ECN Retail Tender Offer Results - Detail

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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17 April 2014

LBG CAPITAL NO.1 PLC AND LBG CAPITAL NO.2 PLC ANNOUNCE RESULTS OF THEIR 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 further announced on 20 March 2014 (the "Eligible Securities Announcement") (i) which of the Series of Securities were eligible for tender pursuant to the Offers (the "Eligible Securities"), (ii) the Acceptance Priority Levels, (iii) the results of the Exchange Offers and (iv) that the period within which Holders could tender their Eligible Securities for purchase (the "Submission Period") had commenced with the publication of the Eligible Securities Announcement.

The Offerors hereby announce the results of the Offers.  The Offers were 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 the Eligible Securities Announcement.

ELIGIBLE SECURITIES

The Offerors have accepted all validly tendered Eligible Securities for purchase pursuant to the Offers without pro-ration. The Final Acceptance Amount is £58,492,336.

The below table sets out the results of the Offers.

ISIN	Issuer / Guarantor(s)	Current Coupon	Aggregate Principal Amount of Securities Accepted	Amount Outstanding Following Settlement of the Offers	Maturity Date	Purchase Price	Aggregate Accrued Interest	Scaling Factor	Acceptance Priority Level
XS0459088877	LBG Capital No. 1 plc / Lloyds Banking Group plc	11.040%	£7,297,000	£58,246,000	19 March 2020	111.75%	£78,807.60	1	1
XS0459086582	LBG Capital No. 1 plc / Lloyds Banking Group plc	7.5884%	£18,655,000	£60,511,000	12 May 2020	106.25%	£637,418.62	1	2
XS0459086822	LBG Capital No.1 plc / Lloyds Banking Group plc	7.975%	£5,205,336	£27,326,834	15 September 2024	105.00%	£45,122.37	1	3
XS0459086749	LBG Capital No. 1 plc / Lloyds Banking Group plc	7.8673%	£4,366,000	£17,167,000	17 December 2019	106.50%	£292,669.25	1	4
XS0459093364	LBG Capital No. 1 plc / Lloyds Banking Group plc	7.869%	£1,433,000	£26,032,000	25 August 2020	106.50%	£18,066.97	1	5
XS0459092390	LBG Capital No.2 plc / Lloyds Bank plc	11.250%	£3,200,000	£18,750,000	14 September 2023	111.75%	£52,826.15	1	6
XS0459088109	LBG Capital No. 2 plc / Lloyds Bank plc	9.334%	£3,316,000	£20,563,000	7 February 2020	108.00%	£66,201.87	1	7
XS0459090188	LBG Capital No. 2 plc / Lloyds Bank plc	9.125%	£1,274,000	£46,363,000	15 July 2020	107.50%	£90,095.74	1	8
XS0459091822	LBG Capital No.2 plc / Lloyds Bank plc	14.500%	£2,850,000	£15,000,000	30 January 2022	120.75%	£60,640.02	1	9
XS0459091582	LBG Capital No. 2 plc / Lloyds Bank plc	7.625%	£1,151,000	£39,946,000	9 December 2019	105.50%	£32,701.03	1	10
XS0459091079	LBG Capital No. 2 plc / Lloyds Bank plc	12.750%	£420,000	£13,160,000	10 August 2020	114.00%	£37,782.48	1	11
XS0459092473	LBG Capital No.2 plc / Lloyds Bank plc	10.500%	£500,000	£8,682,000	29 September 2023	109.50%	£29,895.84	1	12
XS0459091665	LBG Capital No. 2 plc / Lloyds Bank plc	9.000%	£547,000	£15,062,000	15 December 2019	107.00%	£38,153.25	1	13
XS0459090691	LBG Capital No. 2 plc / Lloyds Bank plc	11.125%	£816,000	£4,073,000	4 November 2020	110.50%	£42,868.32	1	14
XS0459093281	LBG Capital No.2 plc / Lloyds Bank plc	16.125%	£1,000,000	£14,300,000	10 December 2024	128.50%	£59,804.25	1	15
XS0459091749	LBG Capital No. 1 plc / Lloyds Banking Group plc	8.125%	£106,000	£3,674,000	15 December 2019	104.00%	£3,775.35	1	16
XS0459092127	LBG Capital No.2 plc / Lloyds Bank plc	9.875%	£430,000	£5,113,000	10 February 2023	107.50%	£8,728.41	1	17
XS0459092556	LBG Capital No.2 plc / Lloyds Bank plc	11.875%	£3,617,000	£15,922,000	1 September 2024	114.00%	£63,027.34	1	18
XS0459092804	LBG Capital No.2 plc / Lloyds Bank plc	9.000%	£428,000	£620,000	15 July 2029	107.50%	£29,853.00	1	19
XS0459092986	LBG Capital No.2 plc / Lloyds Bank plc	8.500%	£1,194,000	£3,478,000	7 June 2032	106.75%	£89,255.58	1	20
XS0459089255	LBG Capital No.2 plc / Lloyds Bank plc	15.000%	£687,000	£703,465,000	21 December 2019	144.00%	£26,474.17	1	21

 

Settlement Date

The expected Settlement Date for Eligible Securities accepted for purchase by the relevant Offeror pursuant to the Offers is 24 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, 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, the announcement of the Offers published by the Offerors on 6 March 2014 and the Eligible Securities Announcement published on 20 March 2014. 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.

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.