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
19 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 19 June 2017
re: Pricing of Tender Offer for Certain USD Notes
LLOYDS BANK PLC – PRICING OF TENDER OFFER FOR CERTAIN OF ITS
OUTSTANDING USD NOTES
Lloyds
Bank plc (“Lloyds Bank” or the “Offeror”)
is today announcing the pricing of its previously announced cash
tender offer (the “Offer”) for any and all of certain
series of outstanding U.S. dollar denominated notes issued by
Lloyds Bank plc and guaranteed by Lloyds Banking Group plc (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.
Capitalised
terms not otherwise defined in this announcement have the same
meaning as in the Offer to Purchase.
The
Reference Yield in respect of each Series of Notes was determined
at 11:00 a.m., New York City time, today. The Purchase Price for
each Series of Notes is based on the Reference Yield plus the Fixed
Spread as set forth in the table below:
|
Notes
|
ISIN/CUSIP
|
Principal Amount Outstanding
|
Fixed Spread (bps)
|
Reference U.S. Treasury Security
|
Reference Yield
|
Purchase Price Per $1,000 Principal Amount of Notes
|
|
2.350%
Senior Notes due 2019 (Series 1)
|
US53944VAB53
53944VAB5
|
$466,152,000
|
60
|
1.250%
U.S. Treasury Security due May 31, 2019
|
1.360%
|
$1,008.34
|
|
2.400%
Senior Notes due 2020 (Series 2)
|
US53944VAE92
53944VAE9
|
$466,899,000
|
55
|
1.500%
U.S. Treasury Security due May 15, 2020
|
1.508%
|
$1,009.03
|
|
3.500%
Senior Notes due 2025 (Series 3)
|
US53944VAH24
53944VAH2
|
$515,222,000
|
70
|
2.375%
U.S. Treasury Security due May 15, 2027
|
2.174%
|
$1,043.90
|
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.
Holders must validly tender and not withdraw their Notes on or
prior to the Expiration Deadline in order to be eligible to receive
the Purchase Price. Notes validly tendered may be withdrawn at any
time prior to the Expiration Deadline, but not thereafter. In
addition to the Purchase Price, Holders of Notes accepted for
purchase pursuant to the Offer will also receive on the Settlement
Date accrued and unpaid interest on the Notes from the last
interest payment date up to, but not including, the Settlement
Date.
The
Settlement Date is expected to be 23 June 2017.
FURTHER INFORMATION
Copies
of the Offer to Purchase are available at the following web
address: https://portal.lucid-is.com
Requests
for additional copies of the Offer to Purchase 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
CONCURRENT NON-U.S. OFFER
On 12
June 2017, the Offeror also launched a capped tender offer (the
“Non-U.S. Offer”) in respect of certain of Lloyds
Bank’s outstanding euro and pound sterling denominated debt
securities. This announcement does not relate to the Non-U.S.
Offer.
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 are 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.
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: (19
June 2017)