25 Sep 2012 14:49
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
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September 25, 2012 - 2.40 p.m.
Bank of Scotland plc and Lloyds TSB Bank plc cash tender offers on certain U.S. dollar Securities: announcement of pricing information
On September 18, 2012, on the terms of and subject to the conditions contained in a tender offer memorandum dated September 18, 2012 (the "Tender Offer Memorandum"):
(i) Bank of Scotland plc ("BOS") invited Holders of the BOS Fixed Rate Securities listed below to tender any and all of their BOS Fixed Rate Securities for purchase by BOS for cash (the "BOS Offer"); and
(ii) Lloyds TSB Bank plc ("LTSB" and, together with BOS, the "Offerors" and each an "Offeror") invited Holders of the LTSB Fixed Rate Securities and Floating Rate Securities listed below to tender any and all of their LTSB Fixed Rate Securities and Floating Rate Securities for purchase by LTSB for cash (the "LTSB Offers" and, together with the BOS Offer, 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 invitations, each of BOS and LTSB (as applicable) hereby informs Holders that (i) the Fixed Rate Purchase Price in respect of the BOS Fixed Rate Securities and each Series of LTSB Fixed Rate Securities and (ii) the Accrued Interest in respect of each Series of Securities have been calculated as specified in the tables below.
Title of BOS Fixed Rate Security | ISIN Numbers | CUSIP | Reference Yield | Repurchase Spread | Repurchase Yield | Fixed Rate Purchase Price[†] | Accrued Interest[‡] |
BOS U.S.$3,000,000,000 5.25% Covered Bonds due February 2017 guaranteed by HBOS plc | XS0286774483 (Reg S) US40411EAB48 (144A)
| 028677448(Reg S) 40411EAB4 (144A)
| 0.665% | 100 basis points | 1.665% | U.S.$1,151.38 | U.S.$5.40 |
Title of LTSB Fixed Rate Security | ISIN Numbers | CUSIP | Reference Yield | Repurchase Spread | Repurchase Yield | Fixed Rate Purchase Price[§] | Accrued Interest[**] |
LTSB U.S.$2,250,000,000 4.375% Senior Fixed Rate Notes due January 2015 guaranteed by Lloyds Banking Group plc | US53947PAA75 (Reg S) US53947MAA45 (144A) | 53947PAA7(Reg S) 53947MAA4 (144A)
| 0.348% | 120 basis points | 1.548% | U.S.$1,063.31 | U.S.$9.24 |
LTSB U.S.$2,250,000,000 4.875% Senior Fixed Rate Notes due January 2016 guaranteed by Lloyds Banking Group plc | US539473AG31 | 539473AG3
| 0.665% | 110 basis points | 1.765% | U.S.$1,099.65 | U.S.$9.07 |
LTSB U.S.$1,500,000,000 4.200% Senior Fixed Rate Notes due March 2017 guaranteed by Lloyds Banking Group plc | US539473AQ13 | 539473AQ1 | 0.665% | 120 basis points | 1.865% | U.S.$1,100.34 | U.S.$0.00 |
LTSB U.S.$2,750,000,000 5.800% Senior Fixed Rate Notes due January 2020 guaranteed by Lloyds Banking Group plc | US53947PAB58 (Reg S) US53947MAB28 (144A)
| 53947PAB5 (Reg S) 53947MAB2 (144A)
| 1.709% | 150 basis points | 3.209% | U.S.$1,167.21 | U.S.$12.08 |
LTSB U.S.$2,500,000,000 6.375% Senior Fixed Rate Notes due January 2021 guaranteed by Lloyds Banking Group plc | US539473AH14 | 539473AH1
| 1.709% | 150 basis points | 3.209% | U.S.$1,229.37 | U.S.$11.86 |
Title of Floating Rate Security | ISIN Number |
CUSIP | Floating Rate Purchase Price[††] | Accrued Interest[‡‡] |
LTSB U.S.$2,000,000,000 Floating Rate Notes due January 2014 guaranteed by Lloyds Banking Group plc | US539473AK43 | 539473AK4 | U.S.$1,023.50 | U.S.$5.14 |
Offers Period and Results
The Offers commenced on September 18, 2012, and will end at noon (New York City time) today, September 25, 2012 (the "Expiration Deadline"), unless extended, re-opened, and/or terminated as provided in the Tender Offer Memorandum.
The relevant deadline set by any intermediary or the relevant Clearing System for the submission of Tender Instructions may be earlier than this deadline.
The results of the Offers are expected to be announced on September 26, 2012. Each Offeror will announce the aggregate principal amount of each Series of Securities for purchase by such Offeror. The acceptance of Securities for purchase is conditional on the satisfaction of the conditions of the Offers as provided in the Tender Offer Memorandum. Settlement of the relevant Purchase Price and, where applicable, Accrued Interest is expected to take place on September 28, 2012.
In order to be eligible to participate in one or more of the Offers, Holders must validly tender their Securities 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. Any submission amount must be equal to or greater than the relevant Security's Minimum Denomination. See the Tender Offer Memorandum for further details on submitting a Tender Instruction.
The submission of a valid Tender Instruction will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Announcements in connection with the Offers will be made via RNS (the Regulatory News Service provided by the London Stock Exchange) and, in the case of the BOS Fixed Rate Securities, a Luxembourg Stock Exchange Notice. Such announcements may also be made by the issue of a notice to a Notifying News Service and by delivery of notices to the 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 which are set out below.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the key events relating to the Offers. This is an indicative timetable and is subject to change.
| Date and Time | Action | ||
September 25, 2012, noon (New York City time) | 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. |
| |||
September 26, 2012 | Announcement of Results of Offers |
| ||
The Offerors expect to announce the final aggregate principal amount of each Series of Securities accepted for purchase by the relevant Offeror. |
| |||
September 28, 2012 | Settlement Date |
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Expected Settlement Date for Securities validly tendered and accepted by the relevant Offeror. Payment of the relevant Purchase Price and any Accrued Interest Payment in respect of any such Securities. |
| |||
The above dates and times are subject, where applicable, to the right of the relevant Offeror to extend, re-open, amend, and/or terminate the relevant Offer(s), subject to applicable laws. Holders are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would require to receive instructions to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines set out above.
Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers.
FURTHER INFORMATION
Lucid Issuer Services Limited has been appointed by the Offerors as Tender Agent (the "Tender Agent") for the purposes of the Offers.
Deutsche Bank Securities Inc., Lloyds Securities Inc. 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 Securities Inc.60 Wall StreetNew York, NY 10005United StatesCollect: +1 212 250 7527Toll-Free: +1 855 287 1922Attn: Liability Management Groupemail: US_Liability_Strategies_Team@list.db.com Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DBUnited KingdomTel: +44 20 7545 8011Attn: Liability Management Groupemail: liability.management@db.com | Lloyds Securities Inc.1095 Avenue of the AmericasNew York, NY 10036United StatesAttn: Liability Management GroupCollect: +1 212 827 3105Toll-Free: +1 855-400-6511email: liability.management@lloydsbanking.comLloyds TSB Bank plcLloyds Bank10 Gresham StreetLondon EC2V 7AEUnited KingdomTel: +44 20 7158 3981Attn: Liability Management Groupemail: liability.management@lloydsbanking.com | UBS Limited1 Finsbury AvenueLondon EC2M 2PPUnited KingdomIn the United States:Attn: Liability Management GroupToll-Free: +1 888 719 4210Collect: +1 203 719 4210e-mail:OL-Liability-Management@ubs.comOutside the United States:Attn: Liability Management GroupTel: +44 207 567 0525e-mail: OL-Liability-Management@ubs.com |
Requests for information in relation to the procedures for tendering Securities in, and for any documents or materials relating to, the Offers should be directed to:
TENDER AGENT Lucid Issuer Services LimitedLeroy House436 Essex RoadLondon N1 3QPEnglandTel: +44 20 7704 0880Attention: Sunjeeve Patel / David Shilson / Thomas Choquet / Paul KammingaEmail: lbg@lucid-is.com |
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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, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial adviser. Any individual or company whose Securities 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 participate in the Offers. None of the Offerors, 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 any 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 Agent to inform themselves about and to observe any such restrictions.
United Kingdom
The communication of this announcement, 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 relevant Offeror or other persons within Article 43 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.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ("Autorité des services et marches financiers/Autoriteit financiële diensten en markten") and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. The Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Offers are not being made, directly or indirectly, to the public in France. Neither this announcement, 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 to D.411-3 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, this announcement, the Tender Offer Memorandum nor 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 Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "Issuers' Regulation"). The Offers are also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation. Holders or beneficial owners of Securities that are located in Italy can tender Securities for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 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 Securities or the Offers.
Switzerland
Neither this announcement, Tender Offer Memorandum nor any other offering or marketing material relating to the Securities constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Offers. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Offers.
Jersey
The Offers do not constitute a prospectus nor offers or invitations to the public for the purposes of the Companies (Jersey) Law 1991, as amended, or the Control of Borrowing (Jersey) Order 1958 and no consent, licence or other authority has been sought under these laws or any other securities laws in the Island of Jersey. Accordingly, neither this announcement, Tender Offer Memorandum nor any other documents relating to the Offers may be circulated in Jersey.
Australia
No prospectus or other disclosure document (as defined in the Corporations Act of Australia 2001 (Cth) (the "Corporations Act")) in relation to the Offers has been or will be lodged with the Australian Securities and Investments Commission ("ASIC") and this document does not comply with Division 5A of Part 7.9 of the Corporations Act.
In addition:
(a) no offers or applications will be made or invited for the purchase of any Securities in Australia (including an offer or invitation which is received by a person in Australia); and
(b) the Tender Offer Memorandum or any other offering material or advertisement relating to any Securities will not be distributed or published in Australia,
unless (i) the aggregate consideration payable by the relevant Offeror is at least AUD500,000 (or its equivalent in other currencies, but disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Parts 6D.2 or 7.9 of the Corporations Act; (ii) such action complies with all applicable laws and regulations; (iii) such action does not require any document to be lodged with ASIC; and (iv) the offer or invitation is made in circumstances specified in Corporations Regulation 7.9.97.
The People's Republic of China
The Offers are not being made directly or indirectly into the People's Republic of China except as permitted by the securities laws of the People's Republic of China.
Taiwan
The Offers are not being made directly or indirectly into Taiwan except as permitted by the securities laws of Taiwan.
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 Offerors and owes no duty to any Holder. None of the Offerors, 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 Securities 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 any of 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.
Each Holder participating in an Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offers" in the Tender Offer Memorandum. Any tender of Securities for purchase pursuant to an Offer from a Holder that is unable to make these representations may be rejected. Each of the Offerors, the Dealer Managers and the Tender Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Securities 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 relevant Offeror determines (for any reason) that such representation is not correct, such tender may be rejected.
[†] Per U.S.$1,000 principal amount.
[‡] Per U.S.$1,000 principal amount, for the purposes of illustration only.
[§] Per U.S.$1,000 principal amount.
[**] Per U.S.$1,000 principal amount, for the purposes of illustration only.
[††] Per U.S.$1,000 principal amount.
[‡‡] Per U.S.$1,000 principal amount, for the purposes of illustration only.