As filed with the Securities and Exchange Commission on October 27, 2016

 

Registration No. 333-214016 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

AMENDMENT No. 1 TO 

FORM F-4 

REGISTRATION STATEMENT 

UNDER 

THE SECURITIES ACT OF 1933 

 

Lloyds Banking Group plc 

(Exact Name of Registrant as Specified in Its Charter) 

Scotland 

(State or Other Jurisdiction of Incorporation or Organization) 

6029  

(Primary Standard Industrial Classification Code Number) 

Not Applicable 

(I.R.S. Employer Identification No.) 

25 Gresham Street 

London EC2V 7HN 

011-44-207-626-1500 

(Address and Telephone Number of Registrant’s Principal Executive Offices)

 

Kevin P. McKendry  

Chief Legal Officer, North America 

Lloyds Bank plc 

1095 Avenue of the Americas 

New York, New York 10036 

001-212-930-8920

 

(Name, Address and Telephone Number of Agent for Service)

 

Please send copies of all communications to: 

John W. Banes 

DAVIS POLK & WARDWELL LONDON LLP 

5 Aldermanbury Square 

London EC2V 7HR 

Tel. No.: 011-44-207-418-1300 


       Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered

Amount to be Registered

Proposed Maximum Offering Price

per Unit(1)

Proposed Maximum Aggregate Offering Price(1)

Amount of Registration Fee(2)

New 4.582% Subordinated Debt Securities due 2025 (the “2025 New Notes”) $1,353,364,000 100% $1,353,364,000 $156,854.89
New 5.300% Subordinated Debt Securities due 2045 (the “2045 New Notes”) $824,082,000 100% $824,082,000 $95,511.10

_________________

(1)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933.

(2)The total registration fee was previously paid in connection with the initial filing of this Form F-4 on October 7, 2016.

 

 

 

 

This Amendement No. 1 to the Registration Statement on Form F-4 (the “Registration Statement”) is being filed by Lloyds Banking Group plc solely to amend Exhibit 5.1 to the Registration Statement, a copy of which is attached hereto.

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 21. Exhibits and Financial Statement Schedules

 

EXHIBIT INDEX

 

Exhibit Number 

Exhibit Description 

5.1 Opinion of CMS Cameron McKenna LLP, Scottish solicitors to Lloyds Banking Group plc, regarding the validity of the New Notes

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Lloyds Banking Group plc has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, United Kingdom, on the 27th day of October, 2016.

 

LLOYDS BANKING GROUP plc
 
 
By: /s/ Vishal Savadia
  Name: Vishal Savadia
  Title: Head of Capital Structuring and Debt IR

 

NOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints T. Rougier, V. Savadia, R.D. Shrimpton, A.J. Wood and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462(b) of the Securities Act, as amended, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature 

Title 

Date 

     
/s/ António Horta-Osório    

António Horta-Osório

 (Executive Director and Group Chief Executive) 27th day of October, 2016
     
/s/ George Culmer    

George Culmer

 (Executive Director and Chief Financial Officer) 27th day of October, 2016
     
/s/ Lord Blackwell    

Lord Blackwell 

(Chairman) 

 27th day of October, 2016
     
/s/ Juan Colombás    

Juan Colombás

 (Executive Director and Chief Risk Officer) 27th day of October, 2016
     
/s/ Anita Frew    

Anita Frew

(Deputy Chairman and Non-Executive Director)

 27th day of October, 2016
     
/s/ Alan Dickinson    

Alan Dickinson

 (Non-Executive Director) 27th day of October, 2016
     
/s/ Simon Henry    

Simon Henry

(Non-Executive Director)

 27th day of October, 2016
     
/s/ Nick Luff    

 Nick Luff

(Non-Executive Director)

 27th day of October, 2016
     
/s/ Deborah McWhinney    

Deborah McWhinney

(Non-Executive Director)

 27th day of October, 2016

 

 

 

 

/s/ Nick Prettejohn    

Nick Prettejohn

(Non-Executive Director)

 27th day of October, 2016
     
/s/ Stuart Sinclair    

Stuart Sinclair

(Non-Executive Director)

 27th day of October, 2016
     
/s/ Anthony Watson CBE    

Anthony Watson CBE

(Non-Executive Director)

 27th day of October, 2016
     
/s/ Sara Weller CBE    

Sara Weller CBE

(Non-Executive Director)

 27th day of October, 2016
     
/ s/ Kevin P. McKendry  

 Kevin P. McKendry

(Authorized U.S. Representative)

 27th day of October, 2016

 

 

 

 

Exhibit Index

 

Exhibit Number

Exhibit Description

3.1 Articles of association of Lloyds Banking Group plc (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)
4.1 Subordinated Debt Securities Indenture dated as of November 4, 2014, between Lloyds Banking Group plc as Issuer and The Bank of New York Mellon, acting through its London Branch, as Trustee (previously filed on Form 6-K on November 4, 2014 and incorporated herein by reference)
4.2 Form of Fifth Supplemental Indenture to the Subordinated Debt Securities Indenture between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon acting through its London Branch, as Trustee (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)
4.3 Form of Sixth Supplemental Indenture to the Subordinated Debt Securities Indenture between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon acting through its London Branch, as Trustee (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)
4.4 Registration Rights Agreement dated as of December 1, 2015 between Lloyds Banking Group plc and Goldman, Sachs & Co., Lloyds Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Inc. and Morgan Stanley & Co. LLC (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)
5.1 Opinion of CMS Cameron McKenna LLP, Scottish solicitors to Lloyds Banking Group plc regarding the validity of the New Notes
5.2 Opinion of Davis Polk & Wardwell London LLP, U.S. counsel to Lloyds Banking Group plc regarding the validity of the New Notes (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)
12 Statement of Computation of Ratio of Earnings to Fixed Charges (previously filed on Form 6-K on July 28, 2016 and incorporated herein by reference)
21 List of subsidiaries of Lloyds Banking Group plc (previously filed on Form 20-F for the year ended December 31, 2015, dated March 8, 2016 and incorporated herein by reference)
23.1 Consent of CMS Cameron McKenna LLP (contained in their opinion filed as Exhibit 5.1)
23.2 Consent of Davis Polk & Wardwell London LLP (contained in their opinion previously filed as Exhibit 5.2 on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)
23.3 Consent of PricewaterhouseCoopers LLP (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)
25.1 Statement of Eligibility for the Subordinated Debt Securities Indenture between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon acting through its London Branch, as Indenture Trustee and referenced above as Exhibit 4.1 (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference)