SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
12 June
2017
LLOYDS BANKING GROUP
plc
(Translation of registrant's name into
English)
5th Floor
25 Gresham Street
London
EC2V 7HN
United Kingdom
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover Form 20-F or Form 40-F.
Form
20-F..X.. Form 40-F
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes
No ..X..
If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
________
Index
to Exhibits
Item
No.1
Regulatory News
Service Announcement, dated 12 June 2017
re: Cash
Tender Offer for Certain Notes Commenced
12 June
2017
LLOYDS
BANK PLC COMMENCES A CASH TENDER OFFER FOR CERTAIN OF ITS
OUTSTANDING NOTES
Lloyds
Bank plc (the “Offeror”) has today launched respective
non-U.S. and U.S. tender offers to repurchase selected senior debt
securities (total pool of approximately £6 billion
equivalent). The offers will run concurrently.
USD
Tender Offer
The
Offeror has today launched a tender offer (the “Offer”)
to purchase for cash any and all of certain series of U.S. dollar
denominated notes issued by the Offeror and guaranteed by Lloyds
Banking Group plc set out in the table below (the
“Notes”).
The
Offer is being made on the terms and subject to the conditions set
out in the Offer to Purchase dated 12 June 2017 (the “Offer
to Purchase”) and the related Notice of Guaranteed Delivery
(together, the “Offer Documents”). Capitalised 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
Group’s funding and liquidity base.
The
Group continues to maintain a strong liquidity and capital
position, reducing the requirement for wholesale funding in 2017.
The Group currently envisages focusing on modest
incremental senior unsecured issuance from Lloyds Banking Group
plc.
Going
forward, the Group will continue to assess issuance opportunities
for senior unsecured debt from both Lloyds Bank plc and Lloyds
Banking Group plc to meet the Group’s annual wholesale
funding requirements. The Offer is not conditional upon any such
future capital markets issuance activity, but the Group reserves
the right to issue new debt securities from time to time, including
during the term 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 the
outstanding Notes set out in the table below.
|
Notes
|
ISIN/CUSIP
|
Principal Amount Outstanding
|
Fixed Spread (bps)
|
Reference U.S. Treasury Security
|
Bloomberg Reference Page
|
|
2.350%
Senior Notes due 2019 (Series 1)
|
US53944VAB53
53944VAB5
|
$466,152,000
|
60
|
1.250%
U.S. Treasury Security due May 31, 2019
|
PX1
|
|
2.400%
Senior Notes due 2020 (Series 2)
|
US53944VAE92
53944VAE9
|
$466,899,000
|
55
|
1.500%
U.S. Treasury Security due May 15, 2020
|
PX1
|
|
3.500%
Senior Notes due 2025 (Series 3)
|
US53944VAH24
53944VAH2
|
$515,222,000
|
70
|
2.375%
U.S. Treasury Security due May 15, 2027
|
PX1
|
The
Offer will expire at 5:00 p.m., New York City time, on 20 June
2017, unless extended (such date and time, as the same may be
extended, the “Expiration Deadline”) or earlier
terminated.
Purchase
Price; Accrued Interest
The
Purchase Price for each $1,000 principal amount of each Series of
Notes validly tendered and not validly withdrawn at or prior to the
Expiration Deadline and accepted for purchase by the Offeror will
be equal to an amount (rounded to the nearest cent) that would
reflect, as of the Settlement Date, a yield to the maturity date of
such Series of Notes equal to the sum of (i) the Reference Yield
for such Series of Notes, plus (ii) the Fixed Spread set forth in
the table above.
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 $1,000 principal amount of such Notes
(rounded to the nearest $0.01 with $0.005 being rounded upwards)
from the last interest payment date up to, but not including, the
Settlement Date (as defined below) (the “Accrued
Interest”).
Settlement
Unless
the Offer is extended, reopened or earlier terminated, payment of
the Purchase Price, plus any Accrued Interest, to holders of Notes
that are accepted for purchase is expected to be made on June 23,
2017 (the “Settlement Date”).
Offer
Conditions
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.
Withdrawal
Rights
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.
Concurrent
Non-U.S. Offer
Concurrently with
the Offer, the Group is launching a capped tender offer in respect
of certain of Lloyds Bank plc’s outstanding euro and pound
sterling denominated debt securities (the “Non-U.S.
Offer”). The Non-U.S. Offer is not open to any holder of such
securities that is a U.S. resident and is not being made pursuant
to the Offer to Purchase. Holders may not tender any securities in
the Offer other than the Notes specified in the table
above.
Indicative
Timetable
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.
|
Events
|
Dates and
Times
|
|
|
|
|
Commencement Date
Offer
announced. Offer to Purchase made available to holders of
Notes.
|
12 June
2017
|
|
Price Determination Date
The
time at which the Reference Yield for each relevant Series of Notes
will be determined by the Dealer Manager.
|
11:00
a.m., New York City time, on 19 June 2017, unless otherwise
extended
|
|
Withdrawal Deadline
The
deadline for holders to validly withdraw Notes tendered before this
date and time, unless otherwise extended.
|
5:00
p.m., New York City time, on 20 June 2017, unless otherwise
extended
|
|
Expiration Deadline
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.
|
5:00
p.m., New York City time, on 20 June 2017, unless otherwise
extended
|
|
Settlement Date
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.
|
Expected
on 23 June 2017, unless otherwise extended
|
|
|
|
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.
FURTHER
INFORMATION
Copies
of the Offer Documents are available at the following web address:
https://portal.lucid-is.com
Requests for
additional copies of the Offer Documents and information in
relation to the procedures for tendering should be directed
to:
Tender
Agent
Lucid Issuer
Services
Limited
Paul Kamminga /
Arlind
Bytyqi
Telephone: + 44 (0) 20 7704 0880
Investor
Relations
Group Investor
Relations
Director
Telephone: +44 (0) 20 7356 1571
Dealer
Manager
Lloyds Securities
Inc.
U.S. Toll-Free: +1 (855) 400-6511
Collect: +1 (212) 827-3105
Attn:
Liability Management Group
DISCLAIMER
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 Dealer Manager or the Tender Agent make any
recommendation as to whether holders should tender Notes pursuant
to the Offer.
OFFER
RESTRICTIONS
United
Kingdom
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 authorised person for the purposes of section 21 of 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 Group or other persons within Article
43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, and (2) any other persons to whom these
documents and/or materials may lawfully be
communicated.
Belgium
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 Financial Services and
Markets Authority (Autorité des services et marchés
financiers / Autoriteit voor financiële diensten en markten)
and, accordingly, the Offer may not be made in Belgium by way of a
public offering, as defined in Articles 3 and 6 of the Belgian Law
of April 1, 2007 on public takeover bids as amended or replaced
from time to time. Accordingly, the Offer may not be advertised and
the Offer will not be extended, and neither this announcement nor
any other documents or materials relating to the Offer (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 June 16, 2006 on the public offer of placement
instruments and the admission to trading of placement instruments
on regulated markets, acting on their own account. This
announcement has been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Offer.
Accordingly, the information contained in this announcement may not
be used for any other purpose or disclosed to any other person in
Belgium.
France
The
Offer is not being made, directly or indirectly, to the public in
France. Neither this announcement, the Offer to Purchase nor any
other documents or offering materials relating to the Offer, has
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), other than individuals, acting for their own
account, 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
Offer. This announcement has not been and will not be submitted for
clearance procedures (visa) of the Autorité des marchés
financiers.
Italy
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
February 24, 1998, as amended (the “Financial Services
Act”) and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of May 14, 1999, as amended (the “CONSOB
Regulation”). The Offer is also being carried out in
compliance with article 35-bis, paragraph 7 of the CONSOB
Regulation.
Holders
or beneficial owners of the Notes located in Italy can tender the
Notes 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 October 29, 2007, as amended from time to
time, and Legislative Decree No. 385 of September 1, 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 Notes or the Offer.
Canada
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.
General
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 Dealer Manager 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 Dealer Manager or affiliate (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 Dealer Manager and the Tender
Agent to inform themselves about, and to observe, any such
restrictions.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION WHICH IS DISCLOSED IN
ACCORDANCE WITH THE MARKET ABUSE REGULATION.
FORWARD-LOOKING
STATEMENTS
Certain
statements included in this announcement are forward-looking
statements. We and the Group may make forward-looking statements in
other documents filed with the SEC that are incorporated by
reference into 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”, “endeavour”, “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.
In
particular, this announcement and certain documents incorporated by
reference into the Offer to Purchase include forward-looking
statements relating, but not limited to, projections or
expectations of LBG’s future financial position including
profit attributable to shareholders, provisions, economic profit,
dividends, capital structure, portfolios, net interest margin,
capital ratios, liquidity, risk-weighted assets (RWAs),
expenditures or any other financial items or ratios; litigation,
regulatory and governmental investigations; LBG’s future
financial performance; the level and extent of future impairments
and write-downs; statements of plans, objectives or goals of LBG or
its management including in respect of statements about the future
business and economic environments in the U.K. and elsewhere
including, but not limited to, future trends in interest rates,
foreign exchange rates, credit and equity market levels and
demographic developments; statements about competition, regulation,
disposals and consolidation or technological developments in the
financial services industry; and statements of assumptions
underlying such statements. Such statements are subject to 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. For example, certain of the market
risk disclosures are dependent on choices about key model
characteristics, assumptions and estimates, and are subject to
various limitations. By their nature, certain of the market risk
disclosures are only estimates and, as a result, actual future
gains and losses could differ materially from those that have been
estimated.
Other
factors could also adversely affect our results or the accuracy of
forward-looking statements in this announcement, and you should not
consider the factors discussed here or in the Annual Report or
other documents incorporated by reference into the Offer to
Purchase to be a complete set of all potential risks or
uncertainties. We have economic, financial market, credit, legal
and other specialists who monitor economic and market conditions
and government policies and actions. However, because it is
difficult to predict with accuracy any changes in economic or
market conditions or in governmental policies and actions, it is
difficult for us to anticipate the effects that such changes could
have on our financial performance and business
operations.
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.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
LLOYDS
BANKING GROUP plc
(Registrant)
By: Douglas
Radcliffe
Name: Douglas
Radcliffe
Title: Group
Investor Relations Director
Date: 12
June 2017