30th Jun 2009 09:52
RNS Announcement
Title: Lloyds TSB Bank plc - Exchange Offer of Subordinated Securities into Senior Unsecured Notes
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 ANNOUNCES INVITATION TO EXCHANGE
EXISTING EURO AND STERLING SUBORDINATED SECURITIES FOR
NEW SENIOR UNSECURED NOTES
30 June 2009 - Lloyds TSB Bank plc (the "Issuer") has today invited all holders (subject to offer restrictions - see "Offer Restrictions" below) of the subordinated securities listed below to Offer to Exchange any or all of their outstanding Existing Notes, subject to the relevant Minimum New Issue Amount and the New Issue Amount (as determined by the Issuer, in its sole discretion, following the expiration of the Exchange Offer) for senior unsecured New Notes (the "Exchange Offer").
The purpose of the Exchange Offer is to create additional Core Tier 1 capital in the capital structure of the Lloyds Banking Group in order to improve and strengthen its capital base.
The Issuer will, as soon as is reasonably practicable after the Pricing Time on the Pricing Date, notify holders of Existing Notes which Offers to Exchange are accepted.
The Existing Notes and New Notes
The Existing Notes and the New Notes (which will rank as senior unsecured indebtedness of the issuer) are comprised as follows:
Existing Notes
|
ISIN |
Issuer |
Rating |
Cpn (%) |
Ccy |
Amt. Iss. (m) |
Maturity Date |
Next Call Date |
Exchange Price (%) |
New Notes |
|
XS0103961743 |
Clerical Medical Fin Plc |
Baa2 / A- / A- |
7.375 |
GBP |
200 |
Perp |
05-Nov-19 |
62 |
Sterling New Notes |
|
Sub-total |
|
|
|
|
200 |
|
|
|
|
|
XS0222798661 |
Clerical Medical Fin Plc |
Baa2 / B / A- |
4.250 |
EUR |
750 |
Perp |
24-Jun-15 |
48 |
Euro New Notes |
|
XS0132169672 |
Clerical Medical Fin Plc |
Baa1 / A- / A- |
6.450 |
EUR |
400 |
05-Jul-23 |
05-Jul-13 |
73 |
Euro New Notes |
|
Sub-total |
|
|
|
|
1,150 |
|
|
|
|
|
GBP total |
|
|
|
|
200 |
|
|
|
|
|
EUR total |
|
|
|
|
1,150 |
|
|
|
|
|
Total GBP (equiv.) |
|
|
|
1,170 |
|
|
|
|
|
New Notes
The New Notes are to be consolidated to form a single series with the Issuer's £402,967,000 6.375% Notes due April 2014 or the Issuer's €692,206,000 6.250% Notes due April 2014, as applicable.
|
Notes |
ISIN (Upon consolidation) |
Issuer |
Rating |
Cpn (%) |
Ccy |
Maturity Date |
New Issue Spread |
Benchmark |
|
Sterling New Notes |
XS0422703347 |
Lloyds TSB Bank plc |
Aa3 / A+ / AA- |
6.375 |
GBP |
15-Apr-14 |
ms + 230 |
Interpolated Mid-Swap Rate* |
|
Euro New Notes |
XS0422704238 |
Lloyds TSB Bank plc |
Aa3 / A+ / AA- |
6.250 |
EUR |
15-Apr-14 |
ms + 230 |
Interpolated Mid-Swap Rate* |
* The interpolated Mid-Swap rate is calculated by means of linear interpolation of the 4 Year Mid-Swap Rate and the 5 Year Mid-Swap Rate of the relevant currency at the Pricing Time on the Pricing Date
The Exchange Offer (in respect of each Series of Existing Notes) is conditional upon the aggregate principal amount of the relevant series of New Notes to be issued by the Issuer, in accordance with the terms of the Exchange Offer, being not less than:
£10 million in respect of the Sterling New Notes; and
€10 million in respect of the Euro New Notes.
Early Expiration Deadline and Early Expiration Option
If the Exchange Agent has received Offers to Exchange in respect of an aggregate principal amount of the relevant Existing Notes, which upon acceptance of such Offers to Exchange would result in the issue of the relevant New Notes in an aggregate principal amount equal to or greater than the relevant Minimum New Issue Amount applicable to such series of New Notes, the Issuer has the option (the "Early Expiration Option") to close early the Exchange Offer Period in respect of the relevant Series of Existing Notes at such date and time from and including the Early Expiration Deadline to the Expiration Time, as the Issuer, in its sole discretion shall determine.
The timetable for the Exchange Offer is detailed below:
|
Events |
Dates and Times |
|
Commencement of the Exchange Offer Period |
30 June 2009 |
|
Early Expiration Deadline |
4.00 p.m., on 7 July 2009 |
|
Expiration Date and Time |
4.00 p.m., on 9 July 2009 |
|
Pricing Date and Time |
On the Business Day following the Expiration Date |
|
Announcement of Pricing and Exchange Offer Results |
As soon as reasonably practicable after the Pricing Time on the Pricing Date |
|
Settlement Date |
Expected to be no more than 10 Business Days following the Expiration Date |
(All times are London time)
Holders are advised to check with the bank, securities broker, Clearing Systems or other Intermediary, if any, through which they hold their Existing Notes, whether such Intermediary applies different deadlines for any of the events specified above, and then to allow for such deadlines if they are earlier.
Acceptance of Offers to Exchange
If, in respect of any Series of Existing Notes, the Issuer accepts any valid Offers to Exchange, it intends to accept all valid Offers to Exchange in respect of such Series received by the Exchange Agent by the Early Expiration Deadline. Holders whose Offers to Exchange are submitted after the Early Expiration Deadline may not be accepted (as the relevant Exchange Offer may have been closed) or may be subject to pro ration.
Where the Issuer accepts Existing Notes validly Offered for Exchange, it intends to do so until, in the case of each series of New Notes, either (i) it has accepted all of the Existing Notes validly offered and eligible for exchange into the relevant series of New Notes, or (ii) the aggregate principal amount of such series of New Notes to be issued in exchange for such Existing Notes is the maximum amount that can be issued without exceeding the relevant New Issue Amount. Where the acceptance of all valid Offers to Exchange Existing Notes would require a greater aggregate principal amount of the relevant series of New Notes to be issued than the relevant New Issue Amount, the Issuer will (subject to its discretion to not accept Offers to Exchange for any reason) accept Offers to Exchange received by the Exchange Agent after the Early Expiration Deadline on a pro rata basis, as further described in the Exchange Offer Memorandum.
Where Offers to Exchange in respect of any Series of Existing Notes (which are received by the Exchange Agent after the Early Expiration Deadline but prior to the Expiration Time) are accepted on a pro rata basis, for the purposes of such acceptance each such Offer to Exchange will be scaled by application of a pro ration factor, as determined by the Issuer, in its sole discretion, on the Pricing Date. In making such determination, the Issuer shall take into account those Existing Notes of the relevant Series validly Offered for Exchange prior to the Early Expiration Deadline that are to be accepted for exchange in full. The Issuer may apply a different pro ration factor to each Series of Existing Notes in its sole discretion.
In the event that valid Offers to Exchange which are received by the Exchange Agent prior to the Early Expiration Deadline are not accepted in full, the Issuer, shall (subject to its discretion to not accept Offers to Exchange for any reason) apply the relevant pro ration factor to those Offers to Exchange Existing Notes which are received by the Exchange Agent prior to the Early Expiration Deadline on the basis set out in the Exchange Offer Memorandum. The Issuer will not accept further Offers to Exchange which are received by the Exchange Agent after the Early Expiration Deadline.
Holders wishing to participate in the Exchange Offer must submit, or arrange to have submitted on their behalf, not later than the Expiration Time and, in any event, before such earlier deadline as may be imposed by the relevant Clearing System (unless the Exchange Offer is closed earlier), a duly completed Electronic Instruction Notice in the form specified in the relevant Clearing System Notice.
Holders who validly Offer to Exchange their Existing Notes at or prior to the Expiration Time will, if their Offer to Exchange is accepted by the Issuer without any scaling, receive relevant New Notes in a principal amount (rounded down to the nearest £1,000 or €1,000, as applicable) equal to the aggregate principal amount of such Existing Notes multiplied by the relevant Exchange Ratio.
No Offer to Exchange Existing Notes will be accepted by the Issuer unless such Offer to Exchange relates to a sufficient principal amount of such Existing Notes (the "Minimum Existing Holding") to entitle the relevant Holder to be eligible to receive, in accordance with the terms of the Exchange Offer and including after any scaling of such Offer to Exchange (see "Terms of the Exchange Offer - Exchange Offer"), a principal amount of New Notes at least equal to £100,000, in the case of the Sterling New Notes or €50,000, in the case of the Euro New Notes, as these are the minimum denominations of the New Notes.
Results of the Exchange Offer
The issuer intends to announce as soon as reasonably practicable after the Pricing Time on the Pricing Date, (i) the Mid-Swap Rate, the New Notes Yield and the New Notes Price for each tranche of the New Notes (where relevant); (ii) the Exchange Ratio for each Series of Existing Notes and New Notes; (iii) whether valid Offers to Exchange pursuant to the Exchange Offer are accepted by the Issuer in respect of each Series of Existing Notes; (iv) the aggregate principal amounts of each Series of Existing Notes the Issuer accepts for exchange; (v) whether Offers to Exchange for each Series of Existing Notes are to be accepted in full (if at all) or on a pro rata basis and, where accepted on a pro rata basis, the extent to which such Offers to Exchange will be scaled; (vi) each New Issue Amount; (vii) the New Notes Accrued Interest Payment per €1,000 or £1,000 principal amount of New Notes (as applicable) payable by relevant holders; and (viii) the Settlement Date.
An amount in either sterling or euro (as the case may be) will be paid, or procured to be paid, by the Issuer on the Settlement Date to each relevant Holder equal to (i) the Accrued Interest Payment and (ii) the Cash Rounding Amount (if applicable).
In addition, each series of New Notes will be consolidated to form a single series with an existing series of notes issued by the Issuer. In order to permit such consolidation, each series of New Notes will be issued with an entitlement to New Notes Accrued Interest. Accordingly, Holders whose Offers to Exchange are accepted by the Issuer, will be required to make a cash payment (in sterling or euro, as applicable) of an amount equal to the relevant New Notes Accrued Interest Payment to the Issuer through the Clearing Systems on the Settlement Date, as further described in the Exchange Offer Memorandum.
General
The Exchange Offer is made on the terms and subject to the conditions set out in the Exchange Offer Memorandum, dated 30 June 2009. Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Exchange Offer Memorandum.
Eligible holders of the Existing Notes are advised to read carefully the Exchange Offer Memorandum for full details of and information on the procedures for participating in the Exchange Offer. Subject to applicable law and as provided in the Exchange Offer Memorandum, the Issuer may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Exchange Offer at any time.
The Exchange Offer is 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 Offer should be directed to the Dealer Managers:
|
THE DEALER MANAGERS |
||
|
Lloyds TSB Corporate Markets10 Gresham Street London EC2V 7AE United Kingdom |
BNP Paribas10 Harewood AvenueLondon NW1 6AA United Kingdom |
|
|
Tel: +44 20 7158 2016 |
Tel: +44 20 7595 8668 |
|
|
Fax: +44 20 7661 4790 |
Fax: +44 20 7595 5750 |
|
|
Attention: Debt Capital Markets |
Attention: Debt Restructuring Group |
|
|
email: [email protected] /jason.ving@lloydstsb.co.uk |
email: [email protected] |
|
Requests for information in relation to the procedures for exchanging Existing Notes in, and for any documents or materials relating to the Exchange Offer should be directed to the Exchange Agent:
|
EXCHANGE AGENT |
|
Lucid Issuer Services Limited436 Essex Road London N1 3QP United Kingdom |
|
Tel: +44 20 7704 0880 |
|
Fax: +44 20 7067 9098 |
|
Attention: Yves Theis / Lee Pellicci |
|
email: [email protected] |
DISCLAIMER
This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the 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 the Exchange Offer. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. Neither this announcement nor the Exchange Offer Memorandum constitute an invitation to participate in the 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 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 Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Exchange Offer Memorandum come are required by the Issuer, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.
OFFER RESTRICTIONS
United States
The Exchange Offer is 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 Memorandum and any other documents or materials relating to the Exchange Offer 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 Memorandum 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 Memorandum is limited to the Exchange Offer, and neither this announcement nor the Exchange Offer Memorandum 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 Exchange Offer will represent that it is participating in the Exchange Offer in accordance with Regulation S under the Securities Act and that it is not participating in the 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 Exchange Offer are not being made in the Republic of Italy. The Exchange Offer, this announcement and the Exchange Offer Memorandum 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, the Exchange Offer is not available to them and they may not Offer to Exchange Existing Notes pursuant to the 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 Memorandum or any other offering material relating to the Exchange Offer, 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 Memorandum 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 Offer is subject to further offer and distribution restrictions in, amongst other countries, Belgium, France and Switzerland as more fully set out in the 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 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 Offer. The Exchange Agent is the agent of the Issuer and owes no duty to any Holder. None of the Issuer, the Dealer Managers, the Trustee or the Exchange Agent makes any recommendation as to whether or not Holders should participate in the Exchange Offer.
The 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 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 Exchange Offer shall be deemed to be made on behalf of the Issuer by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.
Related Shares:
Lloyds