Exchange Offer - Phase 1 Update

 

TIDM98IL TIDMLLOY TIDM63GF 
 
RNS Number : 9945P 
Lloyds TSB Bank PLC 
02 April 2009 
 

NOT FOR DISTRIBUTION TO ANY US PERSON OR IN OR INTO THE UNITED STATES, OR TO ANY 
PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (SEE "OFFER RESTRICTIONS" 
BELOW) 
 
 
LLOYDS TSB BANK PLC EXCHANGE OFFER 
PHASE 1 UPDATE 
 
 
Further to its announcement of 25 March 2009, pursuant to which Lloyds TSB Bank 
plc (the "Issuer") invited (on behalf of itself and Bank of Scotland plc) 
holders of certain Upper Tier 2 securities to offer to exchange any or all of 
their Existing Notes, subject to the relevant Minimum New Issue Amount (where 
applicable) and the relevant New Issue Amount (as determined by the Issuer, in 
its sole discretion, following the expiration of the relevant Exchange Offer) 
for senior unsecured New Notes (the "Exchange Offers"), the Issuer hereby 
informs holders that, as at the Early Expiration Deadline of the Phase 1 
Exchange Offer (being 4.00 p.m., London time, on 1 April 2009), the average 
exchange take up of Existing Notes in Phase 1, stood in excess of 65 per cent. 
The Phase 1 Exchange Offer Expiration Date and Time is 4.00 p.m., London time, 
on 7 April 2009, but may be closed earlier under the Early Expiration Option. 
 
 
The Exchange Offers are made on the terms and subject to the conditions set out 
in the relevant Exchange Offer Memorandum, each dated 25 March 2009. Capitalised 
terms used and not otherwise defined in this announcement have the meaning given 
in the relevant Exchange Offer Memorandum. 
 
 
The Exchange Offers are not being made in the United States or Italy or to any 
U.S. person or to any person located or resident in Italy and is also restricted 
in other jurisdictions. 
 
 
Requests for information in relation to the Exchange Offers should be directed 
to the Dealer Managers: 
 
 
+---------------------------------+------------+--------------------------------+ 
|                              THE DEALER MANAGERS                              | 
+-------------------------------------------------------------------------------+ 
|      Lloyds TSB Corporate       |            |          UBS Limited           | 
|            Markets              |            |       1 Finsbury Avenue        | 
|        10 Gresham Street        |            |        London EC2M 2PP         | 
|        London EC2V 7AE          |            |        United Kingdom          | 
|         United Kingdom          |            |                                | 
+---------------------------------+------------+--------------------------------+ 
|      Tel: [phone]      |            |     Tel: [phone]      | 
+---------------------------------+------------+--------------------------------+ 
|      Fax: [phone]      |            |     Fax: [phone]      | 
+---------------------------------+------------+--------------------------------+ 
|    Attention: Debt Capital      |            |      Attention: Liability      | 
|            Markets              |            |        Management Group        | 
+---------------------------------+------------+--------------------------------+ 
|             email:              |            | email: [e-mail]  | 
|[e-mail]  |            |               /                | 
|                /                |            |    [e-mail]      | 
|  [e-mail]    |            |                                | 
+---------------------------------+------------+--------------------------------+ 
 
 
Requests for information in relation to the procedures for exchanging Existing 
Notes in, and for any documents or materials relating to the Exchange Offers 
should be directed to the Exchange Agent: 
 
 
+-------------------------------------------------------------------------------+ 
|                                EXCHANGE AGENT                                 | 
+-------------------------------------------------------------------------------+ 
|                        Lucid Issuer Services Limited                          | 
|                                436 Essex Road                                 | 
|                                London N1 3QP                                  | 
|                                United Kingdom                                 | 
+-------------------------------------------------------------------------------+ 
|                            Fax: [phone]                              | 
+-------------------------------------------------------------------------------+ 
|             Attention: Sunjeeve Patel, Lee Pellicci, Yves Theis               | 
+-------------------------------------------------------------------------------+ 
|                        email: [e-mail]                          | 
+-------------------------------------------------------------------------------+ 
 
 
  DISCLAIMER 
 
 
This announcement must be read in conjunction with the relevant Exchange Offer 
Memorandum. This announcement and the Exchange Offer Memoranda contain important 
information which must be read carefully before any decision is made with 
respect to the relevant Exchange Offer. If any Holder is in any doubt as to the 
action it should take, it is recommended to seek its own legal, tax and 
financial advice, including as to any tax consequences, from its stockbroker, 
bank manager, solicitor, accountant or other independent financial adviser. Any 
individual or company whose Existing Notes are held on its behalf by a broker, 
dealer, bank, custodian, trust company, or other nominee must contact such 
entity if it wishes to participate in the Exchange Offer. None of the Dealer 
Managers, the Exchange Agent, the Trustee, or any person who controls, or is a 
director, officer, employee or agent of such persons, or any affiliate of such 
persons, makes any recommendation as to whether Holders should participate in 
either Exchange Offer. No offer or invitation to acquire or exchange any 
securities is being made pursuant to this announcement. Neither this 
announcement nor the relevant Exchange Offer Memorandum constitute an invitation 
to participate in the relevant Exchange Offer in any jurisdiction in which, or 
to or from any person to or from whom, it is unlawful to make such invitation 
under applicable securities laws and offers of Existing Notes for exchange 
pursuant to the relevant Exchange Offer will not be accepted from Holders in any 
jurisdiction where such invitation is unlawful. 
 
 
The distribution of this announcement and the Exchange Offer Memoranda in 
certain jurisdictions may be restricted by law. Persons into whose possession 
this announcement and/or the Exchange Offer Memoranda come are required by each 
of the Issuer, the Lloyds Banking Group Companies, the Dealer Managers and the 
Exchange Agent to inform themselves about, and to observe, any such 
restrictions. 
 
 
OFFER RESTRICTIONS 
 
 
United States 
 
 
The Exchange Offers are not being made, and will not be made, directly or 
indirectly, in or into, or by use of the mail of, or by any means or 
instrumentality of interstate or foreign commerce of or of any facilities of a 
national securities exchange of, the United States or to, or for the account or 
benefit of, U.S. persons. This includes, but is not limited to, facsimile 
transmission, electronic mail, telex, telephone and the internet. Accordingly, 
copies of this announcement, the Exchange Offer Memoranda and any other 
documents or materials relating to the Exchange Offers are not being, and must 
not be, directly or indirectly, mailed or otherwise transmitted, distributed or 
forwarded (including without limitation, by custodians, nominees or trustees) in 
or into the United States or to U.S. persons and the Existing Notes cannot be 
Offered for Exchange by any such use, means, instruments or facilities or from 
within the United States or by U.S. persons. Any purported Offer to Exchange 
Existing Notes resulting directly or indirectly from a violation of these 
restrictions will be invalid, and any purported Offer to Exchange made by a U.S. 
person, a resident of the United States or from the United States or from any 
agent, fiduciary or other intermediary acting on a non-discretionary basis for a 
principal giving instructions from within the United States or for a U.S. person 
will be invalid and will not be accepted. 
Neither this announcement nor the Exchange Offer Memoranda constitute an offer 
of securities for sale in the United States or to U.S. persons. The Existing 
Notes and the New Notes have not been, and will not be, registered under the 
Securities Act or the securities laws of any state or jurisdiction of the United 
States, and may not be offered, sold or delivered, directly or indirectly, in 
the United States or to, or for the account or benefit of U.S. persons. The 
purpose of this announcement and the Exchange Offer Memoranda is limited to the 
relevant Exchange Offer, and neither this announcement nor the Exchange Offer 
Memoranda may be sent or given to any person other than in an offshore 
transaction in accordance with Regulation S under the Securities Act. 
Each Holder of Existing Notes participating in the relevant Exchange Offer will 
represent that it is participating in the relevant Exchange Offer in accordance 
with Regulation S under the Securities Act and that it is not participating in 
the relevant Exchange Offer from the United States nor is it a U.S. person or an 
agent, fiduciary or other intermediary acting on a non-discretionary basis for a 
principal giving instructions from within the United States or for a U.S. 
person. 
 
 
Italy 
 
 
This announcement and the Exchange Offers are not being made in the Republic of 
Italy. The Exchange Offers, this announcement and the Exchange Offer Memoranda 
have not been submitted to the clearance procedures of the Commissione Nazionale 
per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. 
Accordingly, Holders are hereby notified that, to the extent such Holders are 
persons resident and/or located in the Republic of Italy, neither Exchange Offer 
is available to them and they may not Offer to Exchange Existing Notes pursuant 
to the relevant Exchange Offer nor may the New Notes be offered, sold or 
delivered in the Republic of Italy and, as such, any Electronic Instruction 
Notice received from or on behalf of such persons shall be ineffective and void, 
and none of this announcement, the Exchange Offer Memoranda or any other 
offering material relating to the Exchange Offers, the Existing Notes or the New 
Notes may be distributed or made available in the Republic of Italy. 
 
 
United Kingdom 
 
 
The communication of this announcement and the Exchange Offer Memoranda are not 
being made and such documents have not been approved by an authorised person for 
the purposes of section 21 of the Financial Services and Markets Act 2000. 
Accordingly, such documents are only for circulation to persons within the 
United Kingdom falling within the definition of Investment Professionals (as 
defined in Article 19(5) of the Financial Services and Markets Act 2000 
(Financial Promotion) Order 2005 (the "Order")) or within Article 43 of the 
Order, or other persons to whom they may lawfully be communicated in accordance 
with the Order. 
 
 
Other 
 
 
The Exchange Offers are subject to further offer and distribution restrictions 
in, amongst other countries, Belgium, France and Switzerland as more fully set 
out in the relevant Exchange Offer Memorandum. The distribution of this 
announcement in those jurisdictions is restricted by the laws of such 
jurisdictions. No action has been or will be taken in any jurisdiction in 
relation to the relevant Exchange Offer that would permit a public offering of 
securities other than in Switzerland. 
 
 
General 
 
 
The Dealer Managers, the Trustee and the Exchange Agent (and their respective 
directors, employees or affiliates) make no representations or recommendations 
whatsoever regarding this document or the Exchange Offers. The Exchange Agent is 
the agent of the Issuer and owes no duty to any Holder. None of the Issuer, the 
Lloyds Banking Group Companies, the Dealer Managers, the Trustee or the Exchange 
Agent makes any recommendation as to whether or not Holders should participate 
in the Exchange Offer. 
 
 
Each Exchange Offer does not constitute an offer to buy or the solicitation of 
an offer to sell the Existing Notes and/or the New Notes in any circumstances in 
which such offer or solicitation is unlawful. In those jurisdictions where the 
securities or other laws require the relevant Exchange Offer to be made by a 
licensed broker or dealer and either of the Dealer Managers or any of their 
respective affiliates is such a licensed broker or dealer in that jurisdiction, 
the relevant Exchange Offer shall be deemed to be made on behalf of the Lloyds 
Banking Group Companies by such Dealer Manager or affiliate (as the case may be) 
in such jurisdiction. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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