Exchange Offer - Upper Tier 2

RNS Number : 3253O

Lloyds Banking Group PLC

28 June 2010

 



57/10

28 June 2010

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY. THE EXCHANGE OFFER WAS MADE SUBJECT TO OFFER RESTRICTIONS IN CERTAIN JURISDICTIONS.

EXCHANGE OFFER OF UPPER TIER 2 SECURITIES - RESULTS ANNOUNCEMENT

LBG CAPITAL NO. 2 PLC ANNOUNCES THE FINAL RESULTS OF ITS INVITATION TO EXCHANGE CERTAIN TARGET SECURITIES IN EXCHANGE FOR THE DELIVERY OF NEW ORDINARY SHARES OF LLOYDS BANKING GROUP PLC.

Further to the announcements on 28 May, 14 June and 25 June 2010 and following the expiration of the Exchange Offer Period at 11:59 p.m., New York City time, on 25 June 2010, Lloyds Banking Group plc (the "Company") on behalf of LBG Capital No. 2 plc ("LBG Capital No. 2") is pleased to announce the results of the Exchange Offer:

·     Offers to Exchange U.S.$0.76 billion in principal amount of Target Securities were received and were accepted in full.

·     LBG Capital No. 2 will arrange the delivery of 537,183,437 Ordinary Shares in exchange for the Target Securities.

The detailed results of the Exchange Offer are set out below.

Offers to Exchange were received and accepted by LBG Capital No. 2 in respect of the following principal amounts of the Target Securities:

Exchange Priority	Issuer and Title of Target Securities	ISIN	Principal Amount accepted for exchange	Aggregate number of Ordinary Shares to be delivered
1	Lloyds TSB Bank plc $750,000,000 Primary Capital Undated Floating Rate Notes (Series 1)	GB0005224307	U.S.$392,500,000	277,324,806
2	Lloyds TSB Bank plc $500,000,000  Primary Capital Undated Floating Rate Notes (Series 2)	GB0005205751	U.S.$143,690,000	101,525,606
3	Lloyds TSB Bank plc $600,000,000  Primary Capital Undated Floating Rate Notes (Series 3)	GB0005232391	U.S.$166,850,000	117,889,537
4	Bank of Scotland plc $250,000,000 Undated Floating Rate Primary Capital Notes	GB0000765403	U.S.$57,240,000	40,443,488
		Total	U.S.$760,280,000	537,183,437

Settlement is expected to occur and the Ordinary Shares are expected to be delivered on 29 June 2010. Application has been made for the Ordinary Shares to be admitted to listing on the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange plc from 29 June 2010.

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Exchange Offer Memorandum dated 28 May 2010 relating to the Exchange Offer.

For further information:

Investor Relations

Michael Oliver                                                                        [phone]

Director of Investor Relations

Email: [e-mail]

Moira d'Arcy                                                                           [phone]

Head of Debt Investor Relations

Email: moira.d'[e-mail]

Martin Adams                                                                        [phone]

Investor Relations Manager

Email: [e-mail]

Media Relations

Sara Evans                                                                            [phone]

Media Relations Manager

Email: [e-mail]

This announcement is not an offer for sale of any Ordinary Shares or any other securities of Lloyds Banking Group plc.

This announcement does not constitute a prospectus and no prospectus for the purposes of EU Directive 2003/71/EC and the applicable implementing measures will be published relating to the Ordinary Shares and/or the issue and subscription thereof.

This announcement is not for distribution, directly or indirectly, in or into the United States or any other state or jurisdiction in which it would be unlawful to do so. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein (the "Securities") have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The Securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the Securities in the United States, and the Securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States, or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering or the Securities or the accuracy or adequacy of any of the documents or other information contained therein.

The Exchange Offer was not made in Italy or to any person located or resident in Italy and was and is also restricted in other jurisdictions.

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 LBG Capital No. 2, the Company, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.

- END -

FORWARD LOOKING STATEMENTS

This announcement includes certain forward-looking statements with respect to the business, strategy and plans of the Company or the Group and its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about the Company's or its directors' and/or management's beliefs and expectations, are forward-looking statements. Words such as 'believes', 'anticipates', 'estimates', 'expects', 'intends', 'aims', 'potential', 'will', 'would', 'could', 'considered', 'likely', 'estimate' and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future.

Examples of such forward-looking statements include, but are not limited to, projections or expectations of the Group's future financial position including profit attributable to shareholders, provisions, economic profit, dividends, capital structure, expenditures or any other financial items or ratios; statements of plans, objectives or goals of the Company or its management including in respect of the integration of HBOS plc and the achievement of certain synergy targets; statements about the future business and economic environments in the United Kingdom and elsewhere including future trends in interest rates, foreign exchange rates, credit and equity market levels and demographic developments and any impact on the Group; statements about strategic goals, competition, regulation, disposals and consolidation or technological developments in the financial services industry; and statements of assumptions underlying such statements.

The forward looking statements contained in this announcement are made as at the date of this announcement, and the Group undertakes no obligation to update any of its forward looking statements.

 

END

 

 

RTEFPMLTMBMTMMM