Tender Offer Final Results

RNS Number : 2947V

Lloyds Banking Group PLC

10 December 2021

 

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 SOMOA, 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.

LLOYDS BANKING GROUP PLC ANNOUNCES TENDER ACCEPTANCE AMOUNTS AND RESULTS FOLLOWING THE FINAL EXPIRATION OF THE TENDER OFFERS IN RELATION TO ITS THREE SERIES OF STERLING PREFERENCE SHARES

10 December 2021

On 10 November 2021, Lloyds Banking Group plc (the "Offeror") launched an invitation to the holders of its outstanding preference shares detailed below (the "Preference Shares") to tender any and all such Preference Shares for purchase by the Offeror for cash (each such invitation an "Offer" and, together, the "Offers"). The Offers were made on the terms and subject to the conditions set out in the tender offer memorandum dated 10 November 2021 (the "Tender Offer Memorandum") and are subject to the offer and distribution restrictions set out in 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 Offeror today announces its acceptance of (i) validly submitted LBGSA Forms of Instruction received by the LBGSA Nominee prior to 1.00 p.m. (London time) on 6 December 2021 (for participants who hold 6.475% Preference Shares through the LBGSA Nominee) (the "LBGSA Tender Deadline"); and (ii) validly submitted Tender Instructions received by the Receiving Agent prior to 1.00 p.m. (London time) on 9 December 2021 (for all other Retail Holders) (the "Retail-Only Expiration Deadline").

ACCEPTANCE OF VALID TENDER INSTRUCTIONS RECEIVED PRIOR TO THE LBGSA TENDER DEADLINE AND THE RETAIL-ONLY EXPIRATION DEADLINE

The Offeror hereby announces that it accepts for purchase all Preference Shares validly tendered pursuant to the Offers prior to the LBGSA Tender Deadline and the Retail-Only Expiration Deadline, as the case may be, as set out in the table below:

Description of Preference Shares	ISIN	Aggregate Liquidation Preference Validly Tendered prior to the General Expiration Deadline	Aggregate Liquidation Preference Validly Tendered prior to the Retail-Only Expiration Deadline1	Purchase Price (including accrued and unpaid dividends)2	Incremental Accrued Dividend Payment3	Total Aggregate Liquidation Preference Validly Tendered Pursuant to the Offers4		Final Aggregate Liquidation Preference Outstanding5
£198,065,600 6.475% Non-Cumulative Preference Shares6	GB00B3KSB568	£3,691,321	£5,507,074	112.050%	0.26610p	£9,198,395		£47,273,816
£300,000,000 9.25% Non-Cumulative Irredeemable Preference Shares	GB00B3KS9W93	£37,319,867	£10,157,715	167.250%	0.38118p		£47,477,582	£252,510,147
£100,000,000 9.75% Non-Cumulative Irredeemable Preference Shares	GB00B3KSB238	£7,168,493	£4,942,108	174.200%	0.40179p		£12,110,601	£43,630,285

¹ And after the General Expiration Deadline.
² For further detail on the Purchase Price and accrued and unpaid dividends payable, please refer to the Tender Offer Memorandum.
³ Per Preference Share accepted for purchase on the Retail-Only Settlement Date. Shown to 5 decimal places for illustrative purposes.
⁴ Being the aggregate liquidation preference of the Preference Shares purchased (or to be purchased) on each of the Settlement Dates.
⁵ After settlement on the Retail-Only Settlement Date.
⁶ Redeemable, at the option of the Offeror, on 15 September 2024 or any dividend payment date falling on each fifth anniversary of such date thereafter, at their liquidation preference amount.

TOTAL CONSIDERATION

The total consideration payable to each Shareholder in respect of Preference Shares validly submitted for tender and accepted for purchase by the Offeror on the LBGSA Tender Deadline or the Retail-Only Expiration Deadline, as the case may be, will be an amount in cash equal to (i) the Purchase Price for the relevant Preference Shares multiplied by the aggregate liquidation preference of Preference Shares validly tendered and delivered by such Shareholder and accepted by the Offeror for purchase (rounded to the nearest £0.01, with £0.005 being rounded upwards) and (ii) the Incremental Accrued Dividend Payment in respect of such Preference Shares.

SETTLEMENT DATE

The Settlement Date for Retail Holders whose validly submitted LBGSA Forms of Instruction were received by the LBGSA Nominee prior to the LBGSA Tender Deadline, or whose validly submitted Tender Instructions were received by the Receiving Agent prior to the Retail-Only Expiration Deadline, is expected to be 15 December 2021 (the "Retail-Only Settlement Date").

As detailed in the section " Terms and Conditions of the Offers - Payment " in the Tender Offer Memorandum, pursuant to the relevant Offer, payments in respect of Preference Shares held in certificated form may be made by cheque, and such cheque is expected to be issued 6 business days after the Retail-Only Settlement Date. Furthermore, pursuant to the relevant Offer, all payments of the Incremental Accrued Dividend Payment will be made outside of the CREST system and are therefore expected to be issued 6 business days after the Retail-Only Settlement Date.

FURTHER INFORMATION

This announcement contains inside information in relation to the Preference Shares 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 ("UKMAR"). 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.

For further information please contact:

Group Corporate Treasury:

Liz Padley
Head of Capital Structuring, Holding Company and Resolution
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]

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

Shareholders who hold their Preference Shares in certificated form may contact:	Shareholders who hold their Preference Shares through the LBGSA Nominee may contact:
RECEIVING AGENT	LBGSA NOMINEE
Equiniti Limited Corporate Actions Aspect House Spencer Road Lancing West Sussex BN99 6DA United Kingdom	Equiniti Financial Services Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA United Kingdom
www.shareview.co.uk/clients/lloydsoffer Telephone: [phone]*  If calling from outside the UK [phone]
Shareholders who hold their Preference Shares in CREST may contact:
INFORMATION AGENT
Lucid Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom Freephone: 0800 048 5511** If calling from outside the UK [phone] Attention: David Shilson / Owen Morris email: [e-mail] Website: https://deals.lucid-is.com/lbg
DEALER MANAGERS
Credit Suisse International One Cabot Square London E14 4QJ United Kingdom Telephone: [phone] Attention: Liability Management Group email: [e-mail]		Lloyds Bank Corporate Markets plc 10 Gresham Street London EC2V 7AE United Kingdom Tel: [phone] / 1719 Attention: Liability Management Group email: [e-mail]
Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom Tel: [phone] Attention: Liability Management Group Email: [e-mail]

* Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Please note that calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti Limited and Equiniti Financial Services Limited cannot provide advice on the merits of the Offers or give financial, tax, investment or legal advice.

** Open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday. Please note that Lucid Issuer Services Limited cannot provide advice on the merits of the Offers or give financial, tax, investment or legal advice

The Offeror launched, contemporaneously with the launch of the Offers, a liability management exercise in respect of two series of U.S. dollar preference shares issued by the Offeror and represented by American Depositary Shares. This announcement does not relate to the U.S. dollar preference shares liability management exercise.

DISCLAIMER

This announcement must be read in conjunction with the announcements relating to the Offers published by the Offeror via RNS on 10 November 2021 and 22 November 2021 and the Tender Offer Memorandum. The Offers have now expired and no further tenders of Preference Shares may be made. 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 Offeror, the Dealer Managers, the Receiving Agent and the Information Agent to inform themselves about and to observe any such restrictions.

 

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