NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority (the "FCA") and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities in the United States or in any other jurisdiction, including in or into Australia, Canada, Japan or South Africa. Investors should not purchase or subscribe for any ordinary shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") in its final form published by TSB Banking Group plc ("TSB" or the "Company") in connection with the proposed offer (the "Offer" or the "IPO") and the proposed admission of its ordinary shares (the "Ordinary Shares") to the premium listing segment of the Official List of the Financial Conduct Authority (the "Official List") and to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities (together, "Admission"). Copies of the Prospectus are available from the Company's registered office at 20 Gresham Street, London EC2V 7JE and online at tsbshareoffer.equiniti.com.
20 June 2014
TSB Banking Group plc IPO: Announcement of Offer Price
Lloyds Banking Group plc ("Lloyds") today announces the pricing of the initial public offering of TSB.
· The Offer price has been set at 260 pence per TSB Ordinary Share (the "Offer Price")
· Based on the Offer Price, TSB's market capitalisation is approximately £1,300 million
· Due to significant investor demand for TSB Ordinary Shares, the Offer Size has been set above the expected Offer Size of 25%. The Offer comprises 175 million existing TSB Ordinary Shares being sold by Lloyds (prior to any exercise of the over-allotment option), representing 35% of the 500 million TSB Ordinary Shares that will be in issue at Admission
· Approximately 30% of the Offer has been allocated to retail investors under the Intermediaries Offer
· Gross proceeds realised by Lloyds will be £455 million (prior to any exercise of the over-allotment option)
· Following Admission, it is expected that Lloyds will hold, through Lloyds Bank plc, 65% of TSB's Ordinary Shares (assuming no exercise of the over-allotment option); this holding will be subject to a 90-day lock-up agreement (from the date of Admission), the terms of which are described in the Prospectus
· As stabilising manager on behalf of the Underwriters, J.P. Morgan Cazenove has been granted an over-allotment option by Lloyds, exercisable no later than thirty days from today, over up to 17.5 million TSB Ordinary Shares, representing 10% of the Offer
· Conditional dealings in TSB Ordinary Shares will commence on the London Stock Exchange at 8.00 am today
· Admission and the commencement of unconditional dealings in TSB shares are expected to take place at 8.00 am on 25 June 2014 under the ticker TSB (ISIN: GB00BMQX2Q65)
António Horta-Osório, Group Chief Executive of Lloyds Banking Group, said:
"The successful initial public offering of TSB is an important further step for Lloyds Banking Group as we act to meet our commitments to the European Commission. The significant investor demand for shares in TSB, which reflects investors' confidence in the prospects for the business, has meant that we have been able to set the offer size at 35%. TSB has a national network of branches, a strong capital base, robust liquidity and significant economic protection against legacy issues. It is already operating on the UK high street and is proving to be a strong and effective challenger, further enhancing competition in the UK banking sector."
Enquiries
TSB Banking Group
Martin Adams
Head of Investor Relations
Phone: +44 (0)20 700 39419
Email: [email protected]
Charlotte Sjoberg
Head of Media Relations
Phone: +44 (0) 207 003 9281
Email: [email protected]
Clinton Manning
Partner
Bell Pottinger (Financial PR advisor to TSB)
Phone: +44 (0)207 861 1605
Email: [email protected]
Lloyds Banking Group
Charles King
Investor Relations Director
Phone: +44 (0)20 7356 3537
Email: charles.king@ lloydsbanking.com
Matthew Young
Group Corporate Affairs Director
Phone: +44 (0)20 7356 2231
Email: [email protected]
Joint Global Co-ordinator, Joint Sponsor and Joint Bookrunner
Citigroup
John Sandhu
Robert Redshaw
Phone: +44 (0)20 7986 4000
Joint Global Co-ordinator, Joint Sponsor and Joint Bookrunner
J.P. Morgan Cazenove
Piers Davison
Simon Pilkington
Virginia Khoo
Charles Pretzlik
Phone: +44 (0)20 7742 4000
Joint Bookrunner and Joint-lead Manager
UBS Limited
Christopher Smith
Rahul Luthra
Phone: +44 (0)20 7567 8000
Joint-lead-Manager
Investec Bank plc
Christopher Baird
Joe Thompson
Phone: +44 (0)20 7597 4000
Joint-lead-Manager
Numis Securities
Alex Ham
Andrew Holloway
Phone: +44 (0)20 7260 1000
Joint-lead-Manager
RBC Capital Markets
Darrell Uden
Duncan Smith
James Eves
Oliver Hearsey
Phone: +44 (0)20 7653 4000
Financial adviser to the Board of TSB in connection with the Offer
Rothschild
Stephen Fox
Adam Young
Phone: +44 (0)20 7280 5000
Intermediaries Offer enquiries
Charles Pretzlik (J.P. Morgan Cazenove)
Phone: 44 (0)20 7742 4000
Jeremy Wiseman (Scott Harris)
Phone: +44 (0)20 7653 0030
DISCLAIMERS
The contents of this announcement, which have been prepared and issued by, and are the sole responsibility of the Lloyds Banking Group plc, have been approved by Citigroup Global Markets Limited ("Citigroup") and J.P. Morgan Securities plc ("J.P. Morgan Cazenove") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended.
Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant securities laws of such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
This announcement is an advertisement for the purposes of the Prospectus Rules of the FCA and not a prospectus and investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the Prospectus in its final form published by the Company in connection with Admission. Copies of the Prospectus are available from the Company's registered office at 20 Gresham Street, London EC2V 7JE and online at tsbshareoffer.equiniti.com.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or other securities to any person in Australia, Canada, Japan, South Africa, the United States or in any other jurisdiction to whom or in which such offer or solicitation is unlawful nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, or act as an inducement to enter into any contract or commitment whatsoever. The Offer and the distribution of this announcement and other information in connection with the Offer and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. There will be no public offering of securities in the United States.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change and does not purport to be full or complete. None of Lloyds Banking Group plc, Lloyds Bank plc (the "Selling Shareholder"), the Company, the underwriters (being Citigroup, J.P. Morgan Cazenove, UBS Limited, Investec Bank plc, Numis Securities Limited and RBC Europe Limited (together, the "Underwriters")), or N M Rothschild & Sons Limited ("Rothschild") undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of Lloyds Banking Group plc or the Selling Shareholder to proceed with the Offer or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates, "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, the Company does not undertake to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of the announcement.
The Company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information future developments or otherwise.
Citigroup, J.P. Morgan Cazenove, UBS Limited, Investec Bank plc, RBC Europe Limited and Rothschild, each of which is authorised by the Prudential Regulation Authority and regulated by both the Prudential Regulation Authority and the Financial Conduct Authority, and Numis Securities Limited, which is authorised and regulated by the Financial Conduct Authority in the UK, are acting exclusively for Lloyds Banking Group, the Selling Shareholder and the Company and no one else in connection with the Offer. They will not regard any other person as a client in relation to the Offer and will not be responsible to anyone other than Lloyds Banking Group, the Selling Shareholder and the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein. Rothschild is acting exclusively for the Board of TSB and no one else in connection with the Offer and will not regard any other person as a client in relation to the Offer and will not be responsible to anyone other than the Board of TSB for providing the protections afforded to its clients nor for giving advice in relation to the Offer or any transaction or arrangement referred to in this announcement.
In connection with the Offer, each of the Underwriters and Rothschild or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Underwriters, Rothschild or any of their respective affiliates acting as investors for their own accounts. In addition, certain of the Underwriters, Rothschild or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Ordinary Shares. The Underwriters and Rothschild or any of their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Underwriters, Rothschild or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking , express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
The Offer timetable, including the date of Admission, may be influenced by a range of factors such as market conditions. There is no guarantee that Admission will occur. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The value of Ordinary Shares can go down as well as up. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned. Past performance cannot be relied upon as a guide to future performance.
In connection with the Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 10 per cent. of the total number of Ordinary Shares comprised in the Offer. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any securities, market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
