp.
Eligible holders of the Existing Securities are advised to read carefully the
Exchange Offer Memorandum for full details of and information on the procedures
for participating in the Exchange Offer. Subject to applicable law and as
provided in the Exchange Offer Memorandum, LBG Capital No.1 may, with the prior
consent of the Dealer Managers (such consent not to be unreasonably withheld or
delayed), extend, re-open, amend, waive any condition of or terminate the
Exchange Offer at any time.
Separate U.S. Exchange Offer
A separate exchange offer will be made in certain countries outside the United
States and to certain sophisticated holders in the United States who are
''qualified institutional buyers'' as defined in Rule 144A of the Securities
Act with respect to 6 series of existing securities, comprising upper tier 2
securities in an aggregate principal amount of £1.72 billion and innovative
tier 1 securities in an aggregate principal amount of £0.45 billion. Details of
such exchange offer are contained in a separate exchange offer memorandum dated
3 November 2009.
The Exchange Offer is not being made in the United States or Italy or to any
U.S. person or to any person located or resident in Italy and is also
restricted in other jurisdictions.
Requests for information in relation to the Exchange Offer should be directed
to the Dealer Managers:
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
JOINT STRUCTURING ADVISER
Lloyds Banking Group plc
25 Gresham Street
London EC2V 7HN
United Kingdom
The other Dealer Managers in connection with the Exchange Offer are:
THE 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
Requests for information in relation to the procedures for exchanging Existing
Securities in, and for any documents or materials relating to, the Exchange
Offer should be directed to the Exchange Agent:
EXCHANGE AGENT
Lucid Issuer Services Limited
436 Essex Road
London N1 3QP
United Kingdom
Tel: +44 20 7704 0880
Fax: +44 20 7067 9098
Attention: Sunjeeve Patel, Lee Pellicci, Yves Theis, David Shilson
email: lbg@lucid-is.com
Requests for information in relation to Existing Securities held through CREST
and in certificated form outside of CREST should be directed to the relevant
Registrar as follows:
REGISTRARS
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
United Kingdom
Capita Registrars Limited
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
United Kingdom
Tel: 0871 384 2831
(if calling from within the UK)*
Attention: Corporate Actions
Email: offer@equiniti.com
Tel: 0871 664 9233
(if calling from within the UK)*
Calls cost 10 pence per minute from a BT landline. Other network providers'
costs may vary. Lines are open 9.00 a.m. to 5.30 p.m. Monday to Friday (except
UK public holidays). If calling from outside the UK please call +44 208 495
8082 for Equiniti Limited or +44 800 141 2241 for Capita Registrars Limited.
-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
FORWARD LOOKING STATEMENTS
This announcement contains forward looking statements with respect to the
business, strategy and plans of the 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.
APPENDIX
ISIN of Existing Securities Title of Existing Securities Principal Amount
Outstanding ECNs Exchange Ratio Series Number of ECNs ECN ISIN Exchange
Consideration Amount per £1,000, €1,000, U.S.$1,000 or ¥1,000 (as applicable)
of Existing Securities
Existing Preference Shares
XS0408828803 GB00B3KSB675 Lloyds Banking Group plc £745,431,000 6.0884%
Non-Cumulative Fixed to Floating Rate Preference Shares £745,431,000 1:1 1
XS0459086582 £700
XS0408826427 Lloyds Banking Group plc £334,951,000 6.3673% Non-Cumulative Fixed
to Floating Rate Preference Shares £334,951,000 1:1 2 XS0459086749 £700
GB00B3KSB568 Lloyds Banking Group plc £186,190,532 6.475% Non-Cumulative
Preference Shares £186,190,532 1:1 3 XS0459086822 £700
GB00B3KS9W93 Lloyds Banking Group plc £299,987,729 9.25% Non-Cumulative
Irredeemable Preference Shares £299,987,729 1:1 4 XS0459087044 £940
GB00B3KSB238 Lloyds Banking Group plc £99,999,942 9.75% Non-Cumulative
Irredeemable Preference Shares £99,999,942 1:1 5 XS0459087127 £980
XS0406095637 Lloyds Banking Group plc €500,000,000 7.875% Non-Cumulative
Preference Shares €500,000,000 1:1 6 XS0459087390 €750
XS0406095041 Lloyds Banking Group plc U.S.$1,250,000,000 7.875% Non-Cumulative
Preference Shares U.S.$1,250,000,000 1:1 7 XS0459087473 U.S.$750
XS0265483064 Saphir Finance Public Limited Company £600,000,000 6.369%
Perpetual Non-Cumulative Securities £600,000,000 1:1 8 XS0459093364 £700
XS0156372343 Lloyds TSB Bank plc U.S.$1,000,000,000 6.90% Perpetual Capital
Securities U.S.$1,000,000,000 1:1 9 XS0459087556 U.S.$880
XS0109138536 (Reg S)
XS0109138882 (144A) Bank of Scotland Capital Funding L.P. £250,000,000 8.117%
Non-cumulative Perpetual Preferred Securities, Class A £250,000,000 1:1 10
XS0459087630 £860
GB0058322420 HBOS Euro Finance (Jersey) L.P. €415,000,000 7.627% Fixed to
Floating Rate Guaranteed Non-Voting Non-Cumulative Preferred Securities
€415,000,000 1:1 11 XS0459087804 €870
XS0107222258 Lloyds TSB Capital 1 L.P. €430,000,000 7.375% Step-up Non-Voting
Non-Cumulative Preferred Securities €430,000,000 1:1 12 XS0459087986 €950
XS0156923913 Lloyds TSB Bank plc €500,000,000 6.35% Step-up Perpetual Capital
Securities €500,000,000 1:1 13 XS0459088018 €850
XS0107228024 Lloyds TSB Capital 2 L.P. £250,000,000 7.834% Sterling Step-up
Non-voting Non-cumulative Preferred Securities £250,000,000 1:1 14 XS0459088109
£900
XS0255242769 HBOS Capital Funding No.3 L.P. €750,000,000 4.939%
Fixed-to-Floating Rate Non-voting Non-cumulative Perpetual Preferred Securities
€750,000,000 1:1 15 XS0459088281 €730
XS0125681345 Bank of Scotland plc £150,000,000 7.286% Series A Perpetual
Regulatory Tier One Securities £150,000,000 1:1 16 XS0459088364 £810
XS0125686229 Bank of Scotland plc £150,000,000 7.281% Series B Perpetual
Regulatory Tier One Securities £150,000,000 1:1 17 XS0459088448 £800
XS0218638236 Lloyds TSB Bank plc €750,000,000 4.385% Step-up Perpetual Capital
Securities €750,000,000 1:1 18 XS0459088794 €730
XS0353590366 HBOS Capital Funding No.4 L.P. £750,000,000 9.54%
Fixed-to-Floating Rate Non-Voting Non-cumulative Perpetual Preferred Securities
£750,000,000 1:1 19 XS0459088877 £850
XS0139175821 HBOS Capital Funding L.P. £600,000,000 6.461% Guaranteed
Non-Voting Non-cumulative Perpetual Preferred Securities Series A £600,000,000
1:1 20 XS0459089099 £840
XS0408620135 Lloyds TSB Bank plc £784,611,000 13.00% Step-up Perpetual Capital
Securities £784,611,000 1:1 21 XS0459089255 £1000
XS0408623311 Lloyds TSB Bank plc €532,111,000 13.00% Euro Step-up Perpetual
Capital Securities €532,111,000 1:1 22 XS0459089412 €1000
XS0408620721 Lloyds TSB Bank plc £700,022,000 13.00% Sterling Step-up Perpetual
Capital Securities £700,022,000 1:1 23 XS0459089685 £1000
XS0109139344 (Reg S) XS0109139427 (144A) Bank of Scotland Capital Funding L.P.
£150,000,000 7.754% Non- cumulative Perpetual Preferred Securities, Class B
£150,000,000 1:1 24 XS0459089768 £840
GB0058327924 HBOS Sterling Finance (Jersey) L.P. €245,000,000 7.881% Guaranteed
Non-voting Non-cumulative Preferred Securities €245,000,000 1:1 25 XS0459089925
€890
XS0165483164 HBOS Capital Funding No.1 L.P. U.S.$1,000,000,000 6.85% Guaranteed
Non-voting Non-cumulative Perpetual Preferred Securities U.S.$1,000,000,000 1:1
26 XS0459090006 U.S.$800
Existing Notes
XS0099508698 Lloyds TSB Bank plc £410,000,000 6.625% Undated Subordinated
Step-up Notes £153,033,000 1:1 27 XS0459090188 £880
XS0111627112 HBOS plc €300,000,000 Floating Rate Undated Subordinated Step-up
Notes €72,598,000 1:1 28 XS0459090261 €820
XS0125599687 HBOS plc ¥42,500,000,000 3.50% Undated Subordinated Step-up Notes
¥42,500,000,000 1:1 29 XS0459090345 ¥850
XS0138988042 HBOS plc €500,000,000 6.05% Fixed to Floating Rate Undated
Subordinated Notes €75,380,000 1:1 30 XS0459090428 €910
XS0046690961 Bank of Scotland plc £200,000,000 8.625% Perpetual Subordinated
Notes £61,026,000 1:1 31 XS0459090691 £840
XS0188201536 HBOS plc €750,000,000 4.875% Undated Subordinated Fixed to
Floating Rate Instruments €187,049,000 1:1 32 XS0459090774 €760
XS0188201619 HBOS plc €500,000,000 Floating Rate Undated Subordinated
Instruments €113,415,000 1:1 33 XS0459090931 €680
XS0059171230 Bank of Scotland plc £100,000,000 10.25% Subordinated Undated
Instruments £58,170,000 1:1 34 XS0459091079 £910
XS0056390007 Lloyds TSB Bank plc ¥20,000,000,000 Undated Subordinated 5.57%
Step-up Coupon Notes ¥20,000,000,000 1:1 35 XS0459091152 ¥800
XS0177955381 HBOS plc €750,000,000 5.125% Undated Subordinated Fixed to
Floating Rate Notes €293,781,000 1:1 36 XS0459091236 €760
XS0063730203 Bank of Scotland plc ¥17,000,000,000 4.25% Subordinated Undated
Instruments ¥17,000,000,000 1:1 37 XS0459091319 ¥800
XS0111599311 HBOS plc £300,000,000 7.50% Undated Subordinated Step-up Notes
£4,478,000 1:1 38 XS0459091400 £810
XS0169667119 Lloyds TSB Bank plc £500,000,000 5.125% Upper Tier 2 Callable
Perpetual Subordinated Notes £153,103,000 1:1 39 XS0459091582 £800
XS0099507534 Lloyds TSB Bank plc £270,000,000 6.50% Undated Subordinated
Step-up Notes £97,457,000 1:1 40 XS0459091665 £800
XS0205326290 HBOS plc £500,000,000 5.625% Cumulative Callable Fixed to Floating
Rate Undated Subordinated Notes £4,080,000 1:1 41 XS0459091749 £760
GB0000395094 Bank of Scotland plc £100,000,000 12.00% Perpetual Subordinated
Bonds £100,000,000 1:1 42 XS0459091822 £1000
XS0166717388 HBOS plc £600,000,000 5.75% Undated Subordinated Step-up Notes
£3,509,000 1:1 43 XS0459092044 £790
XS0083932144 Bank of Scotland plc £150,000,000 7.375% Subordinated Undated
Instruments £57,815,000 1:1 44 XS0459092127 £770
GB0000395102 Bank of Scotland plc £100,000,000 8.750% Perpetual Subordinated
Bonds £100,000,000 1:1 45 XS0459092390 £860
XS0079927850 Lloyds TSB Bank plc £200,000,000 8.00% Undated Subordinated
Step-up Notes £68,869,000 1:1 46 XS0459092473 £870
GB0005242879 Bank of Scotland plc £50,000,000 9.375% Perpetual Subordinated
Bonds £50,000,000 1:1 47 XS0459092556 £900
XS0158313758 HBOS plc £500,000,000 5.75% Undated Subordinated Step-up Notes
£8,530,000 1:1 48 XS0459092630 £790
XS0099507963 Lloyds TSB Bank plc £450,000,000 6.50% Undated Subordinated
Step-up Notes £107,506,000 1:1 49 XS0459092804 £820
XS0145407507 Lloyds Banking Group plc £500,000,000 6.00% Undated Subordinated
Guaranteed Bonds £113,965,000 1:1 50 XS0459092986 £820
GB0001905362 Lloyds TSB Bank plc £100,000,000 11.75% Perpetual Subordinated
Bonds £100,000,000 1:1 51 XS0459093109 £1000
GB0000394915 Bank of Scotland plc £75,000,000 13.625% Perpetual Subordinated
Bonds £75,000,000 1:1 52 XS0459093281 £1000
DISCLAIMER
This announcement must be read in conjunction with the Exchange Offer
Memorandum. This announcement and the Exchange Offer Memorandum contain
important information which must be read carefully before any decision is made
with respect to the 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 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 Exchange Offer. No offer or invitation to acquire or
exchange any securities is being made pursuant to this announcement. Neither
this announcement nor the Exchange Offer Memorandum constitute an invitation to
participate in the 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 Exchange Offer will not be accepted from Holders in any
jurisdiction where such invitation is unlawful.
The distribution of this announcement and the Exchange Offer Memorandum in
certain jurisdictions may be restricted by law. Persons into whose possession
this announcement and/or the 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 Exchange Offer Memorandum have been prepared on the
basis that the 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 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 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 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 Exchange Offer Memorandum and any other
documents or materials relating to the 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
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 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 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. The purpose of
this announcement and the Exchange Offer Memorandum is limited to the Exchange
Offer, and neither this announcement nor the 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 Exchange Offer will
represent that it is not a U.S. person and is participating in the Exchange
Offer in accordance with Regulation S under the Securities Act and that it is
not participating in the 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 Exchange Offer is not being made in the Republic of
Italy. The Exchange Offer, this announcement and the 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 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 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 Exchange Offer Memorandum nor any
other information material relating to the Exchange Offer or the Existing
Securities may be distributed or made available in the Republic of Italy.
Belgium
Neither this announcement, the 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,
financie` re et des assurances/Commissie voor het Bank-, Financie- en
Assurantiewezen''). The 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
Exchange Offer may not be advertised and the Exchange Offer will not be
extended and no 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 Exchange Offer Memorandum have been issued
only for the personal use of the above qualified investors and exclusively for
the purpose of the Exchange Offer. Accordingly, the information contained
herein and in the 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 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 Exchange Offer.
The 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 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 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.
- END -
FORWARD LOOKING STATEMENTS
This announcement contains forward looking statements with respect to the
business, strategy and plans of the 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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LLOYDS BANKING GROUP PLC ANNOUNCES AN INVITATION TO EXCHANGE CERTAIN EXISTING SECURITIES FOR ENHANCED CAPITAL NOTES
| Source: Bank of Scotland