ECN Offer Non US

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER RESTRICTIONS" BELOW)

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20 March 2014

LBG CAPITAL NO.1 PLC AND LBG CAPITAL NO.2 PLC

ANNOUNCE RESULTS OF THEIR INVITATIONs TO EXCHANGE CERTAIN OF THEIR EURO AND STERLING DENOMINATED ENHANCED CAPITAL NOTES ("EXISTING NOTES") FOR SPECIFIED SERIES OF ADDITIONAL TIER 1 SECURITIES ("ADDITIONAL TIER 1 SECURITIES") TO BE ISSUED BY LLOYDS BANKING GROUP PLC ("LBG")

LBG Capital No. 1 plc ("LBG 1") and LBG Capital No. 2 plc ("LBG 2", together with LBG 1, the "Offerors" and each an "Offeror") hereby announce the results of their invitations to Holders (subject to applicable Offer Restrictions) of:

(i)    certain Euro Existing Notes to Offer to Exchange such Euro Existing Notes, which are outstanding, for Euro Additional Tier 1 Securities (the "Euro PNC6 Exchange Offer");

(ii)   certain Sterling Existing Notes to Offer to Exchange such Sterling Existing Notes, which are outstanding, for Sterling PNC5 Additional Tier 1 Securities (the "Sterling PNC5 Exchange Offer");

(iii)  certain Sterling Existing Notes to Offer to Exchange such Sterling Existing Notes, which are outstanding, for Sterling PNC9 Additional Tier 1 Securities (the "Sterling PNC9 Exchange Offer"); and

(iv)   certain Sterling Existing Notes to Offer to Exchange such Sterling Existing Notes, which are outstanding, for Sterling PNC15 Additional Tier 1 Securities (the "Sterling PNC15 Exchange Offer"),

(each an "Exchange Offer" and together, the "Exchange Offers"), which were made on the terms and subject to conditions set out in the Exchange Offer Memorandum dated 6 March 2014 (the "Exchange Offer Memorandum").

RESULTS OF THE EXCHANGE OFFERS

Given substantial demand, the equivalent of £4.0 billion in aggregate principal amount of Existing Notes have been accepted into the Exchange Offers. This will result in the issue of the equivalent of £4.35 billion in aggregate principal amount (across four series) of Additional Tier 1 Securities, around £0.35 billion more in aggregate principal amount than the amount of Additional Tier 1 Securities anticipated at the commencement of the Exchange Offers.

Euro PNC6 Exchange Offer

The results of the Euro PNC6 Exchange Offer are as follows:

 

ISIN	Issuer / Guarantor(s)	Current Coupon	Maturity Date	Exchange Price (%)	Aggregate Principal Amount of Existing Notes Accepted	Amount Outstanding Following Exchange Settlement	Scaling Factor	Acceptance Priority Level
XS0459088281	LBG Capital No. 1 plc / Lloyds Banking Group plc	6.439%	23 May 2020	105.50	€663,143,000	€47,380,000	1	1
XS0459088794	LBG Capital No. 2 plc / Lloyds Bank plc	6.385%	12 May 2020	105.50	€47,842,000	€614,113,000	0.1021155	2
XS0459091236	LBG Capital No. 1 plc / Lloyds Banking Group plc	7.625%	14 October 2020	106.50	€0	€226,172,000	0	3
XS0459087986	LBG Capital No. 2 plc / Lloyds Bank plc	8.875%	7 February 2020	110.50	€0	€125,330,000	0	4
XS0459090774	LBG Capital No. 1 plc / Lloyds Banking Group plc	7.375%	12 March 2020	106.00	€0	€94,737,000	0	5
XS0459090931	LBG Capital No. 1 plc / Lloyds Banking Group plc	3 month EURIBOR +3.1% per annum Floating Rate	12 March 2020	93.00	€0	€53,040,000	0	6
XS0459089412	LBG Capital No. 2 plc / Lloyds Bank plc	15.000%	21 December 2019	152.50	€0	€486,527,000	0	7

 

The Minimum New Issue Size Condition in respect of the Euro PNC6 Exchange Offer has been satisfied.

As the acceptance of all Offers to Exchange Euro Existing Notes with Acceptance Priority Level 2 and higher would have resulted in the Maximum New Issue Size of the Euro Additional Tier 1 Securities being exceeded, (i) the Euro Existing Notes with Acceptance Priority Level 2 have been accepted on a pro-rata basis in accordance with a scaling factor of 0.1021155 (with Offers to Exchange being rounded down to the nearest whole denomination of such Existing Notes after scaling), and (ii) Offers to Exchange in respect of Euro Existing Notes with a lower Acceptance Priority Level than Acceptance Priority Level 2 have not been accepted. Offers to Exchange Existing Notes with an Acceptance Priority Level of 1 in the Euro PNC6 Exchange Offer will be accepted in full without pro-ration.

Sterling PNC5 Exchange Offer

Pursuant to the ability of the Offerors, in their sole discretion, to amend, extend, terminate or withdraw the Exchange Offers, the Offerors have amended the Sterling PNC5 Exchange Offer as follows:

The Maximum New Issue Size has been increased from £1,250,000,000 to £1,480,784,000.

For the avoidance of doubt no other terms of the Sterling PNC5 Exchange Offer shall be deemed amended by the Offerors and no revocation rights will be made available to Holders as a result of such increase.

The results of the Sterling PNC5 Exchange Offer (as amended) are as follows:

 

ISIN	Issuer / Guarantor(s)	Current Coupon	Maturity Date	Exchange Price (%)	Aggregate Principal Amount of Existing Notes Accepted	Amount Outstanding Following Exchange Settlement	Scaling Factor	Acceptance Priority Level
XS0459088877	LBG Capital No. 1 plc / Lloyds Banking Group plc	11.040%	19 March 2020	111.75	£670,668,000	£65,543,000	1	1
XS0459086749	LBG Capital No. 1 plc / Lloyds Banking Group plc	7.8673%	17 December 2019	106.50	£309,537,000	£21,533,000	1	2
XS0459088109	LBG Capital No. 2 plc / Lloyds Bank plc	9.334%	7 February 2020	108.00	£183,684,000	£23,879,000	1	3
XS0459091582	LBG Capital No. 2 plc / Lloyds Bank plc	7.625%	9 December 2019	105.50	£110,325,000	£41,097,000	1	4
XS0459091665	LBG Capital No. 2 plc / Lloyds Bank plc	9.000%	15 December 2019	107.00	£81,122,000	£15,609,000	1	5
XS0459091749	LBG Capital No. 1 plc / Lloyds Banking Group plc	8.125%	15 December 2019	104.00	£276,000	£3,780,000	1	6

 

The Minimum New Issue Size Condition in respect of the Sterling PNC5 Exchange Offer has been satisfied.

All Offers to Exchange Existing Notes in the Sterling PNC5 Exchange Offer have been accepted in full without pro-ration.

Sterling PNC9 Exchange Offer

Pursuant to the ability of the Offerors, in their sole discretion, to amend, extend, terminate or withdraw the Exchange Offers, the Offerors have amended the Sterling PNC9 Exchange Offer as follows:

The Maximum New Issue Size has been increased from £1,250,000,000 to £1,494,392,000.

For the avoidance of doubt no other terms of the Sterling PNC9 Exchange Offer shall be deemed amended by the Offerors and no revocation rights will be made available to Holders as a result of such increase.

The results of the Sterling PNC9 Exchange Offer (as amended) are as follows:

ISIN	Issuer / Guarantor(s)	Current Coupon	Maturity Date	Exchange Price (%)	Aggregate Principal Amount of Existing Notes Accepted	Amount Outstanding Following Exchange Settlement	Scaling Factor	Acceptance Priority Level
XS0459086582	LBG Capital No. 1 plc / Lloyds Banking Group plc	7.5884%	12 May 2020	106.25	£653,110,000	£79,166,000	1	1
XS0459093364	LBG Capital No. 1 plc / Lloyds Banking Group plc	7.869%	25 August 2020	106.50	£569,200,000	£27,465,000	1	2
XS0459090188	LBG Capital No. 2 plc / Lloyds Bank plc	9.125%	15 July 2020	107.50	£99,954,000	£47,637,000	1	3
XS0459091079	LBG Capital No. 2 plc / Lloyds Bank plc	12.750%	10 August 2020	114.00	£43,650,000	£13,580,000	1	4
XS0459090691	LBG Capital No. 2 plc / Lloyds Bank plc	11.125%	4 November 2020	110.50	£33,700,000	£4,889,000	1	5

 

The Minimum New Issue Size Condition in respect of the Sterling PNC9 Exchange Offer has been satisfied.

All Offers to Exchange Existing Notes in the Sterling PNC9 Exchange Offer have been accepted in full without pro-ration.

Sterling PNC15 Exchange Offer

Pursuant to the ability of the Offerors, in their sole discretion, to amend, extend, terminate or withdraw the Exchange Offers, the Offerors have amended the Sterling PNC15 Exchange Offer as follows:

The Maximum New Issue Size has been increased from £750,000,000 to £750,009,000.

For the avoidance of doubt no other terms of the Sterling PNC15 Exchange Offer shall be deemed amended by the Offerors and no revocation rights will be made available to Holders as a result of such increase.

The results of the Sterling PNC15 Exchange Offer (as amended) are as follows:

ISIN	Issuer / Guarantor(s)	Current Coupon	Maturity Date	Exchange Price (%)	Aggregate Principal Amount of Existing Notes Accepted	Amount Outstanding Following Exchange Settlement	Scaling Factor	Acceptance Priority Level
XS0459086822	LBG Capital No.1 plc / Lloyds Banking Group plc	7.975%	15 September 2024	105.00	£69,518,762	£32,532,170	1	1
XS0459092390	LBG Capital No.2 plc / Lloyds Bank plc	11.250%	14 September 2023	111.75	£73,150,000	£21,950,000	1	2
XS0459091822	LBG Capital No.2 plc / Lloyds Bank plc	14.500%	30 January 2022	120.75	£61,600,000	£17,850,000	1	3
XS0459092473	LBG Capital No.2 plc / Lloyds Bank plc	10.500%	29 September 2023	109.50	£59,558,000	£9,182,000	1	4
XS0459093281	LBG Capital No.2 plc / Lloyds Bank plc	16.125%	10 December 2024	128.50	£46,050,000	£15,300,000	1	5
XS0459092127	LBG Capital No.2 plc / Lloyds Bank plc	9.875%	10 February 2023	107.50	£51,847,000	£5,543,000	1	6
XS0459092556	LBG Capital No.2 plc / Lloyds Bank plc	11.875%	1 September 2024	114.00	£15,735,000	£19,539,000	1	7
XS0459092804	LBG Capital No.2 plc / Lloyds Bank plc	9.000%	15 July 2029	107.50	£106,391,000	£1,048,000	1	8
XS0459092986	LBG Capital No.2 plc / Lloyds Bank plc	8.500%	7 June 2032	106.75	£99,644,000	£4,672,000	1	9
XS0459089255	LBG Capital No.2 plc / Lloyds Bank plc	15.000%	21 December 2019	144.00	£71,006,000	£704,152,000	0.243	10
XS0459089685	LBG Capital No.2 plc / Lloyds Bank plc	15.000%	22 January 2029	162.50	£0	£67,853,000	0	11

 

The Minimum New Issue Size Condition in respect of the Sterling PNC15 Exchange Offer has been satisfied.

As the acceptance of all Offers to Exchange Sterling Existing Notes in the Sterling PNC15 Exchange Offer with Acceptance Priority Level 10 and higher would have resulted in the Maximum New Issue Size of the Sterling PNC15 Additional Tier 1 Securities being exceeded, (i) the Sterling Existing Notes in the Sterling PNC15 Exchange Offer with Acceptance Priority Level 10 have been accepted on a pro-rata basis in accordance with a scaling factor of 0.243 (with Offers to Exchange being rounded down to the nearest whole denomination of such Existing Notes after scaling), and (ii) Offers to Exchange in respect of Sterling Existing Notes in the Sterling PNC15 Exchange Offer with a lower Acceptance Priority Level than Acceptance Priority Level 10 have not been accepted. Offers to Exchange Existing Notes with an Acceptance Priority Level of 9 or higher in the Sterling PNC15 Exchange Offer will be accepted in full without pro-ration.

The Additional Tier 1 Securities

The table below identifies certain key characteristics of the perpetual subordinated contingent capital securities to be issued by LBG pursuant to the Exchange Offers.

Eligible Existing Notes	Currency	Capital Type	ISIN	Initial Coupon	New Issue Price	First Call Date/Optional Redemption Date	Additional Tier 1 Securities Reset Coupon	Conversion Price	Issue Size
Euro PNC6 Exchange Offer	EUR	Additional Tier 1	XS1043545059	6.375 %	100%	On or around 27 June 2020	Reset Reference Rate plus 5.29%	€0.780	€750,000,000
Sterling PNC5 Exchange Offer	GBP	Additional Tier 1	XS1043550307	7.000 %	100%	On or around 27 June 2019	Reset Reference Rate plus 5.06%	£0.643	£1,480,784,000
Sterling PNC9 Exchange Offer	GBP	Additional Tier 1	XS1043552188	7.625 %	100%	On or around 27 June 2023	Reset Reference Rate plus 5.01%	£0.643	£1,494,392,000
Sterling PNC15 Exchange Offer	GBP	Additional Tier 1	XS1043552261	7.875 %	100%	On or around 27 June 2029	Reset Reference Rate plus 4.83%	£0.643	£750,009,000

 

The Euro Additional Tier 1 Securities will be in registered form in denominations of €200,000 and integral multiples of €1,000 in excess thereof, and will initially be issued in global form.

Each series of Sterling Additional Tier 1 Securities will be in registered form in denominations of £200,000 and integral multiples of £1,000 in excess thereof, and will initially be issued in global form.

The Additional Tier 1 Securities will not be listed or admitted to trading on issue. Applications are intended to be made for each Series of Additional Tier 1 Securities to be admitted to trading on the Global Exchange Market of the Irish Stock Exchange with such admission intended to occur within two months of the relevant Settlement Date.

Further details of the Additional Tier 1 Securities are set out in the Exchange Offer Memorandum.

Holders whose Existing Notes Offered for Exchange were not accepted, or who did not participate in the relevant Exchange Offer, are not eligible to receive Additional Tier 1 Securities in exchange for such Existing Notes and (unless successfully tendered in the Retail Holdings Offer where that is available to such Holder) shall continue to hold such Existing Notes subject to their terms and conditions. Such holders should note also the section of this announcement entitled "Regulatory Calls of Existing Notes", below.

Regulatory Calls of Existing Notes

Pursuant to the terms and conditions of the Existing Notes, should any Series of Existing Notes cease to qualify for inclusion in the lower tier 2 capital of the Group or, as a result of changes to the Regulatory Capital Requirements (as defined in the terms and conditions of the Existing Notes) or the interpretation or application thereof by the PRA, cease to be taken into account for the purposes of any "stress test" applied by the PRA, in each case as more fully described in condition 8(e) of the terms and conditions of the relevant Existing Notes, the issuer of the relevant Series of Existing Notes has the right, which is subject to various conditions as described in condition 8(b) of the terms and conditions of the relevant Existing Notes, to call such Series (the "Regulatory Call Right").

There can be no assurance that the Existing Notes will continue to count for the purposes of "stress tests" to be applied by the PRA to the Group.

For most Series of Existing Notes, the relevant Regulatory Call Price (being par or the applicable Make Whole Redemption Price (as defined in the terms and conditions of the relevant Existing Notes), as the case may be, together with accrued but unpaid interest) is substantially lower than the Exchange Price pursuant to the relevant Exchange Offer.

The Regulatory Call Right applies to each separate Series of Existing Notes and, where available, the relevant Offeror may choose which individual Series to call.

If the Regulatory Call Right were, by its terms, ever to become exercisable and the relevant Offeror wished to make use of it, LBG and the Offerors currently intend that they would prioritise the redemption of those Series of Existing Notes some part of which Series has been accepted for exchange in one of the Exchange Offers and (if such Series is subject to the Retail Holdings Offer) accepted for purchase in the Retail Holdings Offer, or which rank in the relevant Exchange Priority or (if such Series is subject to the Retail Holdings Offer) the tender priority pursuant to such Retail Holdings Offer, ahead of those Series of Existing Notes which have been so accepted for exchange or purchase except if the relevant Series of Existing Notes has been pro-rated by the relevant Offeror pursuant to the relevant Exchange Offer.

Global U.S. Dollar Exchange Offer and Retail Holdings Offer

Concurrently with the Exchange Offers, LBG 1 and LBG 2 have invited holders of certain of their U.S. dollar denominated ECNs to exchange such securities pursuant to the Global U.S. Dollar Exchange Offer (as defined in the Exchange Offer Memorandum). Further, LBG 1 and LBG 2 have invited certain eligible retail holders of their sterling denominated Existing Notes to sell such securities to LBG 1 or LBG 2 (as applicable) for cash pursuant to the Retail Holdings Offer (as defined in the Exchange Offer Memorandum). Only the Exchange Offers were made by means of the Exchange Offer Memorandum. Documentation in relation to the Global U.S. Dollar Exchange Offer and the Retail Holdings Offer has been published separately.

The Offerors have separately announced on the date hereof which of the relevant Sterling denominated Existing Notes are eligible for tender pursuant to the Retail Holdings Offer.

Exchange Price, Accrued Interest and Cash Rounding Amounts

Holders who validly Offered to Exchange their Existing Notes at or prior to the Expiration Time and whose Offers to Exchange have been accepted will receive Additional Tier 1 Securities of the relevant Series in an amount (rounded down to the nearest €1,000 or £1,000, as applicable) equal to the aggregate principal amount of such Existing Notes accepted for exchange multiplied by the relevant Exchange Price. Such Holders will also receive any applicable Accrued Interest Payments and Cash Rounding Amounts (if applicable).

Settlement Date

The expected Settlement Date for each of the Exchange Offers is 1 April 2014.

General

For further information please contact:

For analysts:

Charles King

Director of Investor Relations

Lloyds Banking Group

[email protected]

+44 207 356 3537

For press:

Matt Smith

Media Relations

[email protected]

+44 207 356 3522

 

Requests for information in relation to the settlement of the Exchange Offers should be directed to:
EXCHANGE AGENT
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Tel: +44 20 7704 0880 Attention: Sunjeeve Patel/David Shilson/Victor Parzyjagla Email: [email protected]
Any questions regarding the terms of the Exchange Offers may be directed to any of the Dealer Managers listed below:
GLOBAL CO-ORDINATORS & JOINT LEAD DEALER MANAGERS
BofA Merrill Lynch Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom		Goldman Sachs International Peterborough Court 133 Fleet Street London EC4A 2BB United Kingdom		Lloyds Bank plc 10 Gresham Street London EC2V 7AE United Kingdom
Attention: John Cavanagh Tel: +44 20 7995 3715 Email: [email protected] Attention: Karl Bystedt Wikblom Tel: +44 20 7996 0867 Email: [email protected]		Attention: Liability Management Group Tel: +44 207 774 9862 Email: [email protected]		Attention: Keval Shah Tel: +44 20 7158 2021 Email: [email protected] Attention: Akis Psarris Tel: +44 20 7158 3981 Email: [email protected]
JOINT LEAD DEALER MANAGERS
Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom			UBS Limited 1 Finsbury Avenue London EC2M 2PP United Kingdom
Attention: Liability Management Group Tel: +44 20 7545 8011 Email: [email protected]			Attention: Liability Management Group Tel: +44 20 7567 0525 Email: [email protected] / [email protected]
JOINT DEALER MANAGERS
Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom	BNP Paribas 10 Harewood Avenue London NW1 6AA United Kingdom				Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom
Attention: Liability Management Group Tel: +44 20 3134 8515 Email: [email protected]	Attention: Liability Management Group Tel: +44 20 7595 8668 Email: [email protected]				Attention: Liability Management Group Tel:+44 20 7986 8969 Email: [email protected]
Crédit Agricole Corporate and Investment Bank Broadwalk House 5 Appold Street London EC2A 2DA United Kingdom	Credit Suisse Securities (Europe) Limited One Cabot Square Canary Wharf London E14 4QJ United Kingdom				HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom
Attention: Liability Management Tel:+44 20 7214 7142 Email: [email protected]	Attention: Liability Management Desk Tel: +44 20 7883 8763 Email: [email protected]				Attention: Liability Management Group Tel: +44 20 7992 6237 Email: [email protected]
J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom			Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA
Attention: Liability Management Tel: +44 207 134 3414 / +44 207 134 2468 Email: [email protected]			Attention: Liability Management Tel: +44 20 7677 5040 Email: [email protected]

DISCLAIMER 

This announcement must be read in conjunction with the Exchange Offer Memorandum and the notice of the Exchange Offers published via RNS on 6 March 2014. This announcement and the Exchange Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Exchange Offers. If you are in any doubt as to the contents of this announcement or the Exchange Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers. None of the Dealer Managers, the Exchange Agent or the Offerors makes any recommendation as to whether Holders should offer Existing Notes for exchange pursuant to the Exchange Offers.

OFFER RESTRICTIONS

This announcement and the Exchange Offer Memorandum does not constitute an offer or an invitation to participate in the Exchange Offer in any jurisdiction in or from which, or to any person to whom, it is unlawful to make the relevant offer or invitation under applicable laws. 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 the Exchange Offer Memorandum comes are required by each of the Offerors, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction by the Issuer, the Dealer Managers or the Exchange Agent that would constitute a public offering of the Additional Tier 1 Securities other than the preparation of the Exchange Offer Memorandum in compliance with articles 652a and 1156 of the Swiss Code of Obligations for purposes of making the Exchange Offer in Switzerland.

United States

The Exchange Offers are 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. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The Existing Notes may not be Offered for Exchange by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act") or to U.S. persons as defined in Regulation S of the Securities Act (each a "U.S. person"). Accordingly, copies of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to any one or more of the Exchange Offers 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. Any purported Offer to Exchange Existing Notes resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported Offer to Exchange made by a person located in the United States or any agent, fiduciary or other Intermediary (as defined below) acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

The Exchange Offer Memorandum is not an offer of securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The Existing Notes, the guarantees in respect thereof and the Additional Tier 1 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 the Exchange Offer Memorandum is limited to the Exchange Offers, and the Exchange Offer Memorandum may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each Holder of Existing Notes participating in one or more of the Exchange Offers will be deemed to represent that it is not a U.S. person and it is not located in the United States and is not participating in such an Exchange Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such an Exchange Offer from the United States. For the purposes of this and the above paragraph, "United States" means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Belgium

None of this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to any one or more of the Exchange Offers have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marches financiers / Autoriteit financiële diensten en markten) and, accordingly, the Exchange Offers 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 (the "Belgian Takeover Law") 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 Prospectus Law"), both as amended or replaced from time to time. Accordingly, the Exchange Offers may not be advertised and the Exchange Offers will not be extended, and none of this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to any one or more of the Exchange Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to persons which are "qualified investors" in the sense of Article 10 of the Belgian Prospectus Law, acting on their own account; or (ii) in any other circumstances set out in Article 6, §4 of the Belgian Takeover Law and Article 3, §4 of the Belgian Prospectus Law. 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 Offers. Accordingly, the information contained in the Exchange Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Exchange Offers are not being made, directly or indirectly, to the public in France. Neither this announcement, the Exchange Offer Memorandum nor any other documents or offering materials relating to any one or more of the Exchange Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in any one or more of the Exchange Offers. This announcement and the Exchange Offer Memorandum have not been and will not be submitted for clearance procedures (visa) of the Autorité des marchés financiers.

Italy

None of the Exchange Offers, this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to any one or more of the Exchange Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Exchange Offers are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation").

Accordingly, the Exchange Offers are only addressed to holders of Existing Notes located in the Republic of Italy who are "qualified investors" (investitori qualificati) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 34-ter, paragraph 1, letter b) of the Issuers' Regulation.

A holder of Existing Notes located in the Republic of Italy that qualifies as a "qualified investor" can tender Existing Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Notes or the Exchange Offers.

United Kingdom

The communication of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to any one or more of the Exchange Offers are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Group or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) any other persons to whom these documents and/or materials may lawfully be communicated.

Isle of Man

The communication of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to any of the Exchange Offers has not been or will not be registered or filed as a prospectus with any governmental or other authority in the Isle of Man and the Exchange Offer Memorandum and the issue of the Additional Tier 1 Securities have not been approved by the Isle of Man Financial Supervision Commission. Any offer for subscription, sale or exchange of the Additional Tier 1 Securities in or from the Isle of Man must be made:

(a)     by an Isle of Man financial services licence holder appropriately licensed under section 7 of the Financial Services Act 2008 to do so;

(b)     in accordance with any relevant exclusion contained within the Regulated Activities Order 2011; or

(c)     in accordance with any available relevant exemption contained within the Financial Services (Exemptions) Regulations 2011.

Jersey

The communication of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to any of the Exchange Offers is not subject to and has not received approval from either the Jersey Financial Services Commission or the Registrar of Companies in Jersey and no statement to the contrary, explicit or implicit, is authorised to be made in this regard. The Additional Tier 1 Securities being offered may be offered or sold in Jersey only in compliance with the provisions of the Control of Borrowing (Jersey) Order 1958.

Guernsey

The communication of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to any of the Exchange Offers has not been approved or authorised by the Guernsey Financial Services Commission for circulation in Guernsey. The communication of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to any of the Exchange Offers may not be distributed or circulated directly or indirectly to any persons in the Bailiwick of Guernsey other than (i) by a person licensed to do so under the terms of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, or (ii) to those persons regulated by the Guernsey Financial Services Commission as licensees under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and company Directors etc. (Bailiwick of Guernsey) Law, 2000.

General

The Dealer Managers and the Exchange Agent (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement and the Exchange Offer Memorandum or any of the Exchange Offers. Each Exchange Agent is the agent of the Offerors and owes no duty to any Holder. None of the Offerors, the Dealer Managers, the Trustee or the Exchange Agent makes any recommendation as to whether or not Holders should participate in any one or more of the Exchange Offers.

The Exchange Offers do not constitute an offer to buy or the solicitation of an offer to sell the Existing Notes and/or the Additional Tier 1 Securities in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the relevant Exchange Offer to be made by a licensed broker or dealer and either of the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the relevant Exchange Offer shall be deemed to be made on behalf of the Offerors by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.