NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
16 September 2013
UK Financial Investments Limited
Intention to dispose of approximately 6% of Lloyds Banking Group plc
UKFI announces its intention to sell part of HM Treasury's shareholding in Lloyds Banking Group plc (the "Company"). The disposal of these shares (the "Placing Shares") will be by way of a placing to institutional investors (the "Placing").
The price at which the Placing Shares are sold (the "Placing Price") will be determined by way of an accelerated bookbuilding process. The book will open with immediate effect following this announcement.
The Placing is expected to comprise 4,282,034,109 of the Company's ordinary shares, representing approximately 6% of the issued ordinary capital of the Company. As a result of the Placing, the overall size of HM Treasury's shareholding in the Company will be reduced from approximately 38.7% to approximately 32.7%.
UKFI and HM Treasury have undertaken to the Joint Bookrunners not to sell further shares in the Company for a period of 90 calendar days following the completion of the Placing without the prior written consent of a majority (by participation) of the Joint Bookrunners.
BofA Merrill Lynch, J.P. Morgan Cazenove (who have also been acting as UKFI's privatisation strategy adviser) and UBS Investment Bank have been appointed to act as Joint Bookrunners in connection with the Placing.
Lazard & Co., Limited is acting as capital markets adviser. Slaughter and May is acting as Seller's Legal Counsel to UKFI in respect of English law.
Details of the Placing Price and the number of Placing Shares will be announced in due course.
UKFI communications: Liz Morley +44 (0) 20 7395 0456
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The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by the seller or any of the Joint Bookrunners or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There shall be no public offering of securities in the United States.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada, Australia, Japan or any other state or jurisdiction in which such action would be unlawful. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, Japanese or other applicable securities laws.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.
In connection with any offering of the Placing Shares, the Joint Bookrunners and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
J.P. Morgan Securities plc (which conducts its UK investment banking business under the name J.P. Morgan Cazenove), Merrill Lynch International and UBS Limited (the "Joint Bookrunners"), which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, and Lazard & Co., Limited (the "Adviser"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting on behalf of HM Treasury and UKFI (in the case of the Joint Bookrunners) and UKFI (in the case of the Adviser) and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of their respective clients or for providing advice to any other person in relation to any offering of the Placing Shares. None of the Joint Bookrunners nor the Adviser will regard any other person as its client in relation to the offering of the Placing Shares. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Joint Bookrunners, the Adviser or by any of their respective affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with HM Treasury, UKFI, the Company, the Placing Shares, the Placing or any of arrangements described herein, and any liability therefor is expressly disclaimed.
No Placing Shares will be available to any investor whose purchase of such Placing Shares, whether on its own account or as a fiduciary or agent for one or more investor accounts, would require regulatory consent in any jurisdiction (including, without limitation, under the UK Financial Services and Markets Act 2000 and the United States Bank Holding Company Act of 1956).