AT1 Repurchase Offer

RNS Number : 7402F

Lloyds Banking Group PLC

23 March 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

LLOYDS BANKING GROUP PLC ANNOUNCES A PURCHASE PROGRAMME FOR ONE SERIES OF ITS STERLING DENOMINATED ADDITIONAL TIER 1 SECURITIES

Lloyds Banking Group plc ("LBG") is today announcing that it has authorised a purchase programme (the "Purchase Programme") to be managed by Lloyds Bank Corporate Markets plc and UBS AG London Branch (together, the "Managers"), pursuant to which LBG may purchase, through open market purchases or private transactions, up to £500,000,000 (the "Maximum Purchase Amount") in outstanding principal amount of the following securities (the "Securities") issued by LBG:

Description of the Securities	ISIN	Amount outstanding	Purchase Price	Maximum Purchase Amount
£1,494,392,000 7.625 per cent. Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities Callable 2023	XS1043552188	£1,494,392,000	104.00%	£500,000,000

LBG will decide in its sole discretion whether to purchase any Securities from the Managers, and LBG and the Managers are not under any obligation to accept any Securities offered for purchase. Subject always thereto, and to the Maximum Purchase Amount, LBG intends to accept Securities duly offered for purchase in accordance with the terms of the Purchase Programme on a first come, first served basis. LBG intends for the Purchase Programme to remain open between 9:00 a.m., London time, on 23 March 2022 and 3:30 p.m., London time, on 31 March 2022 (or, if earlier, the time at which the Maximum Purchase Amount is met) (the "Purchase Period").  However, the Purchase Period is subject to change and may be extended, amended or terminated by LBG in its sole discretion.

The Purchase Programme is part of LBG's continuous review and management of its outstanding capital base, maintaining a prudent approach to the management of LBG's capital position. Securities which are not accepted for purchase pursuant to the Purchase Programme will remain outstanding subject to their existing terms and conditions.  Securities repurchased pursuant to the Purchase Programme will be cancelled following the end of the Purchase Period. 

Settlement between each holder of Securities (the "Securityholders") and the relevant Manager (the "Settlement Date") of any Securities accepted for purchase by LBG is expected to occur no earlier than 28 March 2022 and otherwise on a T+2 basis from the date of the acceptance for purchase of those Securities, unless a different settlement date is agreed by LBG in its discretion. It is expected that instructions received by a Manager between the hours of 9:00 a.m. and 3:30 p.m. (London time) on any business day in the Purchase Period will be actioned on the same business day. Instructions received by a Manager after 3:30 p.m. (London time) on any business day in the Purchase Period will be actioned on the following business day.

The total amount that will be paid to each Securityholder on the Settlement Date for the Securities accepted for purchase from such Securityholder will be an amount (rounded to the nearest £0.01, with half a penny rounded upwards) equal to the sum of: (a) the product of (i) the aggregate principal amount of the Securities accepted for purchase from such Securityholder and (ii) the Purchase Price; and (b) any interest accrued and unpaid on the Securities accepted for purchase from such Securityholder from (and including) 27 March 2022 (being the next interest payment date for the Securities) to (but excluding) the Settlement Date. Such payments will be made pursuant to the terms of the Purchase Programme and are not, for the avoidance of doubt, payments pursuant to the terms of the Securities.

Securityholders wishing to offer their Securities for purchase by LBG should contact their usual contact at one of the Managers. Securityholders will not be required to pay any fees or commissions to the Managers in connection with the sale of their Securities pursuant to the Purchase Programme. The Managers may require evidence of a Securityholder's identity to comply with applicable offer and distribution restrictions and anti-money laundering legislation, sanctions legislation and related regulations, policies and procedures in relation to the purchase of the Securities.

Securityholders that do not have an account with either of the Managers and wish to sell any Securities may do so through its broker, dealer, commercial bank, trust company, other financial institution or other custodian that it customarily uses, which has an account with either of the Managers. Such broker, dealer, commercial bank, trust company, other financial institution or other custodian must contact either of the Managers between 9:00 a.m. and 3:30 p.m. (London time) on any business day during the Purchase Period. Securityholders may be required to pay a fee or commission to such party through whom the Securities are sold.  Holders of Securities are advised to check with any bank, securities broker or other intermediary through which they hold their Securities when such intermediary would require to receive instructions in order for that holder to be able to participate in the Purchase Programme.

The decision as to whether to purchase any Securities under the Purchase Programme is in the sole discretion of LBG and the Managers will only purchase Securities if so directed by LBG.  LBG may terminate, extend, withdraw or amend the Purchase Programme at any time. 

A Securityholder must submit an instruction to one Manager only. Securityholders should not submit offers in respect of the same Securities to more than one Manager, or deliver their Securities to LBG.

This announcement, the Purchase Programme, any purchase of Securities and any non-contractual obligations arising out of or in connection therewith shall be governed by English law. By offering to sell any Securities, the relevant Securityholder will irrevocably and unconditionally agree that the courts of England are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with the sale of Securities in accordance with this announcement and the Purchase Programme and that, accordingly, any suit, action or proceedings arising out of or in connection with the foregoing may be brought in such courts.

For enquires other than instructions connected with the Purchase Programme please contact:

Lloyds Bank Corporate Markets plc 10 Gresham Street London EC2V 7AE United Kingdom Tel: [phone] / 1719 Attention: Liability Management Group email: [e-mail]

UBS AG London Branch 5 Broadgate London EC2M 2QS United Kingdom Telephone: [phone] Attention: Liability Management Group Email: [e-mail]

For further information please contact:

Group Corporate Treasury:

Liz Padley
Head of Capital, Holding Company, and Recovery and Resolution
Telephone: [phone]
Email: [e-mail]

Pascale Dorey
Debt Investor Relations
Telephone: [phone]
Email: [e-mail]

Investor Relations:

Douglas Radcliffe
Group Investor Relations Director
Telephone: [phone]
Email: [e-mail] 

Corporate Affairs:

Matthew Smith
Head of Media Relations
Tel: [phone]
Email: [e-mail]

This announcement contains inside information in relation to the Securities and is disclosed in accordance with the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). For the purposes of UK MAR and Article 2 of the binding technical standards published by the Financial Conduct Authority in relation to UK MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Douglas Radcliffe, Group Investor Relations Director.

DISCLAIMER

This announcement contains important information which should be read carefully before any decision is made. If any Securityholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a custodian, broker, dealer, commercial bank, trust company or other nominee or intermediary must contact such entity if it wishes to sell its Securities. None of LBG or the Managers (or any of their respective directors, officers, employees, agents or affiliates) is providing Securityholders with any legal, business, tax or other advice or makes any recommendation as to whether Securityholders should sell their Securities. Securityholders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to sell their Securities for cash. This announcement is made by LBG, and the Managers do not accept any responsibility for the contents of this announcement. 

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement does not constitute an offer or an invitation to sell its Securities in the United States or in any other 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 in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of LBG and the Managers to inform themselves about and to observe any such restrictions.

United States

No offer to purchase is being made or will 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 or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each, a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement and any other documents or materials relating to the Securities 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 a U.S. Person and Securities cannot be tendered for purchase by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Securities resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Securities that tenders Securities for purchase will be deemed to represent that it is not a U.S. Person, is not located in the United States and is not participating 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 from the United States and who 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 (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement and any other documents or materials relating to the Purchase Programme 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 LBG or other persons within Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

France

This announcement and any other documents or offering materials relating to the Purchase Programme may not be distributed (directly or indirectly) in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation 2017/1129 (the "EU Prospectus Regulation"). Neither this announcement nor any other documents or offering materials relating to the Purchase Programme have been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Belgium

Neither this announcement nor any other documents or materials relating to the Purchase Programme 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 to purchase Securities 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 (the "Belgian Takeover Law") as amended or replaced from time to time. Accordingly, the Purchase Programme may not be advertised and the Purchase Programme will not be extended, and neither this announcement nor any other documents or materials relating to the Purchase Programme (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 (i) to persons which are "qualified investors" in the sense of Article 2 (e) of the EU Prospectus Regulation, acting on their own account; or (ii) in any other circumstances set out in Article 6, §4 of the Belgian Takeover Law . This announcement has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Purchase Programme. Accordingly, the information contained in this announcement may not be used for any other purpose or disclosed to any other person in Belgium.

Italy

Neither this announcement nor any other documents or materials relating to the Purchase Programme have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Purchase Programme is being carried out in the Republic of 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").

A Securityholder located in the Republic of Italy can tender some or all of its Securities through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, 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 Purchase Programme.

General

Neither this announcement nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities for purchase pursuant to the Purchase Programme will not be accepted from Securityholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an offer to purchase Securities to be made by a licensed broker or dealer and either of the Managers or any of their affiliates is such a licensed broker or dealer in any such jurisdiction, such offer shall be deemed to be made by such Manager or such affiliate, as the case may be, on behalf of LBG in such jurisdiction.

In addition to the representations referred to above in respect of the United States, the United Kingdom, France, Belgium and Italy, each Securityholder participating in the Purchase Programme will be required to give certain representations as specified below. Any tender of Securities for purchase from a Securityholder that is unable to make these representations will not be accepted.

Each of LBG and the Managers reserves the right, in its sole and absolute discretion (and without prejudice to the relevant Securityholder's responsibility for the representations made by it), to investigate, in relation to any tender of Securities for purchase, whether any such representation given by a Securityholder is correct and, if such investigation is undertaken and as a result LBG determines (for any reason) that such representation is not correct, such tender or submission may be rejected.

Representations by Securityholders : By submitting an offer to sell Securities pursuant to the Purchase Programme, a Securityholder shall be deemed to represent and warrant to LBG and the Managers that:

1.  it is the holder or beneficial owner of any of the Securities and it has full power and authority to tender, sell, assign and transfer the Securities it has tendered and, if such Securities are accepted for purchase, such Securities will be transferred to, or to the order of, the relevant Manager with full title free from all liens, charges and encumbrances, not subject to any adverse claim and together with all rights attached thereto, and it will, upon request, execute and deliver any additional documents and/or do such other things deemed by LBG or the Managers to be necessary or desirable to complete the transfer of such Securities or to evidence such power and authority;

2.  in respect of the Securities which it has tendered and which are accepted for purchase, it (a) releases, to the fullest extent permitted by law, LBG, the Managers and their respective financial and legal advisers (together in each case with their respective members, representatives, directors, officers, employees, agents or affiliates) from any liabilities in relation to or arising in connection with the preparation, negotiation or implementation of the Purchase Programme or any part thereof, (b) waives, to the fullest extent permitted by law, all rights and entitlement it may otherwise have or acquire to bring, participate in or enforce legal proceedings of any nature against LBG, the Managers and/or their respective financial and legal advisers (together in each case with their respective members, representatives, directors, officers, employees, agents or affiliates) in connection with the Purchase Programme and/or its Securities, (c) waives, to the fullest extent permitted by law, all its rights, title and interest to and claims in respect of such Securities and (d) acknowledges that, after the relevant Settlement Date, it will not be entitled to receive any further payments pursuant to the terms of the Securities in respect of interest or otherwise;

3.  it is lawfully able to participate in the Purchase Programme under all applicable laws;

4.  it is either (A) (1) the beneficial owner of the Securities being tendered and (2) located and resident outside the United States or (B) (1) acting on behalf of the beneficial owner of the Securities being tendered and has been duly authorised to so act and (2) such beneficial owner has confirmed to it that such beneficial owner is located and resident outside the United States and such holder has not received or sent copies of this announcement or any related documents in, into or from the United States and has not utilised in connection with the solicitation of offers to sell Securities, directly or indirectly the mail, or any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email, internet and other forms of electronic transmission) of interstate or foreign commerce, or any facilities of a national securities exchange, of the United States; and it has not submitted offers to sell Securities from within the United States, on behalf of any United States person, or by any means or instrumentality of interstate or foreign commerce of the United States;

5.  it is not located or resident in the United Kingdom, or, if it is located in the United Kingdom, it is (a) an investment professional falling within Article 19(5) of the Order, (b) a person who is a creditor or member of LBG or other person within Article 43(2) of the Financial Promotion Order or (c) a person to whom the Purchase Programme may otherwise lawfully be communicated in accordance with the Order;

6.  it is not located or resident in Italy, or, if it is located in Italy, it is tendering Securities through, an authorised person (such as an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations and with requirements imposed by CONSOB or any other Italian authority;

7.  it is not located or resident in the Republic of France or, if it is located or resident in the Republic of France, it is a qualified investor (investisseur qualifié) within the meaning of Article 2(e) of the EU Prospectus Regulation;

8.  it is not a Sanctions Restricted Person (as defined below);

9.  it has complied with all laws and regulations applicable to it for the purposes of its participation in the Purchase Programme; and

10.  it consents to the relevant Manager providing details concerning its identity to LBG and their respective legal advisers.

The representation, warranty and undertaking set out at paragraph 8 above shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, including as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "Blocking Regulation") or any law or regulation implementing the Blocking Regulation in any member state of the European Union or the United Kingdom.

Sanctions Restricted Person

Each person or entity (a "Person"): (a)  that is organised or resident in a country or territory which is the target of comprehensive country sanctions administered or enforced by any Sanctions Authority; (b)  that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions); or (iv) the most current UK Sanctions List (which as of the date hereof can be found at: https://www.gov.uk/government/publications/the-uk-sanctions-list); or (c)  that is otherwise the subject or target of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (i) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://home.treasury.gov/policy-issues/financial-sanctions/consolidated-sanctions-list/sectoral-sanctions-identifications-ssi-list) (the "SSI List"), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulations No. 960/2014, 2015/1797 and 2017/2212 (the "EU Annexes"), (iii) the current list of "Designated Persons: Russia" published by OFSI (which as at the date hereof can be found at: https://www.gov.uk/government/publications/financial-sanctions-ukraine-sovereignty-and-territorial-integrity) or (iv) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes.

Sanctions Authority

The United States government, the United Nations, the United Kingdom, the European Union (or any of its member states), any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions or the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury.

 

END

 

 

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