Tender Offer for Certain Sterling & Euro Notes

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION WHICH IS DISCLOSED IN ACCORDANCE WITH THE MARKET ABUSE REGULATION.

 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS) (THE "UNITED STATES") OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

 

(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

 

LLOYDS BANK PLC ANNOUNCES TENDER OFFERS IN RELATION TO CERTAIN STERLING NOTES AND EURO NOTES

12 June 2017

Lloyds Bank plc (the "Offeror") has today launched respective Non-U.S. and U.S. tender offers to repurchase selected senior debt securities (total pool of approximately £6 billion equivalent). The offers are to run concurrently.

THE OFFERS

On the terms of and subject to the conditions contained in a tender offer memorandum dated 12 June 2017 (the "Tender Offer Memorandum"), the Offeror has invited all Holders (subject to the Offer and Distribution Restrictions referred to below) of the Notes set out in the table below to tender their outstanding Notes for purchase by the Offeror for cash up to a maximum aggregate nominal amount to be determined by the Offeror in its sole and absolute discretion (being the Maximum Acceptance Amount) (each such invitation an "Offer" and, together, the "Offers").

The Offeror has launched, contemporaneously with the launch of the Offers, offers to holders of three series of U.S. dollar denominated notes issued by the Offeror.

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum. The Tender Offer Memorandum is available from the Tender Agent (subject to the Offer and Distribution Restrictions referred to below).

Rationale for the Offers

The Offeror is making the Offers in order to provide the Holders with an opportunity to have their Notes repurchased whilst maintaining a prudent approach to the management of the Group's funding and liquidity base.

The Group continues to maintain a strong liquidity and capital position, reducing the requirement for wholesale funding in 2017. ‎The Group currently envisages focusing on modest incremental senior unsecured issuance from Lloyds Banking Group plc ("LBG").

Going forward, the Group will continue to assess issuance opportunities for senior unsecured debt from both the Offeror and LBG to meet the Group's annual wholesale funding requirements. The Offers are not conditional upon any such future capital markets issuance activity, but the Group reserves the right to issue new debt securities from time to time, including during the term of the Offers.

 

 

The Notes

The tables below identify the Series of Notes which are subject to the Offers.

Title of Security	ISIN Number	Nominal Amount Outstanding	Reference Yield	Fixed Spread	Repurchase Yield	Purchase Price	Maximum Acceptance Amount
Sterling Notes
£250,000,000 2.500 per cent. Notes due June 2022 (the "Sterling Notes")	XS1239389684	£250,000,000	Yield to maturity of the 4.000 per cent. U.K. Government Gilts due March 2022 (ISIN: GB00B3KJDQ49) (as described in the Tender Offer Memorandum)	+70 basis points	Sum of the Reference Yield and Fixed Spread	To be determined as set out the Tender Offer Memorandum	An aggregate nominal amount to be determined and announced on the Price Determination Date
Euro Notes
€1,350,000,000 Floating Rate Notes due September 2019 (the "September 2019 Notes")	XS1109333986	€1,261,098,000	n.a.	n.a.	n.a.	Fixed Purchase Price of €1008.50 per €1,000 in aggregate nominal amount
€1,000,000,000 0.625 per cent. Notes due April 2020 (the "April 2020 Notes")	XS1219428957	€711,055,000	The relevant Interpolated Mid-Swap Rate (as defined in the Tender Offer Memorandum)	+0 basis points	Sum of the Reference Yield and Fixed Spread	To be determined as set out the Tender Offer Memorandum
€1,500,000,000 1.000 per cent. Notes due November 2021 (the "November 2021 Notes")	XS1139091372	€1,151,180,000	The relevant Interpolated Mid-Swap Rate	+5 basis points	Sum of the Reference Yield and Fixed Spread	To be determined as set out the Tender Offer Memorandum
€1,250,000,000 1.375 per cent. Notes due September 2022 (the "September 2022 Notes")	XS1280783983	€1,045,808,000	The relevant Interpolated Mid-Swap Rate	+10 basis points	Sum of the Reference Yield and Fixed Spread	To be determined as set out the Tender Offer Memorandum
€1,250,000,000 1.250 per cent. Notes due January 2025 (the "January 2025 Notes")	XS1167204699	€1,064,101,000	The relevant Interpolated Mid-Swap Rate	+12.5 basis points	Sum of the Reference Yield and Fixed Spread	To be determined as set out the Tender Offer Memorandum

Maximum Acceptance Amount

If the Offeror decides, in its sole and absolute discretion, to accept valid tenders of Notes pursuant to the Offers, it will accept for purchase one or more Series of Notes up to an aggregate nominal amount of Notes to be determined by the Offeror (and for the purposes of the Offers the relevant nominal amount of the Euro Notes will be converted into pounds sterling at the Euro FX Rate) (the "Maximum Acceptance Amount"). The Offeror will determine the Maximum Acceptance Amount at its sole and absolute discretion. The Maximum Acceptance Amount will be announced in the Announcement of Pricing, Acceptance and Results of Offers, and indicative acceptance levels will be announced in the Announcement of Indicative Acceptance and Results of Offers.

The Offeror will determine the allocation of the nominal amount accepted for purchase pursuant to the Offers (and the applicable Euro FX Rate) among the different Series of Notes in its sole and absolute discretion, and reserves the right to accept significantly more or less (or none) of the Notes of one Series as compared to the other Series of Notes.

If the aggregate nominal amount of Notes of a Series validly tendered for purchase is greater than the Series Acceptance Amount for such Series, the Offeror intends to accept for purchase Notes of such Series on a pro-rata basis as set out below.

Series Acceptance Amounts and Scaling of Offers 

If the Offeror accepts any Notes of a Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of such Series validly offered for purchase is greater than the final aggregate nominal amount of such Series accepted for purchase (the "Series Acceptance Amount" in respect of such Series), the Offeror intends to accept Notes of such Series for purchase on a pro-rata basis in the manner described in the Tender Offer Memorandum.

Purchase Price

Fixed Purchase Price

Holders of the September 2019 Notes that are validly tendered and accepted for purchase prior to the Expiration Deadline pursuant to the Offers will receive the Fixed Purchase Price as set forth in the table above.

Determination of Fixed Spread Notes Purchase Price

The relevant Purchase Price in respect of each Series of Fixed Spread Notes (the "Fixed Spread Notes Purchase Price") will be announced in the Announcement of Pricing, Acceptance and Results of Offers on the Price Determination Date and determined in accordance with market convention, and will be the price which reflects a yield to maturity on the Settlement Date equal to the Repurchase Yield.

Subject to the applicable Minimum Denomination, the Fixed Spread Notes Purchase Price per the Authorised Denomination of each Series of Fixed Spread Notes will equal (a) the value per the Authorised Denomination of all remaining payments of principal and interest due to be made up to and including the maturity date of the relevant Notes, discounted to the Settlement Date at a discount rate equal to the relevant Repurchase Yield, minus (b) the relevant Accrued Interest, and rounded to the nearest €0.01 or £0.01, as applicable (with €0.005 or £0.005 being rounded upwards).

The calculation, where applicable, of the relevant Reference Yield, Repurchase Yield, Fixed Spread Notes Purchase Price and Accrued Interest for each Series of Fixed Spread Notes will be made by the Offeror in its sole and absolute discretion and such calculations will be final and binding on the relevant Holders, absent manifest error.

Acceptance of Offers

Holders of Notes whose Offers are accepted by the Offeror will receive the Purchase Price of the relevant Series of Notes, together with the relevant Accrued Interest Payment (if any).

As soon as practicable after the Price Determination Time, the Offeror will publicly announce, as applicable, the Maximum Acceptance Amount, the Series Acceptance Amounts and, the Pro-ration Factor(s) (if any) and, solely in relation to any Series of Fixed Spread Notes, the Reference Yield, the Repurchase Yield and the Purchase Price.

As the Purchase Price for each Series of Fixed Spread Notes is based on the relevant Repurchase Yield (which is calculated as the sum of the relevant Reference Yield and the relevant Fixed Spread), and the relevant Reference Yield is based on the relevant Reference Benchmark, the actual amount of cash that will be received by a Holder pursuant to the Offers will be affected by changes in the relevant Reference Yield at or before the Price Determination Time. In the event of any dispute or controversy regarding the contents of the announcements made on the Price Determination Date, the Offeror's determination shall be conclusive and binding, absent manifest error.

Accrued Interest Payment

An amount equal to accrued and unpaid interest (if any) will also be paid as consideration in respect of all Notes validly tendered and accepted for purchase by the Offeror pursuant to the Offers from, and including, the immediately preceding interest payment date for the relevant Series of Notes to, but excluding, the Settlement Date.

Total Consideration

The total consideration payable to each Holder in respect of Notes validly submitted for tender and accepted for purchase by the Offeror will be an amount in cash equal to (i) the relevant Purchase Price for the Notes, multiplied by each Authorised Denomination in aggregate nominal amount of Notes tendered and delivered by such Holder and accepted by the Offeror for purchase (rounded to the nearest €0.01 or £0.01, as applicable, with €0.005 or £0.005 being rounded upwards) plus (ii) any Accrued Interest Payment payable in respect of the relevant Notes.

INDICATIVE TIMETABLE

The following table sets out the expected dates and times of the key events relating to the Tender Offers. This is an indicative timetable and is subject to change.

Date and Time		Action
12 June 2017		Commencement of the Offers Offers announced through RNS announcement, the relevant Reuters International Insider Screen, the Clearing Systems and by publication on a Notifying News Service. Tender Offer Memorandum available from the Tender Agent (subject to the restrictions set out in "Offer and Distribution Restrictions" below).
4.00 p.m. (London time) on 22 June 2017		Expiration Deadline Deadline for receipt by the Tender Agent of all Tender Instructions in order for Holders to be able to participate in the Offers and to be eligible to receive the relevant Purchase Price and Accrued Interest Payment on the Settlement Date.
At or around 10.00 a.m. (London time) on 23 June 2017		Announcement of Indicative Acceptance and Results of Offers Announcement by the Offeror of a non-binding indication of whether it intends to accept valid tenders of Notes pursuant to the Offers and, if so, (i) in relation to each Series of Notes, the aggregate nominal amount of Notes validly tendered pursuant to the relevant Offer, (ii) a non-binding indication of the Maximum Acceptance Amount and (iii) a non-binding indication of the Series Acceptance Amount and the Pro-ration Factor(s), if applicable, in relation to each relevant Series of Notes.
At or around 2.00 p.m. (London time) on 23 June 2017 (the "Price Determination Date")		Price Determination Time Determination of the relevant Reference Yields, Repurchase Yields, Maximum Acceptance Amount, Series Acceptance Amounts and Fixed Spread Notes Purchase Prices.
As soon as practicable after the Price Determination Time		Announcement of Pricing, Acceptance and Results of Offers Announcement by the Offeror of whether it will accept valid tenders of Notes of any Series pursuant to the relevant Offer and, if so, (i) the Maximum Acceptance Amount, (ii) in relation to each Series of Notes, the Series Acceptance Amount and any Pro-ration Factor(s) and (iii) the relevant Reference Yield, Repurchase Yield and Purchase Price in relation to each relevant Series of Fixed Spread Notes accepted for purchase.
Expected to be 27 June 2017		Settlement Date Expected Settlement Date for Notes validly tendered and accepted by the Offeror. Payment of the relevant Purchase Price and any Accrued Interest Payment in respect of any such Notes.

Subject to applicable securities laws and the terms set out within the Tender Offer Memorandum, the Offeror reserves the right, with respect to any or all of the relevant Notes, (i) to waive or modify in whole or in part any and all conditions to the Offers, (ii) to extend the Expiration Deadline, (iii) to modify or terminate the Offers or (iv) to otherwise amend the Offers in any respect. In the event that the Offers are terminated or otherwise not completed, the applicable Purchase Price relating to the Notes subject to the Offers will not be paid or become payable, without regard to whether Holders have validly tendered their Notes (in which case such tendered Notes will be unblocked by the relevant Clearing System).

Unless stated otherwise, announcements will be made via RNS. Such announcements may also be made (i) on the relevant Reuters International Insider Screen, (ii) by the issue of a press release to a Notifying News Service and (iii) by the delivery of notices to the relevant Clearing Systems for communication to Direct Participants. Copies of all announcements, notices and press releases can also be obtained from the Tender Agent, the contact details for whom are specified below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers. In addition, Holders may contact the Dealer Manager for information using the contact details specified below.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive 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 instruction to participate in, the Offers before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. See "Procedures for Participating in the Offers" in the Tender Offer Memorandum.

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

Before making a decision with respect to the Offers, Holders should carefully consider all of the information in the Tender Offer Memorandum and, in particular, the risk factors described in the section entitled "Risk Factors and Other Considerations" in the Tender Offer Memorandum.

FURTHER INFORMATION

Lucid Issuer Services Limited has been appointed by the Offeror as tender agent (the "Tender Agent") in connection with the Offers.

Lloyds Bank plc (acting as Dealer Manager) has been appointed by the Offeror as Dealer Manager (the "Dealer Manager") for the purposes of the Offers.

For further information please contact:

Investor Relations:

Douglas Radcliffe
Group Investor Relations Director
Telephone: +44 (0)20 7356 1571
Email: [email protected]

Requests for information in relation to the Offers should be directed to:

DEALER MANAGER

Lloyds Bank plc 10 Gresham Street London EC2V 7AE United Kingdom Tel: +44 20 7158 3981 Attention: Liability Management Group email: [email protected]

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 Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom Tel: +44 20 7704 0880 Attention: Paul Kamminga/Arlind Bytyqi email: [email protected]

 

 

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. 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 any Holder is in any doubt as to the action it should take or is unsure of the impact of the Offers, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes 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 tender Notes in the Offers. None of the Offeror, the Dealer Manager or the Tender Agent (or any of their respective directors, officers, employees, agents or affiliates) is providing Holders with any legal, business, tax or other advice in the Tender Offer Memorandum. Holders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Notes for cash.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer or an invitation to participate in the 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 Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or theTender Offer Memorandum comes are required by each of the Offeror, the Dealer Manager 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. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communications. The Notes 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 as defined in Regulation S of the U.S. Securities Act of 1933, as amended. Accordingly, copies of this announcement, 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. Any purported tender of Notes in any of the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes 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.

Each holder of Notes participating in any of the Offers will represent that it is not located in the United States and is not participating in such 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 such Offers 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.

 

United Kingdom

The communication of this announcement and the Tender Offer Memorandum by the Offeror 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 Offeror or other persons within Article 43(2) 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.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Tender Offer Memorandum nor any other documents or offering materials relating to the 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 the Offers. The Tender Offer Memorandum has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

Italy

Neither this announcement, the Tender Offer Memorandum nor 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 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").

A holder of Notes located in the Republic of Italy can tender 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 1 September, 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 Notes or the Offers.

 

General

The Dealer Manager and the Tender Agent (and their respective directors, officers, employees, agents or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Tender Offer Memorandum or the Offers. The Tender Agent is the agent of the Offeror and owes no duty to any Holder. None of the Offeror, the Dealer Manager or the Tender Agent (or any of their respective directors, officers, employees, agents or affiliates) makes any recommendation as to whether or not Holders should participate in the Offers.

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes 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 an Offer to be made by a licensed broker or dealer or similar and the Dealer Manager or any of the Dealer Manager's affiliates is such a licensed broker or dealer or similar in any such jurisdiction, the relevant Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

In addition to the representations referred to above in respect of the United States, the United Kingdom, France and Italy, each Holder participating in the Offers will also be deemed to give certain representations, acknowledgements, warranties and undertakings and make certain agreements in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offers" in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offers from a Holder that is unable to make these representations will not be accepted. Each of the Offeror, the Dealer Manager and the Tender Agent reserves the right, in its absolute discretion (and without prejudice to the relevant Holder's responsibility for the representations made by it), to investigate, in relation to any tender of Notes for purchase pursuant to the Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted.

 

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.