26 Sep 2012 15:48
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 26, 2012
Bank of Scotland plc and Lloyds TSB Bank plc cash tender offers on certain U.S. dollar Securities: announcement of final results
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.
Further to such invitations, each of BOS and LTSB (as applicable) announced at 9.40 a.m. (New York City time) on September 25, 2012 (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.
The Offers expired at noon (New York City time) on September 25, 2012. Each of BOS and LTSB (as applicable) hereby informs Holders that the aggregate principal amount of each Series of Securities validly tendered and to be accepted for purchase is as set out in the tables below, and each such Holder is entitled to receive on the Settlement Date, which is expected to be September 28, 2012, the applicable Purchase Price plus the Accrued Interest Payment set out below.
Title of BOS Fixed Rate Security | ISIN Numbers | CUSIP | Repurchase Spread | Fixed Rate Purchase Price[†] | Aggregate principal amount accepted for purchase | 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)
| 100 basis points | U.S.$1,151.38 | U.S.$806,066,000 | U.S.$5.40 |
Title of LTSB Fixed Rate Security | ISIN Numbers | CUSIP | Repurchase Spread | Fixed Rate Purchase Price[§] | Aggregate principal amount accepted for purchase | 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)
| 120 basis points | U.S.$1,063.31 | U.S.$83,572,000 | 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
| 110 basis points | U.S.$1,099.65 | U.S.$108,962,000 | 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 | 120 basis points | U.S.$1,100.34 | U.S.$967,578,000 | 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)
| 150 basis points | U.S.$1,167.21 | U.S.$400,517,000 | 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
| 150 basis points | U.S.$1,229.37 | U.S.$158,204,000 | U.S.$11.86 |
Title of Floating Rate Security | ISIN Number |
CUSIP | Floating Rate Purchase Price[††] | Aggregate principal amount accepted for purchase | 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.$159,981,000 | U.S.$5.14 |
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 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.
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.
[†] 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.