Results of Compensatory Open
59/09 8 June 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, HONG KONG, JAPAN, MALAYSIA, THAILAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
LLOYDS BANKING GROUP ANNOUNCES STRONG SUPPORT FOR THE COMPENSATORY OPEN OFFER AND COMMENCEMENT OF THE HMT PREFERENCE SHARE REDEMPTION
Unless otherwise defined in this announcement, capitalised definitions shall have the same meaning as in the prospectus ("the Prospectus") published on 20 May 2009 by Lloyds Banking Group plc (the "Company" or "Lloyds Banking Group") in connection with the Placing and Compensatory Open Offer.
Compensatory Open Offer
Lloyds Banking Group plc announces that valid acceptances have been received in respect of 9,043,154,385 Open Offer Shares representing approximately 87 per cent of the total number of Open Offer Shares to be issued pursuant to the Placing and Compensatory Open Offer announced by the Company on 20 May 2009.
Admission of the Ordinary Shares to be allotted pursuant to the Compensatory Open Offer to the Official List of the UK Listing Authority and to trading on the London Stock Exchange is expected to take place at 8:00 am today.
As disclosed in the Prospectus, Citigroup Global Markets U.K. Equity Limited, J.P. Morgan Cazenove Limited and UBS Limited (the "Joint Bookrunners") will use reasonable endeavours to procure placees for the balance of Open Offer Shares (representing approximately 13 per cent of the total number of Open Offer Shares) not validly taken up in the Compensatory Open Offer (the "Rump") at an aggregate price at least equal to the Issue Price of 38.43 pence multiplied by the number of Open Offer Shares not validly taken up which are placed by the Joint Bookrunners (plus associated expenses) (the "Minimum Rump Placing Amount").
Any premium to the Minimum Rump Placing Amount shall be paid to Qualifying Shareholders who have not (or are deemed not to have) taken up some or all Open Offer Shares and to other Registered Shareholders who were not entitled to apply for Open Offer Shares by virtue of their being resident in a Restricted Jurisdiction, on a pro rata basis, save that amounts of less than £3.00 per holding will not be so paid but will be aggregated and donated to charity (the British Heart Foundation). Fractional Open Offer Entitlements will be aggregated and the resulting Open Offer Shares will be placed for the benefit of the Company.
A further announcement as to the number of Open Offer Shares for which acquirers have been procured and those (if any) which are to be acquired by HM Treasury as Underwriter will be made in due course. A further announcement as to the number of Ordinary Shares in issue and HM Treasury's holding in the Company following the closing of the Placing and Compensatory Open Offer will also be made in due course.
Accepted Shares in uncertificated form are expected to be credited to accounts in CREST by 8.00 am today and despatch of definitive share certificates for the Accepted Shares in certificated form is expected to take place by 19 June 2009.
HMT Preference Share Redemption
As announced on 7 March 2009 and set out in the Prospectus, Lloyds Banking Group will use the proceeds of the Placing and Compensatory Open Offer (being not less than £3,940 million net of commissions of up to £60 million payable to HM Treasury under the Open Offer Agreement), together with up to £300 million of the Group's existing cash resources, to redeem all outstanding HMT Preference Shares issued to HM Treasury in January 2009 at 101 per cent of their issue price (in accordance with the terms agreed with HM Treasury) together with accrued dividends thereon.
Today Lloyds Banking Group will use proceeds of the Compensatory Open Offer together with existing cash resources to redeem 3,475,284 outstanding HMT Preference Shares. Following this first redemption, the remaining 524,716 outstanding HMT Preference Shares are expected to be redeemed shortly after the completion of the placing of the Rump. A further announcement will be made in due course.
For further information:
Investor Relations
Michael Oliver +44 (0) 20 7356 2167
Director of Investor Relations
Email: michael.oliver@ltsb-finance.co.uk
Douglas Radcliffe +44 (0) 20 7356 1571
Senior Manager, Investor Relations
Email: douglas.radcliffe@ltsb-finance.co.uk
Media Relations
Shane O'Riordain +44 (0) 20 7356 1849
Group Communications Director
Email: shane.o'riordain@lloydsbanking.com
This announcement does not constitute a prospectus or prospectus equivalent document. This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.
This announcement does not constitute an offer to sell, or a solicitation of an offer to subscribe for, the securities being issued in any jurisdiction in which such offer or solicitation is unlawful.
The Prospectus is available on the website of Lloyds Banking Group (www.lloydsbankinggroup.com) and in hard copy from Lloyds Banking Group's registered office. Copies of the Prospectus are also available for viewing at the Document Viewing Facility of the FSA (25 The North Colonnade, London E14 5HS) and is available for inspection at Lloyds Banking Group's registered office (Henry Duncan House, 120 George Street, Edinburgh EH2 4LH) as well as at the offices of Linklaters LLP (One Silk Street, London EC2Y 8HQ) during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) until Admission.
This announcement is not for distribution, directly or indirectly, in or into the United States, Canada, Hong Kong, Japan, Malaysia, Thailand or any other state or jurisdiction in which it would be unlawful to do so. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein (the "Securities") have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The Securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the Securities in the United States.
The Lloyds Banking Group Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Lloyds Banking Group Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Citi and J.P. Morgan Cazenove Limited are each authorised and regulated by the Financial Services Authority in the United Kingdom and are acting for Lloyds Banking Group in connection with the Placing and Compensatory Open Offer and no-one else and will not be responsible to anyone other than Lloyds Banking Group for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing and Compensatory Open Offer and/or any other matter referred to in this announcement.
UBS Limited ("UBS") is acting for Lloyds Banking Group in connection with the Placing and Compensatory Open Offer and no-one else and will not be responsible to anyone other than Lloyds Banking Group for providing the protections afforded to its clients nor for providing advice in relation to the Placing and Compensatory Open Offer and/or any other matter referred to in this announcement.
This information is provided by RNS
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