TIDM94WP
RNS Number : 7509U
Lloyds Bank PLC
03 August 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, 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 AND THE DISTRICT OF
COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED
BELOW) OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
LLOYDS BANK PLC ANNOUNCES TER OFFER IN RELATION TO ONE SERIES OF
DATED SUBORDINATED NOTES
3 August 2022
Lloyds Bank plc (the "Offeror") has today launched a tender
offer to repurchase any and all of its GBP750,000,000 7.625 per
cent. Dated Subordinated Notes due 2025 (the "Notes").
THE OFFER
On the terms of and subject to the conditions contained in a
tender offer memorandum dated 3 August 2022 (the "Tender Offer
Memorandum"), the Offeror has invited all Holders (subject to the
Offer and Distribution Restrictions referred to below) of the Notes
to tender their outstanding Notes for purchase by the Offeror for
cash (the "Offer").
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 Offer
The Offeror is making the Tender Offer as part of Lloyds Banking
Group plc's ("LBG") continuous review and management of its
outstanding capital base, maintaining a prudent approach to the
management of LBG's capital position.
The Notes
The table below identifies the Notes which are subject to the
Offer.
Description of Nominal Amount Repurchase Purchase
the Notes ISIN Number Outstanding Reference Yield Fixed Spread Yield[1] Price
--------------- ------------- --------------- --------------------- -------------- -------------- --------------
GBP750,000,000 XS0503834821 GBP750,000,000 Yield to maturity of +170 basis Sum of the To be
7.625 per the 0.25 per cent. points[2] Reference determined as
cent. Dated U.K. Government Yield and set out in
Subordinated Gilts due January Fixed Spread the Tender
Notes due 2025 2025 (ISIN: Offer
GB00BLPK7110) Memorandum
(as described in the
Tender Offer
Memorandum)
Purchase Price
The Purchase Price in respect of the Notes will be announced in
the Announcement of Pricing, Acceptance and Result of Offer 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 Minimum Denomination, the Purchase Price per
Authorised Denomination of Notes will equal (a) the value per
Authorised Denomination of all remaining payments of principal and
interest due to be made up to and including the maturity date of
the Notes, discounted to the Settlement Date at a discount rate
equal to the Repurchase Yield, minus (b) Accrued Interest,
expressed as a percentage and rounded to three decimal places (with
0.0005 per cent. rounded upwards).
The calculation, where applicable, of the Reference Yield,
Repurchase Yield, Purchase Price and Accrued Interest for the 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.
Hypothetical Purchase Price (Illustrative only)
For illustrative purposes only, a hypothetical Purchase Price in
respect of the Notes is set out in the table below which has been
calculated on the basis of (i) the Fixed Spread specified in the
table on the front page of the Tender Offer Memorandum and (ii) a
hypothetical Reference Yield that was determined as at 1.00 p.m.
(London time) on 2 August 2022, as set out in the table below, and
assuming a Settlement Date of 16 August 2022. Holders should note
that the actual Purchase Price in respect of the Notes determined
in the manner described in the Tender Offer Memorandum could differ
significantly from the hypothetical Purchase Price in respect of
the Notes. See also the section entitled "Risk Factors and Other
Considerations - Changes in Reference Yield." in the Tender Offer
Memorandum.
Hypothetical Reference Hypothetical Purchase
Yield[3] Price[4]
1.680 per cent. 110.794 per cent.
Acceptance of Offer
Any Notes purchased by the Offeror pursuant to the Offer will be
cancelled and will not be re-issued or re-sold.
Holders of Notes who have validly tendered Notes and whose Notes
have been accepted by the Offeror will receive the Purchase Price
of the Notes, together with the Accrued Interest Payment (if
any).
As soon as reasonably practicable after the Price Determination
Time, the Offeror will publicly announce, in relation to the Notes,
the final amount accepted for purchase, the Reference Yield, the
Repurchase Yield and the Purchase Price.
As the Purchase Price for the Notes is based on the Repurchase
Yield (which is calculated as the sum of the Reference Yield and
the Fixed Spread), and the Reference Yield is based on the
Reference Benchmark, the actual amount of cash that will be
received by a Holder pursuant to the Offer will be affected by
changes in the 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
Offer from, and including, the immediately preceding interest
payment date for the 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 Purchase Price
for the Notes, multiplied by the Authorised Denomination in
aggregate nominal amount of Notes validly tendered and delivered by
such Holder and accepted by the Offeror for purchase (rounded to
the nearest GBP0.01, with GBP0.005 being rounded upwards) plus (ii)
any Accrued Interest Payment payable in respect of the Notes.
General
Notes can only be tendered in the Offer in accordance with the
procedures described in the section entitled "Procedures for
Participating in the Offer" in the Tender Offer Memorandum. Any
Notes purchased by the Offeror pursuant to the Offer will be
cancelled and will not be re-issued or re-sold. Holders who do not
participate in the Offer, or whose Notes are not accepted for
purchase, will continue to hold their Notes.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the
key events relating to the Tender Offer. This is an indicative
timetable and is subject to change.
Date and Time Action
------------------------------- -------------------------------------------------
3 August 2022 Commencement of the Offer
Offer 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).
5.00 p.m. (London time) Expiration Deadline
on Deadline for receipt by the Tender Agent
11 August 2022 of all Tender Instructions in order for
Holders to be able to participate in the
Offer and to be eligible to receive the
Purchase Price and any Accrued Interest
Payment on the Settlement Date.
At or around 11.00 a.m. Price Determination Time
(London time) on 12 August Determination of the Reference Yield,
2022 (the "Price Determination the Repurchase Yield and the Purchase
Date") Price.
As soon as practicable Announcement of Pricing, Acceptance and
after the Price Determination Result of Offer
Time Announcement by the Offeror of whether
it will accept valid tenders of Notes
pursuant to the Offer and, if so, the
total amount accepted for purchase, the
Reference Yield, Repurchase Yield and
the Purchase Price.
Expected to be 16 August Settlement Date
2022 Expected Settlement Date for Notes validly
tendered and accepted by the Offeror.
Payment of the Purchase Price and any
Accrued Interest Payment.
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 Notes, (i) to waive or modify in
whole or in part any and all conditions to the Offer, (ii) to
extend the Expiration Deadline, (iii) to modify or terminate the
Offer or (iv) to otherwise amend the Offer in any respect. In the
event that the Offer is terminated or otherwise not completed, the
Purchase Price relating to the Notes subject to the Offer 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).
Announcements in connection with the Offer 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 Offer.
Institutional Holders may contact the Dealer Manager for
information using the contact details specified below. Retail
Holders may contact the Offeror for information using the contact
details specified below.
In connection with the Offer:
"Institutional Holder" means a Holder (a) who holds GBP100,000
or more in aggregate nominal amount of the Notes, (b) whose
ordinary activities involve that person buying, selling,
subscribing for or underwriting instruments such as the Notes for
the purposes of a business carried on by that person, and/or (c)
who it is reasonable to expect will carry on the activities
described in (b) above for the purposes of a business carried on by
that person; and
"Retail Holder" means a Holder (a) who holds less than
GBP100,000 in aggregate nominal amount of the Notes, (b) whose
ordinary activities do not involve that person buying, selling,
subscribing for or underwriting instruments such as the Notes for
the purposes of a business carried on by that person, and (c) who
it is reasonable to expect will not carry on the activities
described in (b) above for the purposes of a business carried on by
that person.
Holders are advised to check with any bank, securities broker,
solicitor, accountant or other independent financial, tax, legal,
accounting or other advisor such Holder deems necessary and/or 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 Offer 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
Offer" 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 Offer, 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
Kroll Issuer Services Limited has been appointed by the Offeror
as tender agent (the "Tender Agent") in connection with the
Offer.
Lloyds Bank Corporate Markets plc has been appointed by the
Offeror as Dealer Manager (the "Dealer Manager") for the purposes
of the Offer.
This announcement contains inside information in relation to the
Notes and is disclosed in accordance with the Market Abuse
Regulation (EU) 596/2014 ("MAR"), as amended, as it forms part of
English law by virtue of the European Union (Withdrawal) Act 2018.
For the purposes of MAR, this announcement is made by Douglas
Radcliffe, Group Investor Relations Director.
Requests for information by Institutional Holders in relation
to the Offer should be directed to:
DEALER MANAGER
Lloyds Bank Corporate Markets plc
10 Gresham Street
London EC2V 7AE
United Kingdom
Tel: +44 20 7158 1726 / 3939
Attention: Liability Management Group
Email: lbcmliabilitymanagement@lloydsbanking.com
Requests for information by Retail Holders in relation to the
Offer should be directed to:
OFFEROR
Lloyds Bank plc
10 Gresham Street
London EC2V 7AE
United Kingdom
Liz Padley
Non Bank Entities Treasurer & Head of Capital and Recovery
and Resolution
Tel: +44 (0)20 7158 1737
Email: Claire-Elizabeth.Padley@LloydsBanking.com
Pascale Dorey
Debt Investor Relations
Tel: +44 (0)20 7158 1060
Email: Pascale.Dorey@LloydsBanking.com
Douglas Radcliffe
Group Investor Relations Director
Telephone: +44 (0)20 7356 1571
Email: Douglas.Radcliffe@LloydsBanking.com
Requests for information in relation to, and for any documents
or materials relating to, the Offer should be directed to:
TER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 207 704 0880
Attention: Arlind Bytyqi
Email: lloydsbank@is.kroll.com
Website: https://deals.is.kroll.com/lloydsbank
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 Offer. If any Holder is in
any doubt as to the action it should take or is unsure of the
impact of the Offer, 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 or any other advisors it
deems necessary. 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 Offer. 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, investment 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 Offer
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 the Tender
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 Offer is not being made and will not be made, directly or
indirectly, in or into, or by use of the mails 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 any U.S. Person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (each, a "U.S. Person")).
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. Accordingly, copies of the Tender Offer
Memorandum and any other documents or materials relating to the
Offer 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 a U.S. Person and the
Notes cannot be tendered in the Offer by any such use, means,
instrumentality or facility or from or within or by persons located
or resident in the United States or by any U.S. Person. Any
purported tender of Notes in the Offer 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, a U.S. Person, by any person acting for the account
or
benefit of a U.S. Person, or by 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 the Offer will represent
that it is not a U.S. Person, is not located in the United States
and is not participating in the 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 the Offer from the United States and who is not a
U.S. Person. For the purposes of this and the above paragraph,
"United States" means the United States of America, 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 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 Offer 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
This announcement, the Tender Offer Memorandum and any other
documents or offering materials relating to the Offer, may not be
distributed (directly or indirectly) in the Republic of France
except to qualified investors (investisseurs qualifiés) as defined
in Article 2(e) of Regulation (EU) 2017/1129 (as amended). Neither
the Tender Offer Memorandum nor any other documents or offering
materials relating to the Offer have been and will not be submitted
for clearance to nor approved by the Autorité des marchés
financiers.
Italy
Neither the Offer, this announcement, the Tender Offer
Memorandum nor any other documents or materials relating to the
Offer 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 Offer is being carried out in the Republic of Italy as an
exempted offer 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. 20307 of 15 February 2018, 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 Offer.
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 Offer. The Tender
Agent is the agent of the Offeror and owes no duty to any Holder.
None of the Offeror, the Dealer Manager, the Trustee 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 Offer.
Neither this announcement nor the Tender Offer Memorandum nor
the electronic transmission thereof constitutes an offer to buy or
the solicitation of an offer to sell Notes (and tenders of Notes in
the Offer 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
the Offer to be made by a licensed broker or dealer or similar and
the Dealer Manager or any of their respective affiliates is such a
licensed broker or dealer or similar in any such jurisdiction, the
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 Offer 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 Offer" in the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to the Offer
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 sole and 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 Offer, 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 or submission may be rejected.
[1] Expressed on a semi-annual basis.
[2] Expressed on a semi-annual basis.
[3] Determined as at 1.00 p.m. (London time) on 2 August 2022
[4] The actual Purchase Price that the Offeror will pay for any
Notes validly tendered and accepted for purchase pursuant to the
Offer will be determined in the manner described in the Tender
Offer Memorandum on the basis of the Fixed Spread (specified
above), the relevant Reference Yield (determined as at the Pricing
Determination Time) and the Settlement Date.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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Kingdom. Terms and conditions relating to the use and distribution
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contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
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use the personal data you provide us, please see our Privacy
Policy.
END
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