11 March 2020
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") OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
LLOYDS BANKING GROUP PLC (LEI: 549300PPXHEU2JF0AM85) ANNOUNCES THE RESULTS OF ITS INVITATION TO EXCHANGE €750,000,000 FIXED RATE STEP-UP SUBORDINATED NOTES DUE 2030 (XS0214965534) ISSUED BY HBOS PLC (THE "EXISTING NOTES") FOR NEW EURO DENOMINATED SUBORDINATED NOTES (THE "NEW NOTES") TO BE ISSUED BY LLOYDS BANKING GROUP PLC
Further to its announcement on 2 March 2020, Lloyds Banking Group plc (the "Offeror") is today announcing the results of its invitation to all Holders (subject to the Offer Restrictions set out in the Exchange Offer Memorandum referred to below) who are Eligible Persons to Offer to Exchange any and all of their outstanding Existing Notes for New Notes to be issued by the Offeror (the "Exchange Offer").
The Exchange Offer was made on the terms of and subject to the conditions contained in an exchange offer memorandum dated 2 March 2020 (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 OFFER
The Minimum New Issue Size Condition has been satisfied.
The aggregate principal amount of the Existing Notes accepted for exchange by the Offeror is €309,088,000.
The aggregate principal amount of New Notes to be issued by the Offeror is €309,088,000.
All valid Offers to Exchange Existing Notes in the Exchange Offer have been accepted.
ISIN |
Issuer |
Maturity Date |
Optional Redemption Date |
Status |
Aggregate Principal Amount of Existing Notes Accepted for Exchange by the Offeror |
Amount Outstanding Following Exchange Settlement |
XS0214965534 |
HBOS plc |
18 March 2030 |
18 March 2025 |
Subordinated |
€309,088,000 |
€440,912,000 |
Certain Details of the Existing Notes
The Existing Notes set out in the table below shall be exchanged for New Notes as further described below.
Certain Details of the New Notes
The table below identifies certain key characteristics of the New Notes to be issued by the Offeror pursuant to the Exchange Offer.
ISIN |
Issuer |
Maturity Date |
Optional Redemption Date |
Status |
Coupon (%) |
Interest Payment Dates |
New Issue Size |
XS2138286229 |
Lloyds Banking Group plc |
18 March 2030 |
18 March 2025 |
Subordinated |
As per the Existing Notes |
€309,088,000 |
The New Notes will be in bearer form in denominations of €100,000 and integral multiples of €1,000 in excess thereof, up to and including €199,000, and will initially be issued in global form.
Applications are expected to be made to the Financial Conduct Authority (the "FCA") under Part VI of the Financial Services and Markets Act 2000, as amended, for the New Notes to be admitted to the Official List of the FCA and to the London Stock Exchange plc for the New Notes to be admitted to trading on the London Stock Exchange's regulated market. Such admission is expected to occur on the Settlement Date.
Further details of the New Notes are set out in the Exchange Offer Memorandum.
Holders whose Existing Notes Offered for Exchange have not been accepted, or who did not participate in the Exchange Offer, will not be eligible to receive New Notes in exchange for such Existing Notes, will not be entitled to receive the Cash Amount, and will continue to hold such Existing Notes subject to their terms and conditions.
Accrued Interest Amount and Cash Amount
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 in an amount equal to the aggregate principal amount of such Existing Notes accepted for exchange.
Each such Holder will also receive the Accrued Interest Amount and the Cash Amount in respect of their Existing Notes so accepted for exchange.
Settlement Date
The Settlement Date for the Exchange Offer, including (i) delivery of the New Notes in exchange for Existing Notes validly Offered for Exchange and accepted and (ii) payment of the Accrued Interest Amount and the Cash Amount, is expected to be on or around 16 March 2020.
This announcement contains inside information in relation to the Existing Notes and is disclosed in accordance with the Market Abuse Regulation (EU) 596/2014 ("MAR"). For the purposes of MAR, this announcement is made by Douglas Radcliffe, Group Investor Relations Director.
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For further information:
Investor Relations
Douglas Radcliffe +44 (0) 20 7356 1571
Group Investor Relations Director
[email protected]
Corporate Affairs
Matt Smith +44 (0) 20 7356 3522
Head of Media Relations
[email protected]
