Update on negotiations with the European Commission regarding hybrid capital
securities (including preference shares) issued by Lloyds Banking Group plc
(the "Company") and its subsidiaries (together, the "Group")
Introduction
Over the past few months, HM Treasury and the Group have been involved in
detailed negotiations with the European Commission regarding the terms of a
restructuring plan which is required in the context of a review resulting from
the state aid which has been received by the Group. The Group, together with HM
Treasury, has now finalised negotiations with the European Commission around
the terms of the restructuring plan and the Group expects to receive a formal
decision from the European Commission on the state aid position and the
restructuring plan by the end of 2009. These negotiations have included
discussions around the restrictions to be required in relation to the payment
of coupons and dividends on hybrid capital securities (including preference
shares) and on the exercise of any optional issuer call rights (''capital
calls'') applicable to such hybrid capital securities.
Dividend and Coupon Restrictions and Capital Calls
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). The Company
believes that holders of the Relevant Subject Securities (as set out below)
will be adversely affected by the Group's inability to make such payments. The
''Relevant Subject Securities'' are those securities on which the Group
currently has - or will within a contractually defined period have - no
obligation (by reason of the terms of either those or other securities) to make
payments of coupons or dividends. The Company believes that the relevant
scheduled coupon or dividend payment dates that will be subject to the
commitment not to pay dividends or coupons will be those falling within the
two-year period commencing 31 January 2010 (the ''Affected Period''), as more
fully described below.
Further, the Company, together with HM Treasury, has now finalised its
negotiations with the European Commission on the treatment of capital calls.
The Company believes that those hybrid capital securities issued by members of
the Group (other than members of the Company's insurance group) which contain
capital calls falling within the Affected Period will also be affected by the
commitment expected to be required by the European Commission and therefore
that the Group will not be able to exercise call options on any hybrid capital
securities issued by members of the Group (other than members of the Company's
insurance group) on their respective optional redemption dates during the
Affected Period. The list of Relevant Subject Securities set out below reflects
expected non-payments of coupons and dividends but does not contain all hybrid
capital securities (for example, Lower Tier 2 notes) that may be subject to the
restriction on making capital calls in the Affected Period.
The Company expects to receive a formal decision from the European Commission
on the state aid position and the restructuring plan by the end of 2009. Since
the ultimate decision regarding the commitments in relation to discretionary
coupons and dividend payments and capital calls will be taken by the College of
Commissioners, the Company is unable to give any assurances as to the outcome
of the discussions referred to above.
Relevant Subject Securities
The Relevant Subject Securities referred to above are those set out in the
table below. The holders of securities not listed below should note that
payments of coupons and dividends will only be made subject to the terms of
those securities and of other relevant parity or senior securities of the
Group. Statutory and contractual restrictions on the payment of coupons and
dividends may also apply to those securities. For example, certain securities
contain restrictions relating to (i) the sufficiency of the relevant issuer's
distributable reserves (or adjusted distributable reserves) or those of a
guarantor or (ii) a breach of the Financial Services Authority's capital
adequacy requirements at the time of, or as a result of the payment of, such
coupons or dividends. Holders are advised to review the terms and conditions of
such securities.
The Relevant Subject Securities are set out below:
ISIN
Title and Nominal Amount at date of Issue of Relevant Subject Securities
Number of coupon or dividend payments expected to be made in relation to each
Relevant Subject Security during the Affected Period*
Relevant Existing Preference Shares
XS0408828803
GB00B3KSB675
Lloyds Banking Group plc
£745,431,000 6.0884% Non-Cumulative Fixed to Floating Rate Preference Shares
-
XS0408826427
Lloyds Banking Group plc
£334,951,000 6.3673% Non-Cumulative Fixed to Floating Rate Preference Shares
-
GB00B3KSB568
Lloyds Banking Group plc
£186,190,532 6.475% Non-Cumulative Preference Shares
-
GB00B3KS9W93
Lloyds Banking Group plc
£299,987,729 9.25% Non-Cumulative Irredeemable Preference Shares
-
GB00B3KSB238
Lloyds Banking Group plc
£99,999,942 9.75% Non-Cumulative Irredeemable Preference Shares
-
XS0406095637
Lloyds Banking Group plc
€500,000,000 7.875% Non-Cumulative Preference Shares
-
XS0406095041
Lloyds Banking Group plc
U.S.$1,250,000,000 7.875% Non-Cumulative Preference Shares
-
USG5533WAB30
Lloyds Banking Group plc
U.S.$750,000,000 5.92% Series B Fixed to Floating Rate Non-Cumulative
Preference Shares
-
USG5533WAA56
Lloyds Banking Group plc
U.S.$750,000,000 6.413% Series A Fixed to Floating Rate Non-Cumulative
Preference Shares
-
US539439AB54
Lloyds Banking Group plc
U.S.$1,000,000,000 6.267% American Depositary Shares representing 1,000,000
Fixed to Floating Rate Non-Cumulative Preference Shares
-
US539439AE93
Lloyds Banking Group plc
U.S.$750,000,000 6.657% Fixed to Floating Rate Non-Cumulative Preference Shares
-
XS0265483064
Saphir Finance Public Limited Company
£600,000,000 6.369% Perpetual Non-Cumulative Securities (Lloyds Banking Group
plc £600,000,000 6.369% Preference Shares (GB00B1BQH919))
-
Relevant Existing Capital Securities
XS0107222258
Lloyds TSB Capital 1 L.P.
€430,000,000 7.375% Step-up Non-Voting Non-Cumulative Preferred Securities
(annual coupon)
1
XS0107228024
Lloyds TSB Bank Capital 2 L.P.
£250,000,000 7.834% Sterling Step-up Non-voting Non-cumulative Preferred
Securities (annual coupon)
1
XS0255242769
HBOS Capital Funding No.3 L.P.
€750,000,000 4.939% Fixed-to-Floating Rate Non-voting Non-cumulative Perpetual
Preferred Securities
-
XS0218638236
Lloyds TSB Bank plc
€750,000,000 4.385% Step-up Perpetual Capital Securities
-
XS0353590366
HBOS Capital Funding No.4 L.P.
£750,000,000 9.54% Fixed-to-Floating Rate Non-Voting Non-cumulative Perpetual
Preferred Securities
-
XS0408620135
Lloyds TSB Bank plc
£784,611,000 13.00% Step-up Perpetual Capital Securities
-
XS0408623311
Lloyds TSB Bank plc
€532,111,000 13.00% Euro Step-up Perpetual Capital Securities
-
XS0408620721
Lloyds TSB Bank plc
£700,022,000 13.00% Sterling Step-up Perpetual Capital Securities
-
Relevant Existing Notes
GB0000765403
Bank of Scotland plc
U.S.$250,000,000 Undated Floating Rate Primary Capital Notes
-
US4041A2AG96 (144A)
US4041A3AF96
(Reg S)
HBOS plc
U.S.$1,000,000,000 5.375% Undated Fixed to Floating Rate Subordinated Notes
(semi-annual coupon)
1
GB0005224307
Lloyds TSB Bank plc
U.S.$750,000,000 Primary Capital Undated Floating Rate Notes (Series 1)
(semi-annual coupon)
1
GB0005205751
Lloyds TSB Bank plc
U.S.$500,000,000 Primary Capital Undated Floating Rate Notes (Series 2)
(quarterly coupon)
2
GB0005232391
Lloyds TSB Bank plc
U.S.$600,000,000 Primary Capital Undated Floating Rate Notes (semi-annual
coupon)
1
XS0099508698
Lloyds TSB Bank plc
£410,000,000 6.625% Undated Subordinated Step-up Notes
-
XS0046690961
Bank of Scotland plc
£200,000,000 8.625% Perpetual Subordinated Notes
-
XS0188201536
HBOS plc
€750,000,000 4.875% Undated Subordinated Fixed to Floating Rate Instruments
(annual coupon)
1
XS0188201619
HBOS plc
€500,000,000 Floating Rate Undated Subordinated Instruments (quarterly coupon)
3
XS0059171230
Bank of Scotland plc
£100,000,000 10.25% Subordinated Undated Instruments (annual coupon)
1
XS0056390007
Lloyds TSB Bank plc
¥20,000,000,000 Undated Subordinated 5.57% Step-up Coupon Notes (semi-annual
coupon)
1
XS0177955381
HBOS plc
€750,000,000 5.125% Undated Subordinated Fixed to Floating Rate Notes
-
XS0063730203
Bank of Scotland plc
¥17,000,000,000 4.25% Subordinated Undated Instruments (semi-annual coupon)
2
XS0169667119
Lloyds TSB Bank plc
£500,000,000 5.125% Upper Tier 2 Callable Perpetual Subordinated Notes
-
XS0099507534
Lloyds TSB Bank plc
£270,000,000 6.50% Undated Subordinated Step-up Notes
-
XS0205326290
HBOS plc
£500,000,000 5.625% Cumulative Callable Fixed to Floating Rate Undated
Subordinated Notes
-
GB0000395094
Bank of Scotland plc
£100,000,000 12.00% Perpetual Subordinated Bonds (semi-annual coupon)
1
XS0083932144
Bank of Scotland plc
£150,000,000 7.375% Subordinated Undated Instruments (annual coupon)
1
GB0000395102
Bank of Scotland plc
£100,000,000 8.750% Perpetual Subordinated Bonds (semi-annual coupon)
1
XS0079927850
Lloyds TSB Bank plc
£200,000,000 8% Undated Subordinated Step-up Notes
-
GB0005242879
Bank of Scotland plc
£50,000,000 9.375% Perpetual Subordinated Bonds (semi-annual coupon)
1
XS0099507963
Lloyds TSB Bank plc
£450,000,000 6.50% Undated Subordinated Step-up Notes
-
XS0145407507
Lloyds Banking Group plc
£500,000,000 6.00% Undated Subordinated Guaranteed Bonds
-
GB0000394915
Bank of Scotland plc
£75,000,000 13.625% Perpetual Subordinated Bonds
-
*
Note: subject to the availability of distributable reserves and to the issuer
or the Group not being in breach of FSA capital adequacy requirements, where
applicable.
This announcement does not constitute a prospectus or prospectus equivalent
document.
Neither the content of Lloyds Banking Group's website nor any website
accessible by hyperlinks on Lloyds Banking Group's website is incorporated in,
or forms part of, this announcement.
This announcement has been prepared for the purposes of complying with
applicable law and regulation in the UK and the information disclosed may not
be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws and regulations of any jurisdiction
outside of the UK.
- 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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LLOYDS BANKING GROUP - HYBRID CAPITAL SECURITIES
| Source: Bank of Scotland