TIDM98IL TIDM63GF
RNS Number : 4786P
Lloyds TSB Bank PLC
25 March 2009
RNS Announcement
Title: Lloyds TSB Bank plc - UT2 Exchange Offer into Senior Unsecured Notes
NOT FOR DISTRIBUTION TO ANY US PERSON OR IN OR INTO THE UNITED STATES, OR TO ANY
PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (SEE "OFFER RESTRICTIONS"
BELOW)
LLOYDS TSB BANK PLC ANNOUNCES INVITATION TO EXCHANGE
EXISTING EURO, STERLING AND DOLLAR UPPER TIER 2 SECURITIES FOR
NEW SENIOR UNSECURED NOTES
25 March 2009 - Lloyds TSB Bank plc (the "Issuer") has today invited, on behalf
of itself and Bank of Scotland plc (together the "Lloyds Banking Group
Companies"), all holders (subject to offer restrictions - see "Offer
Restrictions" below) of the Upper Tier 2 securities listed below to Offer to
Exchange any or all of their Existing Notes, subject to the relevant Minimum New
Issue Amount (where applicable) and the New Issue Amount (as determined by the
Issuer, in its sole discretion, following the expiration of the relevant
Exchange Offer) for senior unsecured New Notes (the "Exchange Offer"). The
purpose of the Exchange Offer is to create additional Tier 1 capital in the
capital structure of the Lloyds Banking Group in order to improve and strengthen
its capital base.
There are two separate Exchange Offers - (i) Phase 1 is a voluntary offer to
exchange selected GBP and EUR Existing Notes and (ii) Phase 2 is a voluntary
offer to exchange two series of EUR Existing Notes which are callable in July
2009 and selected USD Existing Notes.
Whilst both Exchange Offers are being launched simultaneously, they are
individual offers and maintain separate documentation and transaction
timetables.
The Issuer will, as soon as is practicable after the Pricing Time on the Pricing
Date, notify holders of Existing Notes which Offers to Exchange are accepted and
which Lloyds Banking Group Company accepts such Offers to Exchange.
The Existing Notes and New Notes
The Existing Notes (which comprise Upper Tier 2 capital of the relevant issuer)
and the New Notes (which will rank as senior unsecured indebtedness of the
issuer) are comprised as follows:
Exchange Offer - Phase 1
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+---------------+
| | | | | | | | | | New Notes |
| | | | | | | | | | Issuer: |
| | | | | | | | | | Lloyds TSB |
| | | | | | | | | | Bank plc |
| | | | | | | | | | Rank: Senior |
| | | | | | | | | | Unsecured |
| | | | | | | | | | Expected |
| | | | | | | | | | Ratings: |
| | | | | | | | | | Aa3/A+/AA- |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| | | | | Amt. | Amt. | Next | | Exchange | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| | | | Coupon | Issued | O/S | Call | | Price | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| Cur. | Issuer | Ratings | (%/bps) | (m) | (m) | Date | ISIN | (%) | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+---------------+
| GBP | Lloyds TSB | A1/BB/BB | 6.625 | 410.0 | 410.0 | 15-Jul-10 | XS0099508698 | 70 | Sterling |
| | Bank | | | | | | | | Series A New |
| | | | | | | | | | Notes |
| | | | | | | | | | Tenor: 5 year |
| | | | | | | | | | New Issue |
| | | | | | | | | | Spread: |
| | | | | | | | | | 300bps (fixed |
| | | | | | | | | | / s/a) |
| | | | | | | | | | Benchmark: |
| | | | | | | | | | 5 year |
| | | | | | | | | | Mid-Swap |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| GBP | Bank of | A1/BB/BB | 8.625 | 200.0 | 64.4 | 04-Nov-13 | XS0046690961 | 65 | |
| | Scotland | | | | | | | | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| GBP | Bank of | A1/BB/BB | 10.25 | 100.0 | 100.0 | 10-Aug-15 | XS0059171230 | 65 | |
| | Scotland | | | | | | | | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| GBP | HBOS | A2/BB-/BB | 7.50 | 300.0 | 7.0 | 26-May-16 | XS0111599311 | 55 | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| GBP | Lloyds TSB | A1/BB/BB | 5.125 | 500.0 | 500.0 | 09-Dec-16 | XS0169667119 | 55 | |
| | Bank | | | | | | | | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+---------------+
| Sub-total (m) | | | GBP1,510 | GBP1,081 | | | | Minimum New |
| | | | | | | | | Issue Amount: |
| | | | | | | | | GBP100.0m |
+-------------------+-----------+---------+----------+----------+-----------+--------------+----------+---------------+
| GBP | Lloyds TSB | A1/BB/BB | 6.50 | 270.0 | 270.0 | 15-Jul-19 | XS0099507534 | 60 | Sterling |
| | Bank | | | | | | | | Series B New |
| | | | | | | | | | Notes |
| | | | | | | | | | Tenor: 15 |
| | | | | | | | | | year |
| | | | | | | | | | New Issue |
| | | | | | | | | | Spread: |
| | | | | | | | | | 325bps (fixed |
| | | | | | | | | | / s/a) |
| | | | | | | | | | Benchmark: |
| | | | | | | | | | 15 year |
| | | | | | | | | | Mid-Swap |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| GBP | HBOS | A2/BB-/BB | 5.625 | 500.0 | 14.1 | 15-Nov-19 | XS0205326290 | 55 | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| GBP | HBOS | A2/BB-/BB | 5.75 | 600.0 | 8.5 | 14-Apr-22 | XS0166717388 | 55 | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| GBP | Bank of | A1/BB/BB | 7.375 | 150.0 | 150.0 | 10-Feb-23 | XS0083932144 | 63 | |
| | Scotland | | | | | | | | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| GBP | Lloyds TSB | A1/BB/BB | 8.00 | 200.0 | 200.0 | 29-Sep-23 | XS0079927850 | 65 | |
| | Bank | | | | | | | | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| GBP | HBOS | A2/BB-/BB | 5.75 | 500.0 | 30.1 | 28-Nov-25 | XS0158313758 | 55 | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| GBP | Lloyds TSB | A1/BB/BB | 6.50 | 450.0 | 450.0 | 15-Jul-29 | XS0099507963 | 60 | |
| | Bank | | | | | | | | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| GBP | Lloyds | A1/BB/BB | 6.00 | 500.0 | 500.0 | 07-Jun-32 | XS0145407507 | 60 | |
| | Banking | | | | | | | | |
| | Grp | | | | | | | | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+---------------+
| Sub-total (m) | | | GBP3,170 | GBP1,623 | | | | Minimum New |
| | | | | | | | | Issue Amount: |
| | | | | | | | | GBP100.0m |
+-------------------+-----------+---------+----------+----------+-----------+--------------+----------+---------------+
| EUR* | HBOS | A2/BB-/BB | L+120 | 300.0 | 97.2 | 26-Aug-10 | XS0111627112 | 55 | Euro Series A |
| | | | | | | | | | New Notes |
| | | | | | | | | | Tenor: 5 year |
| | | | | | | | | | New Issue |
| | | | | | | | | | Spread: |
| | | | | | | | | | 325bps (fixed |
| | | | | | | | | | / ann.) |
| | | | | | | | | | Benchmark: |
| | | | | | | | | | 5 year |
| | | | | | | | | | Mid-Swap |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| EUR | HBOS | A2/BB-/BB | 6.05 | 500.0 | 111.5 | 23-Nov-11 | XS0138988042 | 50 | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| EUR | HBOS | A2/BB-/BB | 4.875 | 750.0 | 750.0 | 13-Mar-14 | XS0188201536 | 50 | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| EUR* | HBOS | A2/BB-/BB | L+60 | 500.0 | 500.0 | 13-Mar-14 | XS0188201619 | 50 | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| EUR | HBOS | A2/BB-/BB | 5.125 | 750.0 | 750.0 | 14-Oct-15 | XS0177955381 | 50 | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+---------------+
| Sub-total (m) | | | EUR2,800 | EUR2,209 | | | | Minimum New |
| | | | | | | | | Issue Amount: |
| | | | | | | | | EUR100.0m |
+-------------------+-----------+---------+----------+----------+-----------+--------------+----------+---------------+
| EUR* | HBOS | A2/BB-/BB | L+120 | 300.0 | 97.2 | 26-Aug-10 | XS0111627112 | 55 | Euro Series B |
| | | | | | | | | | New Notes |
| | | | | | | | | | Tenor: 5 year |
| | | | | | | | | | New Issue |
| | | | | | | | | | Spread: |
| | | | | | | | | | 325bps |
| | | | | | | | | | (floating / |
| | | | | | | | | | qtly) |
| | | | | | | | | | Benchmark: |
| | | | | | | | | | 3m EUR Libor |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| EUR* | HBOS | A2/BB-/BB | L+60 | 500.0 | 500.0 | 13-Mar-14 | XS0188201619 | 50 | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| | | | | | | | | | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+ +
| | | | | | | | | | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+---------------+
| Sub-total (m) | | | EUR800 | EUR597 | | | | Minimum New |
| | | | | | | | | Issue Amount: |
| | | | | | | | | None |
+-------------------+-----------+---------+----------+----------+-----------+--------------+----------+---------------+
| GBP Total (m) | | | | GBP2,704 | | | | |
+-------------------+-----------+---------+----------+----------+-----------+--------------+----------+---------------+
| EUR Total (m) | | | | EUR2,209 | | | | |
+-------------------+-----------+---------+----------+----------+-----------+--------------+----------+---------------+
| Phase 1 Total | | | | GBP4,770 | | | | |
| GBP equiv. (m) | | | | | | | | |
+------+------------+-----------+---------+----------+----------+-----------+--------------+----------+---------------+
(Securities marked with a * may, at the option of the relevant Holder, be
Offered for Exchange for Euro Series A New Notes and/or Euro Series B New Notes)
Exchange Offer - Phase 2
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+---------------+
| | | | | | | | | | New Notes |
| | | | | | | | | | Issuer: |
| | | | | | | | | | Lloyds TSB |
| | | | | | | | | | Bank plc |
| | | | | | | | | | Rank: Senior |
| | | | | | | | | | Unsecured |
| | | | | | | | | | Expected |
| | | | | | | | | | Ratings: |
| | | | | | | | | | Aa3/A+/AA- |
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+ +
| | | | | Amt. | Amt. | Next | | Exchange | |
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+ +
| | | | Coupon | Issued | O/S | Call | | Price | |
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+ +
| Cur. | Issuer | Ratings | (%/bps) | (m) | (m) | Date | ISIN | (%) | |
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+---------------+
| EUR | Lloyds TSB | A1/BB/BB | 5.625 | 1,250.0 | 1,250.0 | 15-Jul-09 | XS0099859059 | 80 | Euro Series C |
| | Bank | | | | | | | | New Notes |
| | | | | | | | | | Tenor: 2 year |
| | | | | | | | | | New Issue |
| | | | | | | | | | Spread: |
| | | | | | | | | | 250bps (fixed |
| | | | | | | | | | / ann.) |
| | | | | | | | | | Benchmark: |
| | | | | | | | | | 2 year |
| | | | | | | | | | Mid-Swap |
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+ +
| EUR** | Lloyds TSB | A1/BB/NR | L+95 | 150.0 | 150.0 | 19-Jul-09 | XS0099509316 | 80 | |
| | Bank | | | | | | | | |
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+ +
| | | | | | | | | | |
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+---------------+
| Sub-total (m) | | | EUR1,400 | EUR1,400 | | | | Minimum New |
| | | | | | | | | Issue Amount: |
| | | | | | | | | EUR100.0m |
+--------------------+----------+---------+---------+----------+-----------+--------------+----------+---------------+
| EUR** | Lloyds TSB | A1/BB/NR | L+95 | 150.0 | 150.0 | 19-Jul-09 | XS0099509316 | 80 | Euro Series D |
| | Bank | | | | | | | | New Notes |
| | | | | | | | | | Tenor: 2 year |
| | | | | | | | | | New Issue |
| | | | | | | | | | Spread: |
| | | | | | | | | | 250bps |
| | | | | | | | | | (floating / |
| | | | | | | | | | qtly) |
| | | | | | | | | | Benchmark: 3m |
| | | | | | | | | | EUR Libor |
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+ +
| | | | | | | | | | |
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+ +
| | | | | | | | | | |
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+---------------+
| Sub-total (m) | | | EUR150 | EUR150 | | | | Minimum New |
| | | | | | | | | Issue Amount: |
| | | | | | | | | None |
+--------------------+----------+---------+---------+----------+-----------+--------------+----------+---------------+
| USD | Bank of | A1/NR/NR | L+25 | 250.0 | 250.0 | 29-May-09 | GB0000765403 | 45 | Dollar New |
| | Scotland | | | | | | | | Notes |
| | | | | | | | | | Tenor: 5 year |
| | | | | | | | | | New Issue |
| | | | | | | | | | Spread: |
| | | | | | | | | | 350bps |
| | | | | | | | | | (floating / |
| | | | | | | | | | qtly) |
| | | | | | | | | | Benchmark: |
| | | | | | | | | | 3m $ Libor |
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+ +
| USD | Lloyds TSB | A1/BB/NR | L+18.75 | 500.0 | 500.0 | 29-May-09 | GB0005205751 | 45 | |
| | Bank | | | | | | | | |
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+ +
| USD | Lloyds TSB | A1/BB/NR | L+25 | 750.0 | 750.0 | 19-Jun-09 | GB0005224307 | 45 | |
| | Bank | | | | | | | | |
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+ +
| USD | Lloyds TSB | A1/BB/NR | L+10 | 600.0 | 600.0 | 28-Aug-09 | GB0005232391 | 45 | |
| | Bank | | | | | | | | |
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+---------------+
| Sub-total (m) | | | $2,100 | $2,100 | | | | Minimum New |
| | | | | | | | | Issue Amount: |
| | | | | | | | | None |
+--------------------+----------+---------+---------+----------+-----------+--------------+----------+---------------+
| EUR Total (m) | | | | EUR1,400 | | | | |
+--------------------+----------+---------+---------+----------+-----------+--------------+----------+---------------+
| USD Total (m) | | | | $2,100 | | | | |
+--------------------+----------+---------+---------+----------+-----------+--------------+----------+---------------+
| Phase 2 Total | | | | GBP2,751 | | | | |
| GBP equiv. (m) | | | | | | | | |
+-------+------------+----------+---------+---------+----------+-----------+--------------+----------+---------------+
(Securities marked with a ** may, at the option of the relevant Holder, be
Offered for Exchange for Euro Series C New Notes and/or Euro Series D New Notes)
Each Exchange Offer (in respect of each Series of Existing Notes) is conditional
upon the aggregate principal amount of the relevant series of New Notes to be
issued by the Issuer, in accordance with the terms of the relevant Exchange
Offer, being not less than:
* GBP100 million in respect of the Sterling Series A New Notes;
* GBP100 million in respect of the Sterling Series B New Notes;
* EUR100 million in respect of the Euro Series A New Notes; and
* EUR100 million in respect of the Euro Series C New Notes.
There is no Minimum New Issue Amount in respect of the Euro Series B and Euro
Series D New Notes and the Dollar New Notes.
Early Expiration Deadline and Early Expiration Option
If the Exchange Agent has received Offers to Exchange in respect of an aggregate
principal amount of the relevant Existing Notes, which upon acceptance of such
Offers to Exchange would result in the issue of the relevant fixed rate New
Notes in an aggregate principal amount equal to or greater than the relevant
Minimum New Issue Amount applicable to such series of fixed rate New Notes, the
Issuer has the option (the "Early Expiration Option") to close early the
Exchange Offer Period from and including the Early Expiration Deadline to the
Expiration Time, in respect of the relevant Series of Existing Notes. The Issuer
may close early the Exchange Offer Period in respect of any Series of Existing
Notes which are exchangeable for floating rate New Notes from and including the
Early Expiration Deadline to the Expiration Time, regardless of the aggregate
principal amount of such floating rate New Notes which would be issued upon
acceptance of the relevant Offers to Exchange.
If, in respect of any Series of Existing Notes, the relevant Lloyds Banking
Group Company accepts any valid Offers to Exchange, it intends to accept all
valid Offers to Exchange in respect of such Series received by the Exchange
Agent by the Early Expiration Deadline. Holders who submit Offers to Exchange
after the Early Expiration Deadline may not be accepted (as the relevant
Exchange Offer may have been closed) or may be subject to pro-ration.
The timetables for the two Exchange Offers are detailed below:
+----------------------------+---------------------------+---------------------------+
| Events | Exchange Offer Phase 1 | Exchange Offer Phase 2 |
| | Dates and Times | Dates and Times |
+----------------------------+---------------------------+---------------------------+
| Commencement of the | 25 March 2009 | 25 March 2009 |
| Exchange Offer Period | | |
| | | |
+----------------------------+---------------------------+---------------------------+
| Early Expiration Deadline | 4.00 p.m., on 1 April | 4.00 p.m., on 7 April |
| | 2009 | 2009 |
| | | |
+----------------------------+---------------------------+---------------------------+
| Expiration Date and Time | 4.00 p.m., on 7 April | 4.00 p.m., on 15 April |
| | 2009 | 2009 |
| | | |
+----------------------------+---------------------------+---------------------------+
| Pricing Date and Time | On the business day | On the business day |
| | following the selected | following the selected |
| | expiration date | expiration date |
| | | |
+----------------------------+---------------------------+---------------------------+
| Announcement of Pricing | As soon as practicable | As soon as practicable |
| and Exchange Offer | after the Pricing | after the Pricing |
| Results | Date and Time | Date and Time |
| | | |
+----------------------------+---------------------------+---------------------------+
| Settlement Date | Expected to be no later | Expected to be no later |
| | than the tenth business | than the tenth business |
| | day following selected | day following selected |
| | expiration date | expiration date |
+----------------------------+---------------------------+---------------------------+
(All times are London time)
Holders are advised to check with the bank, securities broker, Clearing Systems
or other Intermediary, if any, through which they hold their Existing Notes,
whether such Intermediary applies different deadlines for any of the events
specified above, and then to allow for such deadlines if they are earlier.
Where the relevant Lloyds Banking Group Company accepts Existing Notes validly
Offered for Exchange, it intends to do so until, in the case of each series of
New Notes, either (i) it has accepted all of the Existing Notes validly offered
and eligible for exchange into the relevant series of New Notes or (ii) the
aggregate principal amount of such series of New Notes to be issued in exchange
for such Existing Notes is the maximum amount that can be issued without
exceeding the relevant New Issue Amount (if any). Where the acceptance of all
valid Offers to Exchange Existing Notes would require a greater aggregate
principal amount of the relevant series of New Notes to be issued than the
relevant New Issue Amount, the relevant Lloyds Banking Group Entities will
(subject to its discretion to not accept Offers to Exchange for any reason)
accept Offers to Exchange received by the Exchange Agent after the Early
Expiration Deadline on a pro rata basis, as further described in the relevant
Exchange Offer Memorandum.
Where Offers to Exchange in respect of any Series of Existing Notes (which are
received by the Exchange Agent after the Early Expiration Deadline but prior to
the Expiration Time) are accepted on a pro rata basis, for the purposes of such
acceptance each such Offer to Exchange will be scaled by application of a pro
ration factor, as determined by the relevant Lloyds Banking Group Company in its
sole discretion, on the Pricing Date. In making such determination, the relevant
Lloyds Banking Group Company shall take into account those Existing Notes of the
relevant series validly Offered for Exchange prior to the Early Expiration
Deadline that are to be accepted for exchange in full. The relevant Lloyds
Banking Group Company may apply a different pro ration factor to each Series of
Existing Notes, notwithstanding that one or more of such Series of Existing
Notes would be exchanged for the same series of New Notes.
In the event that valid Offers to Exchange which are received by the Exchange
Agent prior to the Early Expiration Deadline are not accepted in full, the
relevant Lloyds Banking Group Company shall (subject to its discretion to not
accept Offers to Exchange for any reason) apply the relevant pro ration factor
to those Offers to Exchange Existing Notes which are received by the Exchange
Agent prior to the Early Expiration Deadline on the basis set out above. The
relevant Lloyds Banking Group Company will not accept further Offers to Exchange
which are received by the Exchange Agent after the Early Expiration Deadline.
Holders wishing to participate in the Exchange Offers must submit, or arrange to
have submitted on their behalf, not later than the relevant Expiration Time and,
in any event, before such earlier deadline as may be imposed by the relevant
Clearing System (unless the relevant Exchange Offer is closed earlier), a duly
completed Electronic Instruction Notice in the form specified in the relevant
Clearing System Notice.
Holders who validly Offer to Exchange their Existing Notes at or prior to the
Expiration Time will, if their Offer to Exchange is accepted without any
scaling, receive relevant New Notes in a principal amount (rounded down to the
nearest GBP1,000, EUR1,000 or U.S.$1,000, as applicable) equal to the aggregate
principal amount of such Existing Notes multiplied by the relevant Exchange
Ratio.
No Offer to Exchange Existing Notes will be accepted by either Lloyds Banking
Group Company unless such Offer to Exchange relates to a sufficient principal
amount of such Existing Notes (the "Minimum Existing Holding") to entitle the
relevant Holder to be eligible to receive, in accordance with the terms of the
Exchange Offer and including after any scaling of such Offer to Exchange, a
principal amount of New Notes at least equal to GBP100,000, in the case of the
Sterling New Notes, EUR50,000, in the case of the Euro New Notes, or U.S.$100,000
in respect of the Dollar New Notes, as these are the minimum denominations of
the New Notes. A cash amount in either Sterling, Euro or US Dollars (as the case
may be) will also be paid, or procured to be paid, by the relevant Lloyds
Banking Group Company on the relevant Settlement Date to each relevant holder
equal to (i) the Accrued Interest Payment and (ii) the Cash Rounding Amount (if
applicable).
The Issuer may on each Settlement Date, in its sole discretion and for any
purpose, issue Additional Notes under the Issuer's GBP50,000,000,000 EMTN
Programme, which shall be issued on identical terms (including as to admission
to the Official List of the UK Listing Authority and to trading on the London
Stock Exchange's Regulated Market) as, and so as to form a single series with,
the relevant series of New Notes.
The Issuer intends to announce as soon as practicable after the Pricing Time on
the Pricing Date each Mid-Swap Rate, New Notes Yield, Reference Rate, New Notes
Price, New Notes Coupon and Exchange Ratio, and the relevant Series of Existing
Notes (if any) in respect of which each Lloyds Banking Group Entity accepts
Offers to Exchange and which Lloyds Banking Group Company is accepting such
offers to Exchange, together with the New Issue Amount for each series of New
Notes (if any) and whether any Additional Notes will be issued. The New Notes
Price and the New Notes Coupon in respect of each series of fixed rate New Notes
will be calculated in accordance with market convention by reference to the
relevant New Notes Yield, which is the sum of the relevant New Notes Spread and
the relevant Mid-Swap Rate. At the Pricing Time on the Pricing Date, the
relevant Mid-Swap Rate will be determined by the Dealer Managers using the
mid-market arithmetic mean of the relevant Swap Rates.
The relevant Exchange Offers are made on the terms and subject to the conditions
set out in the relevant Exchange Offer Memorandum, each dated 25 March 2009.
Capitalised terms used and not otherwise defined in this announcement have the
meaning given in the relevant Exchange Offer Memorandum.
Eligible holders of the Existing Notes are advised to read carefully the
relevant Exchange Offer Memorandum for full details of and information on the
procedures for participating in the relevant Exchange Offer. Subject to
applicable law and as provided in the relevant Exchange Offer Memorandum, the
Issuer may, in its sole discretion, extend, re-open, amend, waive any condition
of or terminate the relevant Exchange Offer at any time.
The Exchange Offers are not being made in the United States or Italy or to any
U.S. person or to any person located or resident in Italy and is also restricted
in other jurisdictions.
Requests for information in relation to the relevant Exchange Offer should be
directed to the Dealer Managers:
+-----------------------------------+---------+-----------------------------------+
| THE DEALER MANAGERS |
+---------------------------------------------------------------------------------+
| Lloyds TSB Corporate Markets | | UBS Limited |
| 10 Gresham Street | | 1 Finsbury Avenue |
| London EC2V 7AE | | London EC2M 2PP |
| United Kingdom | | United Kingdom |
+-----------------------------------+---------+-----------------------------------+
| Tel: +44 20 7158 2016 | | Tel: +44 20 7567 7480 |
+-----------------------------------+---------+-----------------------------------+
| Fax: +44 20 7661 4790 | | Fax: +44 20 7568 5332 |
+-----------------------------------+---------+-----------------------------------+
| Attention: Debt Capital Markets | | Attention: Liability Management |
| | | Group |
+-----------------------------------+---------+-----------------------------------+
| email: | | email: duane.hebert@ubs.com / |
|chris.babington@lloydstsb.co.uk / | | mark-t.watkins@ubs.com |
| chris.white@lloydstsb.co.uk | | |
+-----------------------------------+---------+-----------------------------------+
Requests for information in relation to the procedures for exchanging Existing
Notes in, and for any documents or materials relating to the relevant Exchange
Offer should be directed to the Exchange Agent:
+-------------------------------------------------------------------------------+
| EXCHANGE AGENT |
+-------------------------------------------------------------------------------+
| Lucid Issuer Services Limited |
| 436 Essex Road |
| London N1 3QP |
| United Kingdom |
+-------------------------------------------------------------------------------+
| |
+-------------------------------------------------------------------------------+
| Fax: +44 20 7067 9098 |
+-------------------------------------------------------------------------------+
| Attention: Sunjeeve Patel, Lee Pellicci, Yves Theis |
+-------------------------------------------------------------------------------+
| email: lloydstsb@lucid-is.com |
+-------------------------------------------------------------------------------+
DISCLAIMER
This announcement must be read in conjunction with the relevant Exchange Offer
Memorandum. This announcement and the Exchange Offer Memoranda contain important
information which must be read carefully before any decision is made with
respect to the relevant Exchange Offer. If any Holder is in any doubt as to the
action it should take, it is recommended to seek its own legal, tax 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 Offer. None of the Dealer
Managers, the Exchange Agent, the Trustee, or 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
either Exchange Offer. No offer or invitation to acquire or exchange any
securities is being made pursuant to this announcement. Neither this
announcement nor the relevant Exchange Offer Memorandum constitute an invitation
to participate in the relevant Exchange Offer in any jurisdiction in which, or
to or from any person to or from whom, it is unlawful to make such invitation
under applicable securities laws and offers of Existing Notes for exchange
pursuant to the relevant Exchange Offer will not be accepted from Holders in any
jurisdiction where such invitation is unlawful.
The distribution of this announcement and the Exchange Offer Memoranda in
certain jurisdictions may be restricted by law. Persons into whose possession
this announcement and/or the Exchange Offer Memoranda come are required by each
of the Issuer, the Lloyds Banking Group Companies, the Dealer Managers and the
Exchange Agent to inform themselves about, and to observe, any such
restrictions.
OFFER RESTRICTIONS
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 or to, or for the account or
benefit of, U.S. persons. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone and the internet. Accordingly,
copies of this announcement, the Exchange Offer Memoranda and any other
documents or materials relating to 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 and the Existing Notes cannot be
Offered for Exchange by any such use, means, instruments or facilities or from
within the United States or by 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 U.S.
person, a resident of the United States or from the United States or from any
agent, fiduciary or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States or for a U.S. person
will be invalid and will not be accepted.
Neither this announcement nor the Exchange Offer Memoranda constitute an offer
of securities for sale in the United States or to U.S. persons. The Existing
Notes 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 Memoranda is limited to the
relevant Exchange Offer, and neither this announcement nor the Exchange Offer
Memoranda may be sent or given 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 the relevant Exchange Offer will
represent that it is participating in the relevant Exchange Offer in accordance
with Regulation S under the Securities Act and that it is not participating in
the relevant Exchange Offer from the United States nor is it a U.S. person or an
agent, fiduciary or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States or for a U.S.
person.
Italy
This announcement and the Exchange Offers are not being made in the Republic of
Italy. The Exchange Offers, this announcement and the Exchange Offer Memoranda
have not been submitted to the clearance procedures of the Commissione Nazionale
per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.
Accordingly, Holders are hereby notified that, to the extent such Holders are
persons resident and/or located in the Republic of Italy, neither Exchange Offer
is available to them and they may not Offer to Exchange Existing Notes pursuant
to the relevant Exchange Offer nor may the New Notes be offered, sold or
delivered in the Republic of Italy and, as such, any Electronic Instruction
Notice received from or on behalf of such persons shall be ineffective and void,
and none of this announcement, the Exchange Offer Memoranda or any other
offering material relating to the Exchange Offers, the Existing Notes or the New
Notes may be distributed or made available in the Republic of Italy.
United Kingdom
The communication of this announcement and the Exchange Offer Memoranda are not
being made and such documents have not been approved by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents are only for circulation to persons within the
United Kingdom falling within the definition of Investment Professionals (as
defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order")) or within Article 43 of the
Order, or other persons to whom they may lawfully be communicated in accordance
with the Order.
Other
The Exchange Offers are subject to further offer and distribution restrictions
in, amongst other countries, Belgium, France and Switzerland as more fully set
out in the relevant Exchange Offer Memorandum. The distribution of this
announcement in those jurisdictions is restricted by the laws of such
jurisdictions. No action has been or will be taken in any jurisdiction in
relation to the relevant Exchange Offer that would permit a public offering of
securities other than in Switzerland.
General
The Dealer Managers, the Trustee and the Exchange Agent (and their respective
directors, employees or affiliates) make no representations or recommendations
whatsoever regarding this document or the Exchange Offers. The Exchange Agent is
the agent of the Issuer and owes no duty to any Holder. None of the Issuer, the
Lloyds Banking Group Companies, the Dealer Managers, the Trustee or the Exchange
Agent makes any recommendation as to whether or not Holders should participate
in the Exchange Offer.
Each Exchange Offer does 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 either of the Dealer Managers or 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 Lloyds
Banking Group Companies by such Dealer Manager or affiliate (as the case may be)
in such jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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