Blueprint
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
(10
November 2016)
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 10 November
2016
re: Early
Tender Results of Maximum Tender Offer
10
November 2016
LLOYDS BANK PLC - EARLY TENDER RESULTS OF MAXIMUM TENDER
OFFER
Lloyds
Bank plc ("Lloyds Bank" or the "Offeror") is today announcing the
early tender results of its previously announced cash tender offer
for a combined aggregate purchase price of up to $2,000,000,000
(the "Maximum Tender Cap") of certain series of outstanding U.S.
dollar denominated notes issued by Lloyds Bank plc and guaranteed
by Lloyds Banking Group plc (the "Maximum Tender Notes") (the
"Maximum Tender Offer"). The Maximum Tender Offer is being made on
the terms and subject to the conditions set out in the Offer to
Purchase dated 27 October 2016 (the "Offer to
Purchase").
Capitalised
terms not otherwise defined in this announcement have the same
meaning as in the Offer to Purchase.
Based
on information provided by the Tender Agent, approximately
$2,839,769,000 aggregate principal amount of the Maximum Tender
Notes listed in the table below were validly tendered and not
validly withdrawn at or prior to 5:00 p.m., New York City time, on
9 November 2016 (the "Early Tender Deadline").
The
table below sets forth, among other things, the principal amount of
each series of Maximum Tender Notes validly tendered and not
validly withdrawn at or prior to the Early Tender
Deadline:
Maximum Tender Notes
|
|
ISIN/CUSIP
|
|
Acceptance Priority Level
|
|
Early Tender Payment(1)
|
|
Principal Amount Outstanding
|
|
Principal Amount Tendered
|
Floating
Rate Notes due 2018 (Series 6)
|
|
US53944VAF67
53944VAF6
|
|
1
|
|
$50.00
|
|
$400,000,000
|
|
$244,067,000
|
Floating
Rate Notes due 2018 (Series 7)
|
|
US53944VAD10
53944VAD1
|
|
2
|
|
$50.00
|
|
$500,000,000
|
|
$400,521,000
|
Floating
Rate Notes due 2018 (Series 8)
|
|
US53944VAL36
53944VAL3
|
|
3
|
|
$50.00
|
|
$300,000,000
|
|
$140,900,000
|
2.000%
Senior Notes due 2018 (Series 9)
|
|
US53944VAJ89
53944VAJ8
|
|
4
|
|
$50.00
|
|
$700,000,000
|
|
$425,267,000
|
2.3%
Senior Notes due 2018 (Series 10)
|
|
US53944VAA70
53944VAA7
|
|
5
|
|
$50.00
|
|
$1,000,000,000
|
|
$508,776,000
|
Floating
Rate Notes due 2019 (Series 11)
|
|
US53944VAN91
53944VAN9
|
|
6
|
|
$50.00
|
|
$450,000,000
|
|
$204,475,000
|
2.050%
Senior Notes due 2019 (Series 12)
|
|
US53944VAM19
53944VAM1
|
|
7
|
|
$50.00
|
|
$750,000,000
|
|
$371,560,000
|
2.700%
Senior Notes due 2020 (Series 13)
|
|
US53944VAK52
53944VAK5
|
|
8
|
|
$50.00
|
|
$1,000,000,000
|
|
$544,203,000
|
(1) Per
$1,000 in principal amount of Maximum Tender Notes tendered prior
to the Early Tender Deadline and accepted for
purchase.
The
Reference Yield and the Maximum Tender Total Consideration in
respect of each Series of Maximum Tender Fixed Rate Notes will be
determined at 11:00 a.m., New York City time, today.
The
Maximum Tender Offer will expire at 11:59 p.m., New York City time,
on 25 November 2016, unless extended (such date and time, as the
same may be extended, the "Maximum Tender Expiration Deadline") or
earlier terminated. The deadline to validly withdraw tenders of
Maximum Tender Notes was 5:00 p.m., New York City time, on 9
November 2016 (the "Maximum Tender Withdrawal Deadline"); therefore
Maximum Tender Notes that have been tendered and not validly
withdrawn prior to the Maximum Tender Withdrawal Deadline may not
be withdrawn unless otherwise required by applicable
law.
The
amount of each Series of Maximum Tender Notes that is purchased in
the Maximum Tender Offer will be based on the Maximum Tender Cap
and the Acceptance Priority Level for such Series, as set forth in
the table above, with Acceptance Priority Level 1 being the highest
and Acceptance Priority Level 8 being the lowest, provided that any
Maximum Tender Notes tendered at or prior to the Early Tender
Deadline will be accepted for purchase in priority to any Maximum
Tender Notes tendered after the Early Tender Deadline, even if such
Maximum Tender Notes tendered following the Early Tender Deadline
have a higher Acceptance Priority Level than Maximum Tender Notes
tendered on or prior to the Early Tender Deadline. Among any
Maximum Tender Notes validly tendered after the Early Tender
Deadline but on or prior to the Maximum Tender Expiration Deadline,
Maximum Tender Notes having a higher Acceptance Priority Level will
be accepted before any Maximum Tender Notes tendered following the
Early Tender Deadline having a lower Acceptance Priority
Level.
Maximum
Tender Notes of a Series may be subject to proration if the
aggregate principal amount of the Maximum Tender Notes of such
Series validly tendered and not validly withdrawn would cause the
Maximum Tender Cap to be exceeded.
FURTHER
INFORMATION
Copies
of the Offer to Purchase are available at the following web
address: http://www.lucid-is.com/lloydsbank
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
Email: lloydsbank@lucid-is.com
David
Shilson / Arlind
Bytyqi
Telephone: +44 (0) 20 7704 0880
Investor Relations
Douglas
Radcliffe
Email: douglas.radcliffe@finance.lloydsbanking.com
Group
Investor Relations Director
Telephone: +44 (0) 20 7356
1571
Global Co-Ordinator
Lloyds
Bank
plc
U.S. Toll-Free: +1 (855) 400-6511
Collect: +1 (212) 827-3105
In Europe: +44 (0) 20 7158 2720
Email:
liability.management@lloydsbanking.com
Attn: Liability Management Group
Joint Dealer Managers
BNP
Paribas Securities
Corp.
U.S. Toll-Free: +1 (888) 210-4358
Collect: +1 (212) 841-3059
In Europe: +44 (0)
20 7595 8668
Email: liability.management@bnpparibas.com
Attn: Liability Management Group
Deutsche
Bank Securities
Inc.
U.S. Toll-Free: +1 (866) 627-0391
Collect: +1 (212) 250-2955
In Europe: +44 (0) 20 7545 8011
Attention: Liability Management Group
Email: liability.management@db.com
UBS
Limited
U.S. Toll-Free: +1 (888) 719-4210
Collect: +1 (203) 719-4210
In Europe: +44 (0) 20 7568 2133
Email: ol-liabilitymanagement-eu@ubs.com
Attn: Liability Management Group
CONCURRENT
NON-U.S. OFFER
On 27
October 2016, the Offeror also launched an exchange offer (the
"Non-U.S. Offer") in respect of certain of Lloyds Bank's
outstanding euro-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 Maximum Tender 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 Maximum Tender 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 Maximum Tender Offer. None of the Offeror, the
Dealer Managers or the Tender Agent make any recommendation as to
whether holders should tender Maximum Tender Notes pursuant to the
Maximum Tender Offer.
OFFER
RESTRICTIONS
United
Kingdom
The
communication of this announcement, the Offer to Purchase and any
other documents or materials relating to the Maximum Tender 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 Maximum Tender 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 Maximum
Tender 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 Maximum Tender Offer may not be
advertised and the Maximum Tender Offer will not be extended, and
neither this announcement nor any other documents or materials
relating to the Maximum Tender 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 Maximum Tender 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
Maximum Tender 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 Maximum Tender 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
Maximum Tender 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 Maximum Tender Offer, this announcement, the Offer to Purchase
or any other documents or materials relating to the Maximum Tender
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
Maximum Tender Offer is being carried out in the Republic of Italy
("Italy") as exempted offers 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 Maximum Tender Offer is also
being carried out in compliance with article 35-bis, paragraph 7 of
the CONSOB Regulation.
Holders
or beneficial owners of the Maximum Tender Notes located in Italy
can tender the Maximum Tender 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 Maximum Tender Notes or the Maximum Tender
Offer.
Canada
Neither
this announcement, the Offer to Purchase nor any other materials
relating to the Maximum Tender 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
Maximum Tender Offer does not constitute an offer to buy or the
solicitation of an offer to sell Maximum Tender Notes in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities or other laws require the
Maximum Tender Offer to be made by a licensed broker or dealer and
the Dealer Managers or, where the context so requires, any of its
affiliates is such a licensed broker or dealer in that
jurisdiction, the Maximum Tender Offer shall be deemed to be made
on behalf of the Offeror by such Dealer Manager or affiliate 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 Managers and the Tender
Agent to inform themselves about, and to observe, any such
restrictions.
This
announcement contains inside information.
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:
10 November 2016