RNS Number : 2178D
Lloyds Banking Group PLC
27 November 2009
116/09 27 November 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
CONVERSION PRICE ANNOUNCEMENT - 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, 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 in accordance with the procedures applicable
to the Exchange Offer, is £0.592093.
The Conversion Price shall apply to all 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,
determined in accordance with the procedures applicable to the Exchange Offer,
is 0.6599.
For the purposes of calculating the Rights Issue Factor, 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
- 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
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.
DISCLAIMER
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. None of the
Dealer Managers, the Exchange Agents, 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. This
announcement does not 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 in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement comes is
required by each of the ECN Issuers, Lloyds Banking Group, the Dealer Managers
and the Exchange Agents to inform themselves about, and to observe, any such
restrictions.
OFFER RESTRICTIONS
United States
This announcement and the information contained herein do not contain or
constitute an offer for sale or the solicitation of an offer to purchase
securities in the United States. The ECNs referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United States absent
registration under the Securities Act or an available exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act.
European Economic Area
This announcement has 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.
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 Società 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. No 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 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
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
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 has 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 Agents (and their
respective directors, employees or affiliates) make no representations or
recommendations whatsoever regarding this document or the Exchange Offer. The
Exchange Agents are agents 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 Agents 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
CONVERSION PRICE ANNOUNCEMENT - US EXCHANGE OFFER
| Source: Bank of Scotland