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Transaction Valuation*
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Amount of Filing Fee
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$1,669,481,330(1)
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$215,029.19(2)
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(1)
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Estimated solely for the purpose of calculating the filing fee in accordance with Rules 0-11(a)(4) and 0-11(b)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and based on the market value of the ECNs (as defined below) calculated as the sum of (i) the product of (a) 105.500%, the average of the high and low as a percentage of par value of the 7.875% Dated Enhanced Capital Notes due 2020, issued by LBG Capital No. 1 plc and fully and unconditionally guaranteed by LBG (as defined below) (the “Series 1 ECNs”) on March 3, 2014, and (b) $985,636,000, the maximum amount of Series 1 ECNs that could be exchanged in the Exchange Offer (as defined below), (ii) the product of (a) 106.188%, the average of the high and low as a percentage of par value of the 7.875% Dated Enhanced Capital Notes due 2020, issued by LBG Capital No. 2 plc and fully and unconditionally guaranteed by Lloyds Bank plc (the “Series 4 ECNs”) on March 3, 2014, and (b) $407,578,000, the maximum amount of Series 4 ECNs that could be exchanged in the Exchange Offer, (iii) the product of (a)105.500%, the average of the high and low as a percentage of par value of the 8.00% Fixed-to-Floating Rate Undated Enhanced Capital Notes, issued by LBG Capital No. 1 plc and fully and unconditionally guaranteed by LBG (the “Series 2 ECNs”) on March 3, 2014, and (b) $196,838,461, the maximum amount of Series 2 ECNs that could be exchanged in the Exchange Offer, and (iv) the product of (a)105.000%, the average of the high and low price as a percentage of par value of the 8.50% Fixed-to-Floating Rate Undated Enhanced Capital Notes, issued by LBG Capital No. 1 plc and fully and unconditionally guaranteed by LBG (the “Series 3 ECNs”) on March 3, 2014, and (b) $0, the maximum amount of Series 4 ECNs that could be exchanged in the Exchange Offer.
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(2)
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The amount of the filing fee was calculated in accordance with Rule 0-11(a)(2) promulgated under the Exchange Act by multiplying the Transaction Valuation by 0.0001288; this filing fee will be offset against the registration fee previously paid in connection with the Offeror’s Registration Statement on Form F-4 filed on March 6, 2014.
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o
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form or Registration No.:
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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third-party tender offer subject to Rule 14d-1.
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x
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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Name
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Title
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Director Since
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António Horta-Osório
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Group Chief Executive
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January 2011
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George Culmer
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Group Finance Director
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May 2012
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Sir Winfried Bischoff
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Chairman(1)
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September 2009
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Juan Colombás
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Executive Director and Chief Risk Officer
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November 2013
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David Roberts
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Deputy Chairman
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March 2010
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Lord Blackwell
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Independent Director Chairman elect(1)
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June 2012
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Carolyn Fairbairn
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Non-Executive Director
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June 2012
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Anita Frew
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Non-Executive Director
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December 2010
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Nicholas Luff
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Non-Executive Director
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March 2013
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Anthony Watson CBE
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Non-Executive Director
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April 2009
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Sara Weller
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Non-Executive Director
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February 2012
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Dyfrig John CBE
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Non-Executive Director
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January 2014
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(1)
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Lord Blackwell will succeed Sir Winfried Bischoff as Chairman with effect from April 3, 2014 when Sir Winfried will retire from LBG.
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Name
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Title
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António Horta-Osório
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Group Chief Executive
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Andrew Bester
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Group Director and Chief Executive, Commercial Banking
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Alison Brittain
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Group Director, Retail Division
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Juan Colombás
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Chief Risk Officer
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George Culmer
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Group Finance Director
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Mark Fisher
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Group Operations Director
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Antonio Lorenzo
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Consumer Finance and Group Corporate Development
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David Nicholson
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Group Director, Halifax Community Bank
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Miguel-Ángel Rodríguez-Sola
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Group Director Digital, Marketing and Customer Development
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Toby Strauss
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Group Director, Insurance
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Matthew Young
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Group Corporate Affairs Director
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(1)
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Tender Offers.
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(i)
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The total number and class of securities sought in the offer. The information set forth in the prospectus in the sections entitled “Prospectus Summary,” “The Exchange Offer” and “Comparison of Certain Material Terms of the Enhanced Capital Notes and the Additional Tier 1 Securities” is incorporated by reference herein.
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(ii)
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The type and amount of consideration offered to security holders. The information set forth in the prospectus in the sections entitled “Prospectus Summary,” “The Exchange Offer” and “Description of the Additional Tier 1 Securities” is incorporated by reference herein.
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(iii)
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The scheduled expiration date. The information set forth in the prospectus in the sections entitled “Prospectus Summary” and “The Exchange Offer” is incorporated by reference herein.
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(iv)
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Whether a subsequent offering period will be available, if the transaction is a third-party tender offer. Not applicable.
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(v)
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Whether the offer may be extended, and if so, how it could be extended. The information set forth in the prospectus in the sections entitled “Prospectus Summary” and “The Exchange Offer” is incorporated by reference herein.
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(vi)
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The dates before and after which security holders may withdraw securities tendered in the offer. The information set forth in the prospectus in the sections entitled “Prospectus Summary” and “The Exchange Offer” is incorporated by reference herein.
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(vii)
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The procedures for tendering and withdrawing securities. The information set forth in the prospectus in the sections entitled “Prospectus Summary” and “The Exchange Offer” is incorporated by reference herein.
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(viii)
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The manner in which securities will be accepted for payment. The information set forth in the prospectus in the sections entitled “Prospectus Summary” and “The Exchange Offer” is incorporated by reference herein.
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(ix)
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If the offer is for less than all securities of a class, the periods for accepting securities on a pro rata basis and the offeror’s present intentions in the event that the offer is oversubscribed. The information set forth in the prospectus in the sections entitled “Prospectus Summary” and “The Exchange Offer” is incorporated by reference herein.
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(x)
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An explanation of any material differences in the rights of security holders as a result of the transaction, if material. The information set forth in the prospectus in the sections entitled “Description of the Additional Tier 1 Securities” and “Comparison of Certain Material Terms of the Enhanced Capital Notes and the Additional Tier 1 Securities” is incorporated by reference herein.
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(xi)
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A brief statement as to the accounting treatment of the transaction, if material. The information set forth in the prospectus in the section entitled “Capitalization of the Group” is incorporated by reference herein.
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(xii)
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The federal income tax consequences of the transaction, if material. The information set forth in the prospectus in the section entitled “Taxation Considerations―U.S. Federal Income Tax Consequences” is incorporated by reference herein.
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(2)
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Mergers or Similar Transactions. Not applicable.
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·
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LBG’s annual report on Form 20-F for the fiscal year ended December 31, 2013, as filed with the SEC on March 5, 2014 including LBG’s audited consolidated financial statements, together with the audit report thereon; and
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·
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Form 6-K dated March 5, 2014, containing LBG’s ratio of earnings to fixed charges as at December 31, 2013 and for the years ended December 31, 2012, 2011, 2010 and 2009.
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(a)
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Agreements, regulatory requirements and legal proceedings.
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(1)
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None.
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(2)
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LBG is subject to the capital adequacy requirements adopted in the European Union and implementation thereof by the Prudential Regulatory Authority (the “PRA”) in the United Kingdom, as well as to binding regulatory technical standards to be developed by the European Banking Authority. LBG has received the PRA’s approval in connection with the Exchange Offer. LBG is also required to comply with U.S. federal and state securities laws and tender offer rules.
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(3)
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Not applicable.
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(4)
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Not applicable.
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(5)
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None.
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(b)
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Other material information. The information set forth in the prospectus is incorporated by reference herein.
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Number
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Description
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(a)(1)
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Not applicable.
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(a)(2)
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Not applicable.
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(a)(3)
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Not applicable.
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(a)(4)*
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Prospectus, dated March 6, 2014 (incorporated by reference to LBG’s Registration Statement on Form F-4, filed with the Securities and Exchange Commission on March 6, 2014).
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(a)(5)**
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Press release announcing the Exchange Offer.
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(b)
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Not applicable.
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(d)(1)*
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Trust Deed dated December 1, 2009 among LBG 1, LBG 2, Lloyds Bank plc, LBG and BNY Corporate Trustee Services Limited related to, among others, the Series 1 ECNs.
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(d)(2)*
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Supplemental Trust Deed dated December 10, 2009 among LBG 1, Lloyds Bank plc, LBG and BNY Corporate Trustee Services Limited related to the Series 1 ECNs, including the Pricing Schedule relating to the Series 1 ECNs.
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(d)(3)*
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Deed Poll dated December 1, 2009, entered into by LBG related to, among others, the Series 1 ECNs.
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(d)(4)*
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Trust Deed dated December 1, 2009 among LBG 1, LBG 2, Lloyds Bank plc, LBG and BNY Corporate Trustee Services Limited related to, among others, the Series 2 ECNs, Series 3 ECNs and Series 4 ECNs under the £5,000,000,000 Enhanced Capital Note Programme.
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(d)(5)*
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Deed Poll dated December 1, 2009, entered into by LBG related to, among others, Series 2 ECNs, Series 3 ECNs and Series 4 ECNs under the £5,000,000,000 Enhanced Capital Note Programme.
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(d)(6)*
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Final Terms dated December 14, 2009 in respect of the Series 2 ECNs.
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(d)(7)*
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Final Terms dated December 16, 2009 in respect of the Series 3 ECNs.
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(d)(8)*
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Final Terms dated March 17, 2010 in respect of the Series 4 ECNs.
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(g)
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Not applicable.
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(h)
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Not applicable.
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*
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Incorporated by reference to LBG’s Registration Statement on Form F-4 filed with the Commission on March 6, 2014.
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**
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Incorporated by reference to Schedule TO filed with the Commission on March 6, 2014.
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LLOYDS BANKING GROUP PLC
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By:
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/s/ Andrei Magasiner
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Name: Andrei Magasiner
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Title: Authorised Attorney
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