NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) ("U.S. PERSON") OR TO ANY PERSON LOCATED OR RESIDENT IN 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 (TOGETHER, THE "UNITED STATES").
LLOYDS BANK PLC ANNOUNCES THE RESULTS OF THE INVITATIONS TO EXCHANGE CERTAIN OF ITS EURO DENOMINATED SENIOR NOTES (THE "EXISTING NOTES") FOR SPECIFIED SERIES OF SENIOR NOTES ("NEW NOTES") TO BE ISSUED BY LLOYDS BANKING GROUP PLC ("LBG")
7 November 2016
Further to its announcements on 27 October 2016 and 7 November 2016, Lloyds Bank plc (the "Offeror") is today announcing the final results of its invitations to all Holders (subject to the Offer Restrictions referred to below) of:
· The Existing Notes set out under the heading "Euro Exchange Offer A" below to Offer to Exchange such Euro Existing Notes, which are outstanding, for up to €1,500,000,000 Euro A New Notes (the "Euro Exchange Offer A"); and
· The Existing Notes set out under the heading "Euro Exchange Offer B" below to Offer to Exchange such Euro Existing Notes, which are outstanding, for up to €1,500,000,000 Euro B New Notes (the "Euro Exchange Offer B" and, together with Euro Exchange Offer A, the "Exchange Offers" and each an "Exchange Offer").
The Exchange Offers were made on the terms of and subject to the conditions contained in an exchange offer memorandum dated 27 October 2016 (the "Exchange Offer Memorandum"). Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Exchange Offer Memorandum.
RESULTS OF THE EXCHANGE OFFERS
Each Minimum New Issue Size Condition has been satisfied.
For Euro Exchange Offer A, the aggregate principal amount accepted for exchange by the Offeror is €614,523,000. The aggregate principal amount of Euro A New Notes to be issued by the Issuer is €638,865,000.
For Euro Exchange Offer B, the aggregate principal amount accepted for exchange by the Offeror is €738,911,000. The aggregate principal amount of Euro B New Notes to be issued by the Issuer is €777,802,000.
All valid Offers to Exchange Existing Notes in the Euro Exchange Offer A and the Euro Exchange Offer B have been accepted in full without pro-ration.
Euro Exchange Offer A
ISIN |
Existing Notes Interpolated Mid-Swap Rate (%) |
Exchange Spread |
Exchange Yield (%) |
Exchange
Price
(%) |
Exchange Ratio (%) |
Aggregate Principal Amount of Existing Notes Accepted for Exchange by the Offeror |
Amount Outstanding Following Exchange Settlement |
Scaling factor |
XS1304487710 |
n/a |
n/a |
n/a |
100.750 |
1.011150 |
€24,655,000 |
€725,345,000 |
n/a |
XS1219428957 |
-0.083 |
+10 basis points |
0.017 |
102.093 |
1.024628 |
€288,945,000 |
€711,055,000 |
n/a |
XS0980066996 |
-0.156 |
+0 basis points |
-0.156 |
103.904 |
1.042804 |
€184,174,000 |
€815,826,000 |
n/a |
XS1109333986 |
n/a |
n/a |
n/a |
101.000 |
1.013659 |
€63,902,000 |
€1,286,098,000 |
n/a |
XS0449361350 |
-0.116 |
+0 basis points |
-0.116 |
115.500 |
1.159184 |
€52,847,000 |
€1,009,503,000 |
n/a |
The Existing Notes set out in the table below shall be exchanged for Euro A New Notes as further described below.
Euro Exchange Offer B
The Existing Notes set out in the table below shall be exchanged for Euro B New Notes as further described below.
ISIN |
Existing Notes Interpolated Mid-Swap Rate (%) |
Exchange Spread |
Exchange Yield (%) |
Exchange
Price
(%) |
Exchange Ratio (%) |
Aggregate Principal Amount of Existing Notes Accepted for Exchange by the Offeror |
Amount Outstanding Following Exchange Settlement |
Scaling factor |
XS1167204699 |
0.344 |
+30 basis points |
0.644 |
104.812 |
1.056540 |
€185,899,000 |
€1,064,101,000 |
n/a |
XS1139091372 |
0.027 |
+25 basis points |
0.277 |
103.605 |
1.044373 |
€348,820,000 |
€1,151,180,000 |
n/a |
XS1280783983 |
0.100 |
+30 basis points |
0.400 |
105.607 |
1.064554 |
€204,192,000 |
€1,045,808,000 |
n/a |
The New Notes
The table below identifies certain key characteristics of the New Notes to be issued by LBG pursuant to the Exchange Offers.
Eligible Existing Notes |
New Notes |
Issuer |
ISIN |
Currency |
Maturity Date |
New Notes Mid-Swap Rate (%) |
New Notes Yield (%) |
New Notes Coupon (%) |
New Notes Issue Price (%) |
New Issue Size |
Euro Exchange Offer A |
Euro A New Notes |
Lloyds Banking Group plc |
XS1517181167 |
EUR |
9 November 2021 |
0.024 |
0.824 |
0.750 |
99.639 |
€638,865,000 |
Euro Exchange Offer B |
Euro B New Notes |
Lloyds Banking Group plc |
XS1517174626 |
EUR |
9 November 2023 |
0.219 |
1.119 |
1.000 |
99.203 |
€777,802,000 |
Each Series of the New Notes will be in bearer form in denominations of €100,000 and integral multiples of €1,000 in excess thereof, and will initially be issued in global form.
Applications are expected to be made to the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 for each Series of New Notes to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange plc for each Series of New Notes to be admitted to trading on the London Stock Exchange's regulated market. The London Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). Such admission is expected to occur on the relevant Settlement Date.
Further details of the New Notes are set out in the Exchange Offer Memorandum.
Holders whose Existing Notes Offered for Exchange are not accepted, or who do not participate in the relevant Exchange Offer, will not be eligible to receive New Notes in exchange for such Existing Notes and shall continue to hold such Existing Notes subject to their terms and conditions.
Exchange Ratio, Accrued Interest Payments 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 New Notes of the relevant Series in an amount (rounded down to the nearest €1,000) equal to the aggregate principal amount of such Existing Notes accepted for exchange multiplied by the relevant Exchange Ratio, subject to the requirement for each Holder to exchange at least the relevant Minimum Offer Amount.
Each such Holder will also be entitled to receive any Cash Rounding Amount (if any) and any applicable Accrued Interest Payments in respect of their Existing Notes so accepted for exchange.
Settlement Date
The Settlement Date for each of the Exchange Offers, including (i) delivery of the New Notes in exchange for Existing Notes validly Offered for Exchange and accepted and (ii) payment of Accrued Interest Payments and Cash Rounding Amounts (if any), is expected to be on or around 9 November 2016.
This announcement contains inside information.
FURTHER INFORMATION
For further information please contact:
Investor Relations:
Andrew Downey
Director of Investor Relations
Tel: +44 20 7356 2334
Email: [email protected]
Corporate Affairs:
Matthew Smith
Head of Corporate Media
Tel: +44 (0) 20 7356 3522
Email: [email protected]
Requests for information in relation to the Exchange Offers should be directed to:
GLOBAL CO-ORDINATOR & JOINT DEALER MANAGER
Lloyds Bank plc 10 Gresham Street London EC2V 7AE United Kingdom Telephone: +44 20 7158 2720 Attention: Liability Management Group email: [email protected] |
JOINT DEALER MANAGERS
BNP Paribas 10 Harewood Avenue London NW1 6AA United Kingdom Telephone: +44 20 7595 8668 Attention: Liability Management Group email: [email protected] |
Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Telephone: +44 20 7545 8011 Attention: Liability Management Group email:[email protected] |
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UBS Limited 5 Broadgate London EC2M 2QS United Kingdom Telephone: +44 20 7568 2133 Attention: Liability Management Group email: [email protected] |
Requests for information in relation to, and for any documents or materials relating to, the Exchange Offers should be directed to:
EXCHANGE AGENT |
Lucid Issuer Services Limited
Tankerton Works 12 Argyle Walk
London WC1H 8HA United Kingdom
Tel: +44 20 7704 0880
Attention: David Shilson / Arlind Bytyqi
Email: [email protected]
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CONCURRENT U.S. OFFER
On 27 October 2016, the Offeror also launched a separate offer to purchase for cash (the "U.S. Offer") in respect of certain of the Offeror's outstanding U.S. dollar denominated debt securities. This announcement does not relate to the U.S. Offer.
DISCLAIMER
This announcement must be read in conjunction with the Exchange Offer Memorandum and the announcements in connection with the Exchange Offers published via RNS on 27 October 2016 and 7 November 2016. None of the Offeror, the Joint Dealer Managers, the Exchange Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation in connection with the Exchange Offers.
This announcement does not constitute an offer or an invitation to participate in the Exchange Offers in the United States or in any other jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws.
