7th Jul 2009 12:42
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 INTENTION TO EXERCISE
THE EARLY EXPIRATION OPTION IN THE EXCHANGE OFFER
7 July 2009 - This announcement refers to the exchange offer announced on 30 June 2009, pursuant to which Lloyds TSB Bank plc (the "Issuer") invited all holders (subject to offer restrictions - see "Offer Restrictions" below) of all subordinated securities issued by Clerical Medical Finance plc to Offer to Exchange any or all of their 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 Issuer hereby informs holders that it will exercise the Early Expiration Option with effect from the Early Expiration Deadline. The Exchange Offer will therefore close at 4.00 p.m. (London Time), on 7 July 2009.
Results of the Exchange Offer
The Issuer intends to announce as soon as reasonably practicable after the Pricing Time on 8 July 2009, (i) the Mid-Swap Rate, the New Notes Yield and the New Notes Price for each tranche of the New Notes; (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.
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.
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:
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THE DEALER MANAGERS |
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Lloyds TSB Corporate Markets10 Gresham Street London EC2V 7AE United Kingdom |
BNP Paribas10 Harewood AvenueLondon NW1 6AA United Kingdom |
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Tel: +44 20 7158 2016 |
Tel: +44 20 7595 8668 |
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Fax: +44 20 7661 4790 |
Fax: +44 20 7595 5750 |
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Attention: Debt Capital Markets |
Attention: Debt Restructuring Group |
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email: [email protected] /jason.ving@lloydstsb.co.uk |
email: [email protected] |
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Requests for information in relation to the procedures of the Exchange Offer 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 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