26 Sep 2012 14:53
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON.
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
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26 September 2012
Bank of Scotland plc and Lloyds TSB Bank plc cash tender offers on certain Canadian dollar, euro, pounds sterling and Swiss franc securities: announcement of pricing information, acceptances and final results
On 18 September 2012, on the terms of and subject to the conditions contained in a tender offer memorandum dated 18 September 2012 (the "Tender Offer Memorandum"):
(i) Bank of Scotland plc ("BOS") invited Holders of the BOS Notes listed below to tender their BOS Notes for purchase by BOS for cash (the "BOS Offers"); and
(ii) Lloyds TSB Bank plc ("LTSB" and, together with BOS, the "Offerors" and each an "Offeror") invited Holders of the LTSB Notes listed below to tender their LTSB Notes for purchase by LTSB for cash (the "LTSB Offers" and, together with the BOS Offers, the "Offers").
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 Dealer Managers and the Tender Agents.
Further to such invitation, each of BOS and LTSB (as applicable) announced (i) the Purchase Price in respect of the BOS Floating Rate Notes and each Series of LTSB CAD Notes; (ii) the Clearing Spread in respect of each Series of BOS Fixed Rate Notes and LTSB Non-CAD Notes; and (iii) the indicative Series Acceptance Amount in respect of each Series of Notes at 10.45 a.m. (London time) today, 26 September 2012.
Each of BOS and LTSB (as applicable) hereby informs Holders that (i) the Reference Yield, Repurchase Yield and Purchase Price in respect of each Series of BOS Fixed Rate Notes and LTSB Non-CAD Notes; and (ii) the Accrued Interest and final Series Acceptance Amount in respect of each relevant Series of Securities has been set as specified in the tables below. The Offerors have elected to increase the Maximum Offer Amount in accordance with the conditions contained in the Tender Offer Memorandum to £2,173,038,298.
Title of BOS Floating Rate Notes | ISIN Number | Principal Amount Outstanding | Purchase Price[1] | Series Acceptance Amount | Accrued Interest[2] |
€1,250,000,000 Floating Rate Notes due October 2013 | XS0272266049 | €1,250,000,000 | €1,001.10 | €593,068,000 | €0.96 |
Title of BOS Fixed Rate Notes | ISIN Number | Principal Amount Outstanding | Reference Benchmark | Clearing Spread | Reference Yield | Repurchase Yield | Purchase Price[3] | Series Acceptance Amount | Accrued Interest[4] |
€1,500,000,000 5.625 per cent. Fixed Rate Notes due 23 May 2013 | XS0365381473 | €1,500,000,000 | Applicable Interpolated Mid-Swap Rate | 0 basis points | 0.522% | 0.522% | €1,032.96 | €363,634,000 | €19.73 |
CHF250,000,000 3.00 per cent. Notes due May 2016 | CH0025368751 | CHF250,000,000 | Applicable Interpolated Mid-Swap Rate | 57 basis points | 0.186% | 0.756% | CHF1,080.70 | CHF63,120,000 | CHF10.17 |
Title of LTSB CAD Notes | ISIN Number | Principal Amount Outstanding | Purchase Price[5] | Series Acceptance Amount | Accrued Interest[6] |
CAD350,000,000 4.57 per cent. Notes due October 2015 | CA539473AF59 | CAD350,000,000 | N/A | N/A | N/A |
CAD500,000,000 5.28 per cent. Notes due April 2016 | CA539473AN83 | CAD500,000,000 | N/A | N/A | N/A |
Title of LTSB Non-CAD Notes | ISIN Number | Principal Amount Outstanding | Reference Benchmark | Clearing Spread | Reference Yield | Repurchase Yield | Purchase Price[7] | Series Acceptance Amount | Accrued Interest[8] |
CHF500,000,000 2.50 per cent. Notes due April 2014 | CH0126325502 | CHF500,000,000 | Applicable Interpolated Mid-Swap Rate | 20 basis points | 0.220% | 0.420% | CHF1,032.00 | CHF94,770,000 | CHF11.32 |
€982,549,000 6.25 per cent. Notes due April 2014 | XS0422704238 | €675,856,000 | Applicable Interpolated Mid-Swap Rate | 10 basis points | 0.592% | 0.692% | €1,085.08 | €175,342,000 | €28.42 |
£492,113,000 6.375 per cent. Notes due April 2014 | XS0422703347 | £492,113,000 | 5 per cent. UK Treasury Gilt due September 2014 | 130 basis points | 0.191% | 1.491% | £1,074.38 | £103,330,000 | £28.91 |
€1,500,000,000 4.50 per cent. Notes due September 2014 | XS0604400001 | €996,797,000 | Applicable Interpolated Mid-Swap Rate | 31 basis points | 0.513% | 0.823% | €1,071.35 | €132,035,000 | €1.60 |
CHF800,000,000 2.50 per cent. Notes due March 2015 | CH0116767457 | CHF800,000,000 | Applicable Interpolated Mid-Swap Rate | 50 basis points | 0.122% | 0.622% | CHF1,046.17 | CHF168,440,000 | CHF12.85 |
€600,000,000 3.375 per cent. Notes due April 2015 | XS0550541691 | €590,000,000 | Applicable Interpolated Mid-Swap Rate | 67 basis points | 0.570% | 1.240% | €1,053.40 | €60,411,000 | €14.89 |
€1,250,000,000 3.75 per cent. Notes due September 2015 | XS0539845171 | €1,003,578,000 | Applicable Interpolated Mid-Swap Rate | 72 basis points | 0.614% | 1.334% | €1,069.25 | €101,937,000 | €2.16 |
€2,000,000,000 6.375 per cent. Notes due June 2016 | XS0435070288 | €1,704,071,000 | Applicable Interpolated Mid-Swap Rate | 78 basis points | 0.741% | 1.521% | €1,174.07 | €200,220,000 | €17.99 |
€1,500,000,000 4.625 per cent. Notes due February 2017 | XS0740795041 | €1,500,000,000 | Applicable Interpolated Mid-Swap Rate | 85 basis points | 0.855% | 1.705% | €1,121.26 | €302,773,000 | €30.20 |
£400,000,000 6.75 per cent. Notes due October 2018 | XS0395139354 | £225,850,000 | 5 per cent. UK Treasury Gilt due March 2018 | 220 basis points | 0.784% | 2.984% | £1,207.68 | £39,098,000 | £28.95 |
€1,500,000,000 5.375 per cent. Notes due September 2019 | XS0449361350 | €1,230,741,000 | Applicable Interpolated Mid-Swap Rate | 114 basis points | 1.346% | 2.486% | €1,181.84 | €85,734,000 | €3.68 |
£708,885,000 7.50 per cent. Notes due April 2024 | XS0422704071 | £703,885,000 | 5 per cent. UK Treasury Gilt due March 2025 | 230 basis points | 1.922% | 4.222% | £1,297.11 | £97,929,000 | £34.02 |
£1,000,000,000 6.50 per cent. Notes due September 2040 | XS0543369184 | £988,000,000 | 4.75 per cent. UK Treasury Gilt due December 2038 | 225 basis points | 2.935% | 5.185% | £1,180.77 | £108,618,000 | £1.96 |
Total Acceptance Amount
The aggregate principal amount of Notes to be accepted in the Offers across all Series of Notes combined, converted into pounds sterling in the case of (i) LTSB CAD Notes at the CAD FX Rate; (ii) Euro Notes at the Euro FX Rate; and (iii) CHF Notes at the CHF FX Rate, is £2,173,038,298.
Settlement
Settlement of the relevant Purchase Price and Accrued Interest payment is expected to take place on 28 September 2012.
FURTHER INFORMATION
Lucid Issuer Services Limited has been appointed by the Offerors as lead tender agent (the "Lead Tender Agent") in connection with the Offers and Citibank, N.A., London Branch as Canadian tender agent (the "Canadian Tender Agent" and, together with the Lead Tender Agent, the "Tender Agents") in connection with the Offers in respect of the LTSB CAD Notes.
Deutsche Bank AG, London Branch, Lloyds TSB Bank plc and UBS Limited have been appointed by the Offerors as Dealer Managers (the "Dealer Managers") for the purposes of the Offers.
For further information please contact:
For analysts:
Frederik VerpoestDirector of Investor RelationsLloyds Banking Groupfrederik.verpoest@ltsb-finance.co.uk+44 207 356 2385
For press:
Nicole Sharp
Media Relations
Nicole.sharp@lloydsbanking.com
+44 207 356 2120
Requests for information in relation to the Offers should be directed to:
DEALER MANAGERS
Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DBUnited KingdomIn EuropeTel: +44 20 7545 8011Attention: Liability Management Groupemail: liability.management@db.com
In CanadaTel: + 1 416 682 8740Attention: Scott Lampardemail: scott.lampard@db.com | Lloyds TSB Bank plcLloyds Bank10 Gresham StreetLondon EC2V 7AEUnited KingdomIn EuropeTel: +44 20 7158 3981Attention: Liability Management Groupemail: liability.management@lloydsbanking.com
| UBS Limited1 Finsbury AvenueLondon EC2M 2PPUnited KingdomIn EuropeTel: +44 207 567 0525Attention: Liability Management Groupemail: OL-liability-management@ubs.com |
Requests for information in relation to the procedures for tendering Notes in, and for any documents or materials relating to, the Tender Offer should be directed to:
LEAD TENDER AGENT
|
Lucid Issuer Services LimitedLeroy House436 Essex RoadLondon N1 3QPUnited KingdomTel: +44 20 7704 0880Attention: Sunjeeve Patel / David Shilson / Thomas Choquet / Paul KammingaEmail: lbg@lucid-is.com
|
CANADIAN TENDER AGENT
|
Citibank, N.A., London Branch13th FloorCanada SquareCitigroup CentreLondon E14 5LBTel: (UK) +44 207 508 3867Tel: (CAN) +1 905 212 8906Fax: +44 203 320 2405Attention: Exchange Team - Agency + Trustemail: exchange.gats@citi.com |
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum.
This announcement and the Tender Offer Memorandum do not constitute 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 the Tender Offer Memorandum comes are required by each of the Offerors, the Dealer Managers and the Tender Agents to inform themselves about and to observe any such restrictions.
General
The Dealer Managers and the Tender Agents (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Tender Offer Memorandum or the Offers. The Lead Tender Agent is the agent of the Offerors and the Canadian Tender Agent is the agent of LTSB and each owes no duty to any Holder. None of the Offerors, the Dealer Managers or the Tender Agents (or any of their respective directors, employees or affiliates) makes any recommendation as to whether or not Holders should participate in the Offers.
The Offers do not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Offers shall be deemed to be made on behalf of the relevant Offeror by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.
[1] Per €1,000 principal amount.
[2] Per €1,000 principal amount, for the purposes of illustration only.
[3] Per €1,000 or CHF1,000 principal amount, as applicable.
[4] Per €1,000 or CHF1,000 principal amount, as applicable, for the purposes of illustration only.
[5] Per CAD1,000 principal amount.
[6] Per CAD1,000 principal amount, for the purposes of illustration only.
[7] Per €1,000, £1,000 or CHF1,000 principal amount, as applicable.
[8] Per €1,000, £1,000 or CHF1,000 principal amount, as applicable, for the purposes of illustration only.