7th Apr 2009 12:03
NOT FOR DISTRIBUTION TO ANY US PERSON OR IN OR INTO THE UNITED STATES, OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (SEE "OFFER RESTRICTIONS" BELOW)
LLOYDS TSB BANK PLC EXCHANGE OFFER
PHASE 1 UPDATE: CHANGE TO OFFER TERMS
Further to its announcement of 25 March 2009, pursuant to which Lloyds TSB Bank plc (the "Issuer") invited (on behalf of itself and Bank of Scotland plc) holders of certain Upper Tier 2 securities to offer to exchange any or all of their Existing Notes, subject to the relevant Minimum New Issue Amount (where applicable) and the relevant New Issue Amount (as determined by the Issuer, in its sole discretion, following the expiration of the relevant Exchange Offer) for senior unsecured New Notes (the "Exchange Offers"), the Issuer hereby informs holders that the New Notes Spread and the New Notes Margin (as applicable) in respect of each series of New Notes to be issued pursuant to the Phase 1 Exchange Offer (as described in the announcement dated 25 March 2009), shall be increased by 25 bps to reflect market conditions. The revised New Notes Spread and New Notes Margin shall be as follows:
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Series of New Notes
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Revised New Notes Spread/New Notes Margin
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Sterling Series A New Notes
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325 bps
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Sterling Series B New Notes
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350 bps
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Euro Series A New Notes
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350 bps
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Euro Series B New Notes
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350 bps
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All Holders who submit, or who have submitted, valid Offers to Exchange to the Exchange Agent by the Expiration Time on the Expiration Date, being 4.00 p.m., London time, on 7 April 2009, will be entitled to receive New Notes issued on the revised terms set out above.
The Exchange Offers are made on the terms and subject to the conditions set out in the relevant Exchange Offer Memorandum, each dated 25 March 2009. Capitalised terms used and not otherwise defined in this announcement have the meaning given in the relevant Exchange Offer Memorandum.
The Exchange Offers are not being made in the United States or Italy or to any U.S. person or to any person located or resident in Italy and is also restricted in other jurisdictions.
Requests for information in relation to the Exchange Offers should be directed to the Dealer Managers:
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THE DEALER MANAGERS |
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Lloyds TSB Corporate Markets10 Gresham Street London EC2V 7AE United Kingdom |
UBS Limited1 Finsbury Avenue London EC2M 2PP United Kingdom |
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Tel: +44 20 7158 2016 |
Tel: +44 20 7567 0525 |
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Fax: +44 20 7661 4790 |
Fax: +44 20 7568 5332 |
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Attention: Debt Capital Markets |
Attention: Liability Management Group |
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email: [email protected] / [email protected] |
email: [email protected] / [email protected] |
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Requests for information in relation to the procedures for exchanging Existing Notes in, and for any documents or materials relating to the Exchange Offers should be directed to the Exchange Agent:
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EXCHANGE AGENT |
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Lucid Issuer Services Limited436 Essex Road London N1 3QP United Kingdom |
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Fax: +44 20 7067 9098 |
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Attention: Sunjeeve Patel, Lee Pellicci, Yves Theis |
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email: [email protected] |
DISCLAIMER
This announcement must be read in conjunction with the relevant Exchange Offer Memorandum. This announcement and the Exchange Offer Memoranda contain important information which must be read carefully before any decision is made with respect to the relevant Exchange Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax 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 Existing Notes 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 Exchange Offer. None of the Dealer Managers, the Exchange Agent, the Trustee, or 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 either Exchange Offer. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. Neither this announcement nor the relevant Exchange Offer Memorandum constitute an invitation to participate in the relevant Exchange Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws and offers of Existing Notes for exchange pursuant to the relevant Exchange Offer will not be accepted from Holders in any jurisdiction where such invitation is unlawful.
The distribution of this announcement and the Exchange Offer Memoranda in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Exchange Offer Memoranda come are required by each of the Issuer, the Lloyds Banking Group Companies, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.
OFFER RESTRICTIONS
United States
The Exchange 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 or to, or for the account or benefit of, U.S. persons. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. Accordingly, copies of this announcement, the Exchange Offer Memoranda and any other documents or materials relating to the Exchange 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 U.S. persons and the Existing Notes cannot be Offered for Exchange by any such use, means, instruments or facilities or from within the United States or by U.S. persons. Any purported Offer to Exchange Existing Notes resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported Offer to Exchange made by a U.S. person, a resident of the United States or from the United States or from 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.
Neither this announcement nor the Exchange Offer Memoranda constitute an offer of securities for sale in the United States or to U.S. persons. The Existing Notes and the New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of U.S. persons. The purpose of this announcement and the Exchange Offer Memoranda is limited to the relevant Exchange Offer, and neither this announcement nor the Exchange Offer Memoranda may be sent or given to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.
Each Holder of Existing Notes participating in the relevant Exchange Offer will represent that it is participating in the relevant Exchange Offer in accordance with Regulation S under the Securities Act and that it is not participating in the relevant Exchange Offer from the United States nor is it a U.S. person or an 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.
Italy
This announcement and the Exchange Offers are not being made in the Republic of Italy. The Exchange Offers, this announcement and the Exchange Offer Memoranda have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Holders are hereby notified that, to the extent such Holders are persons resident and/or located in the Republic of Italy, neither Exchange Offer is available to them and they may not Offer to Exchange Existing Notes pursuant to the relevant Exchange Offer nor may the New Notes be offered, sold or delivered in the Republic of Italy and, as such, any Electronic Instruction Notice received from or on behalf of such persons shall be ineffective and void, and none of this announcement, the Exchange Offer Memoranda or any other offering material relating to the Exchange Offers, the Existing Notes or the New Notes may be distributed or made available in the Republic of Italy.
United Kingdom
The communication of this announcement and the Exchange Offer Memoranda are not being made and such documents have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents are only for circulation to persons within the United Kingdom falling within the definition of Investment Professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43 of the Order, or other persons to whom they may lawfully be communicated in accordance with the Order.
Other
The Exchange Offers are subject to further offer and distribution restrictions in, amongst other countries, Belgium, France and Switzerland as more fully set out in the relevant Exchange Offer Memorandum. The distribution of this announcement in those jurisdictions is restricted by the laws of such jurisdictions. No action has been or will be taken in any jurisdiction in relation to the relevant Exchange Offer that would permit a public offering of securities other than in Switzerland.
General
The Dealer Managers, the Trustee and the Exchange Agent (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this document or the Exchange Offers. The Exchange Agent is the agent of the Issuer and owes no duty to any Holder. None of the Issuer, the Lloyds Banking Group Companies, the Dealer Managers, the Trustee or the Exchange Agent makes any recommendation as to whether or not Holders should participate in the Exchange Offer.
Each Exchange Offer does not constitute an offer to buy or the solicitation of an offer to sell the Existing Notes and/or the New Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the relevant Exchange Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the relevant Exchange Offer shall be deemed to be made on behalf of the Lloyds Banking Group Companies by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.
Related Shares:
Lloyds