Tender Offer - EUR and GBP securities

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON.

(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

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28 June, 2012 - 14.15

Lloyds TSB Bank plc launches cash tender offer on certain euro and pounds sterling securities

Lloyds TSB Bank plc (the "Issuer") has today invited Holders of the securities listed below (the "Securities") to tender their Securities for cash purchase (the "Offers") on the terms of and subject to the Maximum Offer Amount and the other conditions contained in a tender offer memorandum dated 28 June 2012 (the "Tender Offer Memorandum").

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.

THE OFFERS

The Issuer will pay the applicable purchase price in respect of each Series of Securities which will be determined pursuant to a modified Dutch auction procedure, in the manner described in the Tender Offer Memorandum (the "Purchase Price"), together with an Accrued Interest payment on such Securities.

Rationale for the Offers

Lloyds Banking Group plc and its subsidiary and associated undertakings (the "Group") has a strong liquidity position that significantly exceeds its short term funding and is considerably in excess of current regulatory requirements. By tendering for certain Euro, Sterling and U.S. dollar senior unsecured securities the Group intends to manage its overall wholesale funding level and better optimise its future interest expense, whilst maintaining a prudent approach to liquidity.

The Issuer has today also invited holders of certain U.S. dollar denominated debt securities to tender those securities for purchase.

Maximum Offer Amount

The maximum aggregate principal amount of Securities to be accepted in the Offers across all Series of Securities combined (converted in the case of Euro Securities into pounds sterling at the Euro FX Rate) is £1,250,000,000 (or such greater or lesser amount as the Issuer may determine in its sole discretion) (the "Maximum Offer Amount").

The Issuer may set the Series Acceptance Amount in respect of any Series at any level (including zero) in its sole and absolute discretion.

Accrued Interest Payment

An amount equal to accrued and unpaid interest will also be paid as consideration in respect of all Securities validly tendered and accepted for purchase by the Issuer pursuant to the Offers from, and including, the immediately preceding interest payment date for the relevant Series of Securities to, but excluding, the Settlement Date.

Offer Period and Results

The Offers commenced today, 28 June 2012, and will end at 4:00 p.m. (London time) on 6 July 2012 (the "Expiration Deadline"), unless extended, re-opened, amended or terminated as provided in the Tender Offer Memorandum.

The relevant deadline set by any intermediary or each Clearing System may be earlier than this deadline.

The Issuer will announce on the Price Determination Date whether it accepts for purchase Securities validly tendered in the Offers and the aggregate nominal amount (if any) of Securities of a Series accepted for purchase. Settlement of the relevant Purchase Price and, where applicable, Accrued Interest payment is expected to take place on 11 July 2012.

In order to be eligible to receive the relevant Purchase Price, holders of Securities must validly tender their Securities by the Expiration Deadline, by delivering, or arranging to have delivered on their behalf, a valid Competitive or Non-competitive Tender Instruction that is received by the Tender Agent by the Expiration Deadline. Tender Instructions must be submitted in respect of a minimum principal amount of Securities of no less than the relevant Minimum Denomination.

Announcements will be made via RNS. Such announcements may also be made on the relevant Reuters International Insider Screen, 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.

Holders of Securities are advised to check with any bank, securities broker or other intermediary through which they hold Securities whether 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 of Securities 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 Issuer as Tender Agent (the "Tender Agent") for the purposes of the Offers.

Deutsche Bank AG, London Branch and Lloyds TSB Bank plc (acting through Lloyds Bank) have been appointed by the Issuer as Dealer Managers (the "Dealer Managers") for the purposes of the Offers.

For further information please contact:

For press:

Nicole Sharp

Media Relations

[email protected]

+44 207 356 2120

For analysts:

Frederik VerpoestDirector of Investor RelationsLloyds Banking Group+44 207 356 2385+44 750 948 4949

Requests for information in relation to the Offers should be directed to:

DEALER MANAGERS

Requests for information in relation to the procedures for tendering Securities in, and for any documents or materials relating to, the Tender Offer should be directed to:

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 of Securities is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting 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 Securities 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 Offers. None of the Issuer, 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 of Securities should participate in the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum does 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 Issuer, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.

United States

The Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mails 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. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The Securities may not be tendered in any Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by U.S. Persons as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person"). Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the 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 any persons located or resident in the United States or to U.S. Persons. Any purported tender of Securities in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities made by a person located or resident in the United States or by a U.S. Person, or 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.

Each Holder participating in an Offer will represent that it is not a U.S. Person and it is not located or resident in the United States and is not participating in such Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

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 Issuer 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 1 April 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 16 June 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 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"). The Offers are also being carried out in compliance with article 35-bis, paragraph 7 of the Issuer's 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 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 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 Offer. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Offer.

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) ("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 Issuer 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 (or any of their respective directors, employees or affiliates) is the agent of the Issuer and owes no duty to any Holder. None of the Issuer, the Dealer Managers or the Tender Agent 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 either 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 Issuer 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 Issuer, 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 Issuer determines (for any reason) that such representation is not correct, such tender may be rejected.