RNS Number : 2941O

Lloyds Banking Group PLC

03 November 2016

3 November 2016

Lloyds Bank plc - Pricing OF ANY AND ALL TENDER OFFER

Lloyds Bank plc ("Lloyds Bank" or the "Offeror") is today announcing the pricing of its previously announced cash tender offer for any and all of certain series of outstanding U.S. dollar denominated notes (the "Any and All Notes") issued by Lloyds Bank plc and guaranteed by Lloyds Banking Group plc (the "Any and All Tender Offer"). The Any and All 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") and the related notice of guaranteed delivery.

Capitalised terms not otherwise defined in this announcement have the same meaning as in the Offer to Purchase.

The Reference Yield in respect of each Series of Any and All Notes was determined at 11:00 a.m., New York City time, today. The Any and All Consideration for each Series of Any and All Notes is based on the Reference Yield plus the Fixed Spread as set forth in the table below:

Principal Fixed Reference

Any and Amount Spread U.S. Treasury Reference Any and

All Notes ISIN/CUSIP Outstanding (bps) Security Yield All Consideration(1)

----------- ------------- -------------- ------- -------------- --------- ---------------------


Senior 0.750%

Notes U.S. Treasury

due 2018 Security

(Series due September

1) US53944VAC37 $1,000,000,000 60 30, 2018 0.822% $1,004.38



Senior 0.750%

Notes U.S. Treasury

due 2018 Security

(Series due September

2) US53944VAG41 $1,250,000,000 60 30, 2018 0.822% $1,004.90



Senior 1.000%

Notes U.S. Treasury

due 2019 Security

(Series due October

3) US53944VAB53$1,000,000,000 70 15, 2019 0.965% $1,018.82



Senior 1.125%

Notes U.S. Treasury

due 2020 Security

(Series due September

4) US53944VAE92 $1,000,000,000 50 30, 2021 1.277% $1,020.21



Senior 1.500%

Notes U.S. Treasury

due 2025 Security

(Series due August

5) US53944VAH24 $1,250,000,000 80 15, 2026 1.812% $1,067.41


(1) Per $1,000 in principal amount of Any and All Notes accepted for purchase.

The Any and All Tender Offer will expire at 5:00 p.m., New York City time, on 3 November 2016 unless extended (such date and time, as the same may be extended, the "Any and All Expiration Deadline") or earlier terminated. Holders must validly tender and not withdraw their Any and All Notes on or prior to the Any and All Expiration Deadline in order to be eligible to receive the Any and All Consideration. Any and All Notes validly tendered may be withdrawn at any time prior to the Any and All Expiration Deadline, but not thereafter. In addition to the Any and All Consideration, Holders of Any and All Notes accepted for purchase pursuant to the Any and All Tender Offer will also receive on the Any and All Settlement Date accrued and unpaid interest on the Any and All Notes from the last interest payment date up to, but not including, the Any and All Settlement Date.

The Any and All Settlement Date is expected to be 8 November2016.


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

Andrew Downey Email: andrew.downey@finance.lloydsbanking.com

Director, Investor Relations Telephone: +44 (0) 20 7356 2334

Global Co-Ordinator

Lloyds Bank plc U.S. Toll-Free: +1 (855) 400-6511

Collect: +1 (212) 827-3105In 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) 250-2955In 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.


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 Any and All 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 Any and All 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 Any and All Tender Offer. None of the Offeror, the Dealer Managers or the Tender Agent make any recommendation as to whether holders should tender Any and All Notes pursuant to the Any and All Tender Offer.


United Kingdom

The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Any and All 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.


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