Lloyds Bank Plc - Cash Tender Offer - 12% Capital Securities
March 31, 2020
The Offeror has today launched a tender offer (the "Offer") to purchase for cash any and all of certain series of its
The Offer is being made on the terms and subject to the conditions set out in the Offer to Purchase dated March 31, 2020 (the "Offer to Purchase") and the related Notice of Guaranteed Delivery (together, the "Offer Documents"). Capitalized terms not otherwise defined in this announcement have the same meaning as in the Offer to Purchase.
Purpose of the Offer
The Offeror is making the Offer in order to provide the holders of the Notes with an opportunity to have their Notes repurchased while maintaining a prudent approach to the management of the
LBG Group's capital position. The LBG Group will continue to meet all of its capital requirements irrespective of the outcome of the Offer.
Terms of the Offer
The Offeror is offering to purchase for cash, on the terms and conditions described in the Offer to Purchase, any and all of its 12.00%
The Offer will expire at 5:00 p.m., New York City time, on
Purchase Price; Accrued Interest
The Purchase Price for each
In addition to the Purchase Price, holders of Notes accepted for purchase pursuant to the Offer, will also receive accrued and unpaid interest on each
Unless the Offer is extended, reopened or earlier terminated, payment of the Purchase Price, plus any Accrued Interest, to holders of Notes that are validly tendered and not withdrawn and accepted for purchase is expected to be made on
April 9, 2020 (the "Settlement Date").
The Offer is not conditional upon any minimum amount of Notes being tendered. However, the Offer is conditional upon the satisfaction or waiver of certain conditions described in the Offer to Purchase.
Notes tendered pursuant to the Offer may be withdrawn at any time before the earlier of (i) the Withdrawal Deadline and (ii) if the Offer is extended, the 10th Business Day after the commencement of the Offer. Notes tendered pursuant to the Offer may also be withdrawn at any time after the 60th Business Day after commencement of the Offer if, for any reason, the Offer has not been consummated within 60 Business Days of commencement.
The relevant deadline set by the relevant Clearing System or any intermediary for the submission of Tender Instructions may be earlier than the deadlines set out herein.
The following table sets out the expected dates and times of the key events relating to the Offer. This is an indicative timetable and is subject to change.
Offer announced. Offer to Purchase made available to holders of Notes.
The deadline for holders to validly withdraw Notes tendered before this date and time, unless otherwise extended.
The deadline for holders to tender Notes pursuant to the Offer in order to qualify for payment of the Purchase Price plus any Accrued Interest.
Guaranteed Delivery Date
The deadline for holders using the guaranteed delivery procedures to deliver their Notes.
Close of business on the second Business Day following the Expiration Deadline
Payment of the Purchase Price, plus any Accrued Interest, for all Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Offer.
The times and dates above are subject, where applicable, to the right of the Offeror to extend, re-open, amend, limit, terminate or withdraw the Offer, subject to applicable law. Accordingly, the actual timetable may differ significantly from the expected timetable set out above.
Holders should confirm with the bank, securities broker or any other intermediary through which they hold their Notes whether such intermediary needs to receive instructions from a holder before the deadlines specified above in order for that holder to be able to participate in, or withdraw their instruction to participate in, the Offer.
Copies of the Offer Documents are available at the following web address: www.lucid-is.com/lloydsbankplc
Requests for additional copies of the Offer Documents and information in relation to the procedures for tendering should be directed to:
Douglas Radcliffe Email: [email protected]
Group Investor Relations Director Telephone: +44 (0) 20 7356 1571
Joint Dealer Managers
Goldman Sachs International Telephone: +44 20 7552 6157
Email: [email protected]
This announcement and the Offer to Purchase (including the documents incorporated by reference therein) contain important information which should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the contents of this announcement or the Offer to Purchase or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Offeror, the Joint Dealer Managers, the Tender Agent or the trustee with respect to the Notes (or any of their respective directors, employees or affiliates) make any recommendation as to whether holders should tender Notes pursuant to the Offer.
The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the
Neither this announcement, the Offer to Purchase nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the
This announcement, the Offer to Purchase and any other documents or offering materials relating to the Offer, may not be distributed in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129. Neither this announcement nor the Offer to Purchase have been or will be submitted for clearance to the Autorité des marchés financiers.
None of the Offer, this announcement, the Offer to Purchase or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations.
The Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of
Holders or beneficial owners of the Notes located in Italy can tender the Notes through authorized 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. 20307 of
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.
Neither this announcement, the Offer to Purchase nor any other materials relating to the Offer constitute, nor may be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. Any offer or solicitation in Canada must be made through a dealer that is appropriately registered under the laws of the applicable province or territory of Canada, or pursuant to an exemption from that requirement.
The Offer does not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offer to be made by a licensed broker or dealer and the Joint Dealer Managers or, where the context so requires, any of its affiliates is such a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made on behalf of the Offeror by such Joint Dealer Managers or affiliates (as the case may be) in such jurisdiction.
The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Offer to Purchase comes are required by each of the Offeror, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
This announcement contains inside information in relation to the Notes and is disclosed in accordance with the Market Abuse Regulation (EU) 596/2014 ("MAR"). For the purposes of MAR, this announcement is made by Douglas Radcliffe, Group Investor Relations Director.
Certain statements included in this announcement, the Offer to Purchase and certain documents incorporated by reference therein are forward-looking statements. We may make forward-looking statements in other documents filed with the SEC that are incorporated by reference into this announcement or the Offer to Purchase. Forward-looking statements can be identified by the use of forward-looking terminology such as words "expect", "estimate", "project", "anticipate", "believes", "should", "could", 'intend", "plan", "probability", "risk", "target", "goal", "objective", "may", "endeavor", "outlook", "optimistic", "prospects" or by the use of similar expressions or variations on such expressions, or by the discussion of strategy or objectives. Forward-looking statements are based on current plans, estimates and projections, and are subject to inherent risks, uncertainties and other factors which could cause actual results to differ materially from the future results expressed or implied by such forward-looking statements.
Examples of such forward-looking statements include, but are not limited to, projections or expectations of the
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will or may occur in the future. Factors that could cause actual business, strategy, plans and/or results (including but not limited to the payment of dividends) to differ materially from forward looking statements made by the
The forward-looking statements made in this announcement speak only as of the date of this announcement. We do not intend to publicly update or revise these forward-looking statements to reflect events or circumstances after the date of this announcement and we do not assume any responsibility to do so, except as required by applicable law.
This information is provided by RNS, the news service of the
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