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 INDICATIVE 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 announcement on 27 October 2016, Lloyds Bank plc (the "Offeror") is today announcing indicative 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.
SUMMARY OF INDICATIVE RESULTS
The indicative results of the Exchange Offers are as follows:
For Euro Exchange Offer A, the indicative aggregate principal amount submitted for exchange is €614,657,000.
For Euro Exchange Offer B, the indicative aggregate principal amount submitted for exchange is €738,911,000.
All valid Offers to Exchange Existing Notes in the Euro Exchange Offer A and the Euro Exchange Offer B are expected to be accepted in full without pro-ration.
The aggregate principal amount of each Series of New Notes will be calculated at the Price Determination Time.
Euro Exchange Offer A
ISIN |
Issuer |
Coupon
(%)
|
Maturity
Date |
Relevant
Exchange
Spread |
Exchange
Price
(%) |
Indicative Aggregate Principal Amount of Existing Notes Offered for Exchange |
Indicative scaling factor |
Eligible
Series of
New Notes |
XS1304487710 |
Lloyds Bank plc |
3 month EURIBOR +0.50% per annum Floating Rate |
9 October 2018 |
n/a |
100.75 |
€24,655,000 |
n/a |
Euro A New Notes |
XS1219428957 |
Lloyds Bank plc |
0.625 |
20 April 2020 |
+10 basis points |
To be determined as set out in the Exchange Offer Memorandum and announced on the relevant Results Announcement Date |
€288,945,000 |
n/a |
XS0980066996 |
Lloyds Bank plc |
1.875 |
10 October 2018 |
+0 basis points |
To be determined as set out in the Exchange Offer Memorandum and announced on the relevant Results Announcement Date |
€184,174,000 |
n/a |
XS1109333986 |
Lloyds Bank plc |
3 month EURIBOR +0.45% per annum Floating Rate |
10 September 2019 |
n/a |
101.00 |
€63,902,000 |
n/a |
XS0449361350 |
Lloyds Bank plc |
5.375 |
3 September 2019 |
+0 basis points |
To be determined as set out in the Exchange Offer Memorandum and announced on the relevant Results Announcement Date |
€52,981,000 |
n/a |
Euro Exchange Offer B
ISIN |
Issuer |
Coupon
(%)
|
Maturity
Date |
Relevant
Exchange
Spread |
Exchange
Price
(%) |
Indicative Aggregate Principal Amount of Existing Notes Offered for Exchange |
Indicative scaling factor |
Eligible
Series of
New Notes |
XS1167204699 |
Lloyds Bank plc |
1.250 |
13 January 2025 |
+30 basis points |
To be determined as set out in the Exchange Offer Memorandum and announced on the relevant Results Announcement Date |
€185,899,000 |
n/a |
Euro B New Notes |
XS1139091372 |
Lloyds Bank plc |
1.000 |
19 November 2021 |
+25 basis points |
€348,820,000 |
n/a |
XS1280783983 |
Lloyds Bank plc |
1.375 |
8 September 2022 |
+30 basis points |
€204,192,000 |
n/a |
The Price Determination Time is expected to be at or around 2.00 p.m. London time on 7 November 2016.
As soon as reasonably practicable after the Price Determination Time, the Offeror is expected to announce (i) the relevant New Notes Mid-Swap Rate, (ii) in relation to each Series of New Notes, the relevant New Notes Issue Price, the relevant New Notes Yield and the relevant New Notes Coupon for each Series of New Notes, (iii) the relevant Existing Notes Interpolated Mid-Swap Rate, the relevant Exchange Yield and the relevant Exchange Price for each Series of Fixed Rate Existing Notes, (iv) the Exchange Ratio for each Series of Existing Notes and relevant Series of New Notes, (v) whether valid Offers to Exchange pursuant to the relevant Exchange Offer are accepted by the Offeror, (vi) the aggregate principal amounts of each relevant Series of Existing Notes the Offeror will be accepting for exchange, (vii) the satisfaction or waiver of the relevant Minimum New Issue Size Condition for each Series of New Notes, (viii) in respect of the relevant Exchange Offer, whether Offers to Exchange for each Series of Existing Notes included in that Exchange Offer are to be accepted in full (if at all) or on a pro-rata basis and, where accepted on a pro-rata basis, the extent to which such Offers to Exchange will be scaled and (ix) the relevant New Issue Amount for each Series of New Notes.
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.
Further details of the New Notes are set out in the Exchange Offer Memorandum.
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, Investor Relations
Tel: +44 20 7356 2334
Email: [email protected]
Corporate Affairs:
Matthew Smith
Head of Corporate Media
Tel: +44 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] |
|
|
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]
|
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 announcement of the Exchange Offers published via RNS on 27 October 2016. This announcement and the Exchange Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Exchange Offers. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Exchange Offers. 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 as to whether Holders should participate in the Exchange Offers.
OFFER RESTRICTIONS
This announcement and the Exchange Offer Memorandum do 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. 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/or the Exchange Offer Memorandum comes are required by each of the Offeror, the Joint 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 Joint Dealer Managers or the Exchange Agent that would constitute a public offering of the New Notes 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 acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Neither this announcement nor the Exchange Offer Memorandum is 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 New Notes 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 this announcement and 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
Neither 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 neither 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 this announcement and 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) acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in any one or more of the Exchange Offers. Neither this announcement nor the Exchange Offer Memorandum has been nor will be submitted for clearance procedures (visa) of the Autorité des marchés financiers.
Italy
Neither 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 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"). The Exchange Offers are also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.
A holder of Existing Notes located in the Republic of Italy 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 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 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.
General
The Joint Dealer Managers, the Trustee and the Exchange Agent (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Exchange Offer Memorandum or any of the Exchange Offers. The Exchange Agent is the agent of the Offeror and owes no duty to any Holder. None of the Offeror, LBG, 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 New Notes 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 any of the Joint 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 Offeror by such Joint Dealer Manager or affiliate (as the case may be) in such jurisdiction.
FORWARD LOOKING STATEMENTS
Certain statements included herein may constitute forward looking statements with respect to the business, strategy and plans of the Offeror, LBG or the Group and their current goals and expectations relating to their future financial condition and performance. Statements that are not historical facts, including statements about the Group or its directors' and/or management's beliefs and expectations, are forward looking statements. Words such as 'believes', 'anticipates', 'estimates', 'expects', 'intends', 'aims', 'potential', 'will', 'would', 'could', 'considered', 'likely', 'estimate' and variations of these words and similar future or conditional expressions are intended to identify forward looking statements but are not the exclusive means of identifying such statements. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will or may occur in the future.
The forward looking statements contained in this announcement are made as of the date hereof, and the Offeror, LBG or the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement to reflect any change in the Offeror, LBG or the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
