25 Nov 2013 12:00
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)
==========================================================================
25 November 2013
Bank of Scotland plc launches any and all tender offers on certain Euro and Sterling Covered Bonds
On the terms of and subject to the conditions contained in a tender offer memorandum dated 25 November 2013 (the "Tender Offer Memorandum"):
Bank of Scotland plc (the "Offeror") has today invited Holders of the Covered Bonds listed below to tender any and all of their Covered Bonds 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.
THE OFFERS
Subject to the relevant Minimum Denomination, the Offeror will pay the applicable Purchase Price detailed in the table below in respect of the Covered Bonds which it accepts for purchase in the manner described in the Tender Offer Memorandum.
Title of Security | ISIN Number | Principal Amount Outstanding | Reference Benchmark | Fixed Spread | Repurchase Yield | Purchase Price |
€2,000,000,000 3.875 per cent. Covered Bonds due January 2014
| XS0275093473 | €2,000,000,000 | - | - | 0 per cent. | To be determined as set out in the Tender Offer Memorandum1 |
€2,000,000,000 4.25 per cent. Covered Bonds due September 2014 | XS0201674594 | €2,000,000,000 | 2.5 per cent. German Government Bunds due October 2014 (ISIN: DE0001141554) | + 0 basis points | Sum of the Reference Yield and Fixed Spread | To be determined as set out in the Tender Offer Memorandum |
£500,000,000 Fixed to Floating Rate Covered Bonds due December 2014
| XS0208047778 | £316,000,000 | - | - | n.a. | £1,000.77 per £1,000 in aggregate principal amount |
€2,000,000,000 4.75 per cent. Covered Bonds due January 2015 | XS0327502224 | €2,000,000,000 | 3.75 per cent. German Government Bunds due January 2015 (ISIN: DE0001135267) | + 0 basis points | Sum of the Reference Yield and Fixed Spread | To be determined as set out in the Tender Offer Memorandum |
1If the settlement date occurs on 6 December 2013, the Purchase Price for the January 2014 Covered Bond will be €1,004.25 per €1,000 in aggregate principal amount. | ||||||
Rationale for the Offers
By tendering for certain Euro and Sterling Covered Bonds, Lloyds Banking Group plc intends to manage its overall wholesale funding position and better optimise its stock of outstanding debt securities whilst maintaining a prudent approach to liquidity.
Accrued Interest Payment
An amount equal to accrued and unpaid interest (if any) will also be paid as consideration in respect of all Covered Bonds 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 Covered Bonds to, but excluding, the Settlement Date.
Offer Period and Results
The Offers commenced today, 25 November 2013, and will end at 4:00p.m. (London time) on 2 December 2013 (the "Expiration Deadline"), unless extended, re-opened, amended or terminated as provided in the Tender Offer Memorandum.
The relevant deadline set by any intermediary or each Clearing System may be earlier than this deadline.
The Offeror intends to announce, as soon as reasonably practicable after the Price Determination Time, each Series Acceptance Amount and the Purchase Price in respect of each Series of Yield-based Covered Bonds. Settlement of the relevant Purchase Price and, where applicable, Accrued Interest Payment is expected to take place on 6 December 2013.
In order to be eligible to receive the relevant Purchase Price, Holders must validly tender their Covered Bonds by the Expiration Deadline, by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline. Tender Instructions must be submitted in respect of a minimum principal amount of Covered Bonds of no less than the relevant Minimum Denomination.
Announcements will be made to Holders by way of RNS and Luxembourg Stock Exchange announcements. Such announcements may also be made on the relevant Reuters International Insider Screen, relevant Notifying News Service(s) and through the relevant Clearing Systems and shall, absent manifest error, be final and binding on the Offeror and the Holders. Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent, the contact details for whom are on the last page of this Announcement.
INDICATION TIMETABLE
Date and Time |
| Action |
|
25 November 2013 |
| Commencement of the Offers Offers announced through RNS and/or Luxembourg Stock Exchange announcements, as applicable, 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.
|
|
4.00 p.m. (London time) on 2 December 2013 |
| 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 3 December 2013 (the "Price Determination Date") |
| Price Determination Time Determination of the relevant Reference Yields, Repurchase Yields, Series Acceptance Amounts and Yield-based Covered Bonds Purchase Prices. |
|
As soon as practicable after the Price Determination Time |
| Announcement by the Offeror of the relevant Reference Yield, the Repurchase Yield, the Purchase Price, Accrued Interest, if any, and the Series Acceptance Amount in relation to each Series of Covered Bonds. |
|
6 December 2013 |
| Settlement Date Expected Settlement Date for Covered Bonds validly tendered and accepted by the Offeror. Payment of the relevant Purchase Price and any Accrued Interest Payment in respect of any such Covered Bonds. |
|
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Covered Bonds 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.
Before making a decision with respect to the Offers, Holders should carefully consider all of the information in the Tender Offer Memorandum.
FURTHER INFORMATION
Lucid Issuer Services Limited have been appointed by the Offeror as the tender agent (the "Tender Agent") in connection with the Offers.
BNP Paribas and Lloyds Bank plc 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:
Charles King
Director of Investor Relations
Lloyds Banking Group
charles.king@lloydsbanking.com
+44 207 356 3537
For press:
Matt Smith
Media Relations
matt.smith@lloydsbanking.com
+44 207 356 3522
Requests for information in relation to the Offers should be directed to:
DEALER MANAGERS
| |
BNP Paribas 10 Harewood Avenue London NW1 6AA United Kingdom
In Europe Tel: +44 20 7595 8668 Attention: Liability Management Group email: liability.management@bnpparibas.com
| Lloyds Bank plc 10 Gresham Street London EC2V 7AE United Kingdom
In Europe Tel: +44 20 7158 3981 Attention: Liability Management Group email: liability.management@lloydsbanking.com |
Requests for information in relation to the procedures for tendering Notes in, and for any documents or materials relating to, the Offer should be directed to:
TENDER AGENT
|
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Tel: +44 20 7704 0880 Fax: +44 20 7067 9098 Attention: Sunjeeve Patel/Paul Kamminga email: bos@lucid-is.com
|
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which must 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, it is recommended to seek its own legal, tax, accounting 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 Covered Bonds 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 Offers. None of the Offeror, the Dealer Managers, the Tender Agent and 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 the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
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 the Offeror, the Dealer Managers 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 and the internet. The Covered Bonds may not be tendered in any Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by U.S. Persons as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person"). Accordingly, copies of 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 or to any persons located or resident in the United States or to U.S. Persons. Any purported tender of Covered Bonds in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Covered Bonds made by a person located or resident in the United States or by a U.S. Person, or 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.
Each Holder participating in an Offer will represent that it is not a U.S. Person and it is not located or resident in the United States and is not participating in such 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 such Offer from the United States and 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, any state of the United States of America and the District of Columbia.
United Kingdom
The communication of the Tender Offer Memorandum 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 falling 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 France. Neither 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), 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
None of the Offers, the Tender Offer Memorandum or any other document or materials relating to the Offers have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. Each 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"), as the case may be. The Offers are also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation. Holders or beneficial owners of Covered Bonds that are located in the Republic of Italy can tender Covered Bonds for purchase in the Offers 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 Covered Bonds or the Offers.
General
The Dealer Managers and the Tender Agent (and their respective directors, employees 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 Managers or the Tender Agent (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 Covered Bonds 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 Offeror by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Holder participating in an Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to in the Tender and Offer Memorandum. Any tender of Covered Bonds for purchase pursuant to an Offer from a Holder that is unable to make these representations may be rejected. Each of the Offeror, the Dealer Managers and the Tender Agent reserves the right, in their sole and absolute discretion, to investigate, in relation to any tender of Covered Bonds for purchase pursuant to an 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 may be rejected.