ECN Tender Offer Retail

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 TO ANY PERSON LOCATED OR RESIDENT IN BELGIUM OR FRANCE OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER RESTRICTIONS" BELOW)

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20 March 2014

ELIGIBLE SECURITIES ANNOUNCEMENT

IN RELATION TO THE

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

TENDER OFFERS TO ELIGIBLE RETAIL INVESTORS FOR CERTAIN OUTSTANDING STERLING DENOMINATED ENHANCED CAPITAL NOTES

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") announced on 6 March 2014 invitations to the holders of certain of their outstanding Enhanced Capital Notes (the "Securities") to tender such Securities for purchase by the relevant Offeror for cash (each such invitation an "Offer", and together the "Offers").

The Offerors hereby announce (i) which of the Series of Securities are eligible for tender pursuant to the Offers (the "Eligible Securities"), (ii) the Acceptance Priority Levels (as defined below), (iii) the results of the Exchange Offers (as defined below) and (iv) that the period within which Holders can tender their Eligible Securities for purchase (the "Submission Period") commences with the publication of this Eligible Securities Announcement.

The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 6 March 2014 (the "Tender Offer Memorandum") prepared by the Offerors for the Offers, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.

If a Holder wishes to participate in an Offer, they should first read in full the Tender Offer Memorandum and in particular the section therein entitled "Risk Factors and Other Considerations".

If you are in any doubt as to the contents of this announcement or the Tender 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.

ELIGIBLE SECURITIES

The below table sets out (i) the Eligible Securities and (ii) the Priority Acceptance Levels for the purposes of the Tender Priority.

ISIN	Issuer / Guarantor(s)	Current Coupon	Amount Outstanding Following Exchange Settlement	Maturity Date	Purchase Price	Acceptance Priority Level
XS0459088877	LBG Capital No. 1 plc / Lloyds Banking Group plc	11.040%	£65,543,000	19 March 2020	111.75%	1
XS0459086582	LBG Capital No. 1 plc / Lloyds Banking Group plc	7.5884%	£79,166,000	12 May 2020	106.25%	2
XS0459086822	LBG Capital No.1 plc / Lloyds Banking Group plc	7.975%	£32,532,170	15 September 2024	105.00%	3
XS0459086749	LBG Capital No. 1 plc / Lloyds Banking Group plc	7.8673%	£21,533,000	17 December 2019	106.50%	4
XS0459093364	LBG Capital No. 1 plc / Lloyds Banking Group plc	7.869%	£27,465,000	25 August 2020	106.50%	5
XS0459092390	LBG Capital No.2 plc / Lloyds Bank plc	11.250%	£21,950,000	14 September 2023	111.75%	6
XS0459088109	LBG Capital No. 2 plc / Lloyds Bank plc	9.334%	£23,879,000	7 February 2020	108.00%	7
XS0459090188	LBG Capital No. 2 plc / Lloyds Bank plc	9.125%	£47,637,000	15 July 2020	107.50%	8
XS0459091822	LBG Capital No.2 plc / Lloyds Bank plc	14.500%	£17,850,000	30 January 2022	120.75%	9
XS0459091582	LBG Capital No. 2 plc / Lloyds Bank plc	7.625%	£41,097,000	9 December 2019	105.50%	10
XS0459091079	LBG Capital No. 2 plc / Lloyds Bank plc	12.750%	£13,580,000	10 August 2020	114.00%	11
XS0459092473	LBG Capital No.2 plc / Lloyds Bank plc	10.500%	£9,182,000	29 September 2023	109.50%	12
XS0459091665	LBG Capital No. 2 plc / Lloyds Bank plc	9.000%	£15,609,000	15 December 2019	107.00%	13
XS0459090691	LBG Capital No. 2 plc / Lloyds Bank plc	11.125%	£4,889,000	4 November 2020	110.50%	14
XS0459093281	LBG Capital No.2 plc / Lloyds Bank plc	16.125%	£15,300,000	10 December 2024	128.50%	15
XS0459091749	LBG Capital No. 1 plc / Lloyds Banking Group plc	8.125%	£3,780,000	15 December 2019	104.00%	16
XS0459092127	LBG Capital No.2 plc / Lloyds Bank plc	9.875%	£5,543,000	10 February 2023	107.50%	17
XS0459092556	LBG Capital No.2 plc / Lloyds Bank plc	11.875%	£19,539,000	1 September 2024	114.00%	18
XS0459092804	LBG Capital No.2 plc / Lloyds Bank plc	9.000%	£1,048,000	15 July 2029	107.50%	19
XS0459092986	LBG Capital No.2 plc / Lloyds Bank plc	8.500%	£4,672,000	7 June 2032	106.75%	20
XS0459089255	LBG Capital No.2 plc / Lloyds Bank plc	15.000%	£704,152,000	21 December 2019	144.00%	21

 

The Offerors set out below some of the key information in respect of the Offers as announced by them on 6 March 2014 for Holders' reference, which, for the avoidance of doubt, has not been amended since such announcement.

RATIONALE

In 2009, the Lloyds Banking Group (the "Group") undertook a significant capital raising exercise in order to reinforce the Group's going-concern capital ratios and to meet the FSA's stress test requirements. As a component of the exercise, the Group issued 33 series of ECNs, with a nominal amount of £8.4bn currently outstanding.

The terms and conditions of the ECNs include a Regulatory Call Right (as defined below) should, amongst other things, the ECNs cease to be taken into account for the purposes of any "stress test" applied by the PRA (successor to the FSA) in respect of core capital. Whilst still uncertain, management of Lloyds Banking Group plc believes recent developments resulting in higher capital requirements for banks, including a changed definition of core capital, make it likely that the ECNs will not provide going concern benefit under future stress tests.

These recent developments include:

•           a requirement in the CRR that with effect from 1 January 2014 convertible Additional Tier 1 ("AT1") capital instruments should have a conversion trigger set at no less than 5.125 per cent. CET1 Ratio ("CET1 Ratio" means the ratio of a firm's common equity tier 1 capital to its risk weighted assets, and calculated in accordance with the end-point requirements of CRD IV);

•           statements by the PRA in late 2013 that a conversion trigger of 5.125 per cent. CET1 Ratio may not convert in time to prevent the failure of a firm and that it expects major UK firms to meet a 7 per cent. CET1 Ratio determined in accordance with the end-point requirements of CRD IV;

•           a statement by the EBA in January 2014 that tier 2 instruments must have a conversion trigger above a 5.5 per cent. CET1 Ratio to be recognised in its forthcoming stress tests; and

•           an announcement by the PRA that, following a consultation commenced in October 2013, it expects to revise stress testing methodology and pass marks in 2014.

As a result of differences in definition, the Group's CET1 Ratio is substantially lower than the core tier 1 ratio on which the conversion trigger of the ECNs is based. As at 31 December 2013, the difference was 4.0 per cent. Applying the same difference to the 5.0 per cent. core tier 1 ratio used as the ECN conversion trigger gives a 1.0 per cent. CET1 Ratio determined in accordance with end-point requirements of CRD IV, well below the CRR minimum requirements.

On 6 March 2014, the Group launched prioritised exchange offers to eligible holders of ECNs to exchange their ECNs for new AT1 securities at a price consistent with current trading prices. The offers provide eligible holders with a means to eliminate the uncertainty around the Regulatory Call Right in the ECNs. In addition, such exchange offers are expected to result in sufficient AT1 securities being issued to meet the Group's medium-term AT1 target.

Mindful that, at the time of issue certain of the sterling denominated ECNs were delivered to retail individuals in relatively small principal amounts and that such individuals are therefore unlikely to be eligible to participate in the Exchange Offers, the Offerors are launching the Offers whereby Eligible Retail Investors may be able to tender Eligible Securities for purchase by the relevant Offeror for cash.

The Offerors have determined in their sole discretion which of the Series of Securities are Eligible Securities based on the results of the Exchange Offers. Only Series of Securities that were accepted for exchange pursuant to the Exchange Offers or that were a Series of Securities with an acceptance priority level ranking in the relevant exchange priority ahead of other Series of Securities which have been accepted for exchange in one of the Exchange Offers have been named as Eligible Securities pursuant to the Offers.

Tenders of Securities other than the Eligible Securities will not be accepted by the Offerors and Holders of such Securities will not be able to submit Tender Instructions in respect thereof.

 

RESULTS OF THE EXCHANGE OFFERS

The Offerors have further announced today the results of the Exchange Offers and this announcement is available (i) through RNS and (ii) from the website of Lloyds Banking Group plc at www.lloydsbankinggroup.com/investors.

ELIGIBILITY CRITERIA

In order to be eligible to participate in the Offers a Holder must be an Eligible Retail Investor.

For the purposes of the Offers, an ''Eligible Retail Investor" is a Holder satisfying each of (i) to (iv) below:

(i)         who as at the time of submission of a Tender Instruction and as at the Expiration Date held less than £200,000 in aggregate nominal amount of the relevant Series of Eligible Securities the subject of their Tender Instruction;

(ii)        who is either (a) not an investment professional or (b) acting (directly or indirectly) on a non-discretionary or advisory-only basis for a beneficial owner who is not an investment professional;

(iii)       who is not a person to whom it is unlawful to make an invitation pursuant to the relevant Offer under applicable securities laws and who has complied with all laws and regulations applicable to it for the purposes of its participation in the relevant Offer; and

(iv)       whose account is not managed on a discretionary basis by an investment professional.

An "investment professional" means any person whose ordinary activities involve that person buying, selling or subscribing for instruments such as the Securities for the purpose of a business carried on by that person.

In order to participate in the Offers, each person submitting a Tender Instruction will also be required to represent that it has not submitted an electronic instruction notice or otherwise made an offer to exchange in relation to the same Securities, or any Securities of the same Series, on behalf of itself or (if acting as intermediary) the same beneficial owner pursuant to one or more of the Exchange Offers.

Each Direct Participant submitting a Tender Instruction will be required to disclose the name and address of the underlying beneficial owner on behalf of whom the Tender Instruction is made.

Holders who are not eligible, or who do not wish, to participate in the Offers (and who have not successfully participated in the Exchange Offers) are reminded that they may continue to trade their Securities in the secondary market.

Regulatory Calls of Securities

Pursuant to the terms and conditions of the relevant Securities, should any Series of Securities 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 Securities) 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 Securities, the issuer of the relevant Series of Securities has the right, which is subject to various conditions as described in condition 8(b) of the terms and conditions of the relevant Securities, to call such Series (the "Regulatory Call Right").

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

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

The Regulatory Call Right applies to each separate Series of Securities 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 Securities some part of which Series is accepted for purchase in the Offers and accepted for exchange in the Exchange Offers or which rank in the Tender Priority or (in respect of the Exchange Offers) the exchange priority pursuant to such Exchange Offers, ahead of those Series of Securities which have been so accepted for exchange or purchase except if the relevant Series of Securities is pro-rated by the relevant offeror pursuant to the relevant Exchange Offer.

TAX CONSEQUENCES

Holders should take professional tax advice before making any decision whether or not to participate in the Offers and should read carefully the "Tax Consequences" section of the Tender Offer Memorandum.

DETAILS OF THE OFFERS

Purchase Prices

The relevant Offeror will pay, on the Settlement Date, for the Eligible Securities of each Series validly tendered and accepted by it for purchase pursuant to the relevant Offer, a cash purchase price equal to the relevant percentage of the principal amount of the relevant Eligible Securities as specified in the table above (in respect of each Series, a "Purchase Price" and together the "Purchase Prices").

The relevant Offeror will also pay an Accrued Interest Payment in respect of the Eligible Securities accepted for purchase pursuant to the Offers.

Final Acceptance Amount and Acceptance Priority Levels

The relevant Offeror will determine the aggregate nominal amount of Eligible Securities to be accepted for purchase pursuant to the Offers (the "Final Acceptance Amount") at its sole discretion and for any reason and the Final Acceptance Amount will be announced as soon as reasonably practicable on 17 April 2014.

The Offerors retain the discretion to accept all validly tendered Eligible Securities for purchase, however, where the Final Acceptance Amount announced by the Offerors is less than the aggregate principal amount of Eligible Securities validly tendered for purchase pursuant to the Offers, then the order of acceptance of Eligible Securities will be based on the Tender Priority for each Series of Eligible Securities within the Offers, as set out in the table above (in each case, with the Eligible Securities that are ascribed Acceptance Priority Level "1" having the highest priority for acceptance). Accordingly, the relevant Offeror will not accept valid tenders of Eligible Securities of a given Series unless the Offerors first accept all valid tenders of Eligible Securities belonging to a Series with a higher Acceptance Priority Level (if any) within the Offers.

The Offerors intend to accept valid tenders of Eligible Securities for purchase, in accordance with the relevant Tender Priority for the Offers, until either (i) they have accepted all of the Eligible Securities validly tendered for purchase or (ii) the acceptance in accordance with the relevant Tender Priority of all valid tenders of Eligible Securities of a single Series for purchase in the Offers would exceed (when aggregated with the aggregate nominal amount of the Eligible Securities of a higher ranking priority to be accepted for purchase) the Final Acceptance Amount. In the case of such Series of Eligible Securities, the relevant Offeror will not accept any tenders of that Series of Eligible Securities for purchase, and the relevant Offeror will not accept any tenders of Eligible Securities in respect of any Series of Eligible Securities with a lower ranking Acceptance Priority Level in the Tender Priority than that Series of Eligible Securities.

If the relevant Offeror accepts valid offers of Eligible Securities for purchase in respect of a particular Series of Eligible Securities they intend to accept any and all of such valid tenders of Eligible Securities of that Series having the same Acceptance Priority Level for purchase without pro-ration.

Submission Period and Expiration Deadline

The period during which each Holder can submit, or arrange for the submission of, Tender Instructions (as described below) in connection with the Offers commences today, 20 March 2014.

The deadline by which all Tender Instructions must be received by the Tender Agent is 4:00 p.m. London time on 16 April 2014 (the "Expiration Deadline").

For the avoidance of doubt, any Tender Instruction that (i) is received by the Tender Agent after the Expiration Deadline or (ii) relates to a Series of Securities that are not Eligible Securities will be invalid and will not be accepted.

Tender Instructions

To tender Eligible Securities for purchase pursuant to the Offers, a Holder should, by no later than the Expiration Deadline, deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline.

Tender Instructions must be submitted in respect of a minimum principal amount outstanding of Eligible Securities of each relevant Series of no less than the Minimum Denomination of such Series, and may be submitted in Integral Multiples of the relevant amount thereafter, each as set out in the table on page 8 of the Tender Offer Memorandum provided that such Tender Instruction must relate to less than £200,000 in nominal amount of Eligible Securities of the relevant Series.

Each Direct Participant submitting a Tender Instruction will be required to disclose the name and address of the underlying beneficiary on behalf of whom the Tender Instruction is made.

Tender Instructions will be irrevocable, except in the limited circumstances described in the section entitled "Amendment and Termination - Revocation Rights" of the Tender Offer Memorandum.

A separate Tender Instruction must be completed on behalf of each beneficial owner and in respect of each Series and no more than one Tender Instruction per Series per beneficial owner may be submitted.

Any Tender Instruction(s) submitted by an Eligible Retail Investor and which confirms (in the manner described in "Procedures for Participating in the Offers" of the Tender Offer Memorandum) that the relevant Holder is an Eligible Retail Investor must relate to less than £200,000 in aggregate nominal amount outstanding of Eligible Securities of the relevant Series (for the avoidance of doubt, each such Holder must, at the time of submitting its Tender Instruction and as at the Expiration Date, hold or own on a beneficial basis less than £200,000 in aggregate nominal amount outstanding of the Eligible Securities of the relevant Series).

In order to participate in the Offers, each person submitting a Tender Instruction will also be required to represent that it has not submitted an electronic instruction notice or otherwise made an offer to exchange in relation to the same Securities, or any Securities of the same Series, on behalf of itself or (if acting as intermediary) the same beneficial owner pursuant to one or more of the Exchange Offers.

Before making a decision whether to tender Eligible Securities pursuant to the relevant Offer(s), Holders should carefully consider all of the information in the Tender Offer Memorandum and, in particular, the risk factors described in "Risk Factors and Other Considerations".

Neither Offeror is under any obligation to accept any tender of Securities for purchase pursuant to any Offer. Tenders of Securities for purchase may be rejected in the sole and absolute discretion of the relevant Offeror for any reason and the Offerors are not under any obligation to Holders to furnish any reason or justification for refusing to accept a tender of Securities for purchase.

Results Announcement and Settlement Dates

In respect of valid tenders of Eligible Securities received by the Tender Agent by the Expiration Deadline, the Offerors will announce as soon as reasonably practicable on 17 April 2014 their decision of whether to accept valid tenders of such Eligible Securities of each Series pursuant to the Offers and, if so accepted, the Final Acceptance Amount and the aggregate principal amount of Eligible Securities accepted for purchase and the amount of the Accrued Interest in respect of each Series of Eligible Securities accepted for purchase.

The expected settlement date for valid tenders of Eligible Securities of a Series received by the Tender Agent by the Expiration Deadline and accepted for purchase by the relevant Offeror pursuant to the Offers is 24 April 2014 (the "Settlement Date").

Subject as provided in the Tender Offer Memorandum, the Settlement Date for each Offer may be earlier or later than the dates specified above and could be different in respect of each Series. The Offerors will confirm the final Settlement Dates for each Offer at the same time as the above-mentioned announcement(s) of the results of such Offers.

 

EXPECTED TIMETABLE OF EVENTS

The times and dates below are indicative only. The below times and dates are subject, where applicable, to the right of the Offeror to extend, re-open, amend, waive any condition of, terminate and/or withdraw any one or more of the Offers (subject to applicable law and as provided in the Tender Offer Memorandum).

Accordingly, the actual timetable for any one or more of the Offers may differ significantly from the expected timetable set out below.

Events		Dates and Times (All times are London time)
Commencement of the Submission Period.		20 March 2014
Expiration Deadline
Final deadline for receipt by the Tender Agent of valid Tender Instructions in respect of Eligible Securities from Holders who are Eligible Retail Investors in order for such Holders to be eligible to participate in the Offers and to receive payment on the Settlement Date.		4.00 p.m. on 16 April 2014
Announcement of Results
Announcement of whether the relevant Offeror will accept valid tenders of any Series of Eligible Securities pursuant to the Offers which are received by the Tender Agent by the Expiration Deadline and, if so accepted, the Offerors will announce (i) the Final Acceptance Amount, (ii) the aggregate principal amount of each Series of Eligible Securities accepted for purchase, and (iii) the amount of the Accrued Interest in respect of each Series of Eligible Securities accepted for purchase.		As soon as reasonably practicable on 17 April 2014
Settlement Date
Expected Settlement Date for the Offers.		24 April 2014

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Eligible Securities when such intermediary would need to receive Tender Instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their Tender Instruction to participate in, the Offers before the deadline specified in the Tender Offer Memorandum.

General

The relevant Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of, terminate and/or withdraw any one or more of the Offers at any time (subject to applicable law and as provided in the Tender Offer Memorandum). Details of any such extension, re-opening, amendment, waiver (if permitted), termination and/or withdrawal will be announced wherever applicable as provided in the Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.

Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on, the procedures for participating in the Offers.

Unless stated otherwise, announcements in connection with the relevant Offer will be made (i) by publication on the website of the London Stock Exchange, (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants, (iii) by the issue of a press release to a Notifying News Service and (iv) by publication on the website of LBG: http://www.lloydsbankinggroup.com/investors. All such announcements may also be found on the relevant Reuters Insider Screen. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are specified below.

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, and for any documents or materials relating to, the Offers should be directed to:
TENDER AGENT
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Tel: 0800 376 0832 (if calling from outside the UK +44 20 7704 0880) Attention: Sunjeeve Patel/David Shilson/Victor Parzyjagla Email: [email protected]
Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls from UK landlines will not be chargeable. Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the telephone operators cannot provide advice on the merits of the Offers or any part of it, nor can they give financial, tax, investment or legal advice.
Any questions regarding the terms of the 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 20 7774 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
Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom			UBS Limited 1 Finsbury Avenue London EC2M 2PP United Kingdom
Attention: Liability Management Group Tel: +44 20 3134 8515 Email: [email protected]			Attention: Liability Management Group Tel: +44 20 7567 0525 Email: [email protected] / [email protected]
JOINT DEALER MANAGERS
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				Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom
Attention: Liability Management Group Tel: +44 20 7595 8668 Email: [email protected]	Attention: Liability Management Group Tel: +44 20 7986 8969 Email: [email protected]				Attention: Liability Management Group Tel: +44 20 7545 8011 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 United Kingdom
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 Tender Offer Memorandum and the announcement of the Offers published by the Offerors on 6 March 2014. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If you are in any doubt as to the contents of this announcement or the Tender 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 Securities 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 Tender Agent or the Offerors make any recommendation as to whether Holders should offer Securities for purchase pursuant to the Offers.

OFFER RESTRICTIONS

This announcement and the Tender Offer Memorandum do not constitute an offer or an invitation to participate in the Offers 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 Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Tender Offer Memorandum come are required by each of the Offerors, the Global Co-ordinators and Joint Lead Dealer Managers, the Joint Lead Dealer Managers and the Joint Dealer Managers (together, the "Dealer Managers") and the Tender Agent to inform themselves about, and to observe, any such restrictions.

United States

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

Each Holder participating in the Offers will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Offers 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 the Offers from the United States and is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rice, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy

None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the 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 Offers are being carried out in the Republic of Italy as an exempted offer 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 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"), as the case may be. The Offers are also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.

Holders located in the Republic of Italy can tender Securities 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 September 1, 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 Securities or the Offers.

 

 

United Kingdom

The communication of this announcement and the Tender Offer Memorandum by the Offerors and any other documents or materials relating to the Offers is 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 Financial Services and Markets Act 2000 (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 relevant Offeror or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated. Any investment or investment activity to which this announcement and the Tender Offer Memorandum relates is only available to such persons or will be engaged in only with such persons and other persons should not rely on it.

Isle of Man

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the 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 Tender Offer Memorandum has not been approved by the Isle of Man Financial Supervision Commission. Any offer for subscription, sale or exchange of the 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 Tender Offer Memorandum and any other documents or materials relating to the 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.

Guernsey

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers has not been approved or authorised by the Guernsey Financial Services Commission for circulation in Guernsey. The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the 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.

France

The Offers are not being made, directly or indirectly, to any persons located in the Republic of France. This Tender Offer Memorandum has not been submitted to the clearance to the clearance procedures (visa) of the Autorité des Marchés Financiers.

Belgium

Neither this Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autoriteit Financiële Diensten en Markten / Autorité des Services et Marches Financiers) and, accordingly, the Offers may not be made in Belgium and neither this Tender Offer Memorandum nor any other documents or materials relating to the 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. Accordingly, the information contained in this Tender Offer Memorandum may not be used for any purpose or disclosed to any person in Belgium.

 

General

None of the Dealer Managers or the Tender Agent (or their respective directors, employees or affiliates) makes any representation or recommendation whatsoever regarding this announcement, the Tender Offer Memorandum or the Offers, and none of the Offerors, the Dealer Managers or the Tender Agent (or their respective directors, employees or affiliates) makes any recommendation as to whether Holders should tender Eligible Securities in the Offers. The Tender Agent is an agent of the Offerors and owes no duty to any Holder.

The Offers do not constitute an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities in the Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require any Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Offerors in such jurisdiction and such Offer is not made in any such jurisdiction where any Dealer Manager or any of its affiliates is not licensed.