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Lloyds Banking Group PLC — Capital/Financing Update 2015
Nov 24, 2015
4691_rns_2015-11-24_8226dab1-0c34-4a7f-a9ca-8f72b9b71214.pdf
Capital/Financing Update
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Final Terms dated 20 November 2015
Lloyds Bank plc
Issue of USD 25,000,000 Callable Dual Range Accrual Notes due November 2025 under the Global Medium Term Note Programme
PART A — CONTRACTUAL TERMS
These Final Terms constitute Issue Terms for the purposes of the Base General Conditions. Terms used herein shall be deemed to be defined as such for the purposes of the Base Conditions set forth in the Prospectus dated 9 April 2015 and the supplemental prospectuses dated 11 May 2015, 12 August 2015 and 5 November 2015 which together constitute a base prospectus for the purposes of the Prospectus Directive. This document constitutes the final terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus as so supplemented. The Prospectus and the supplemental prospectuses are available for viewing at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and copies may be obtained from Lloyds Bank plc, 25 Gresham Street, London EC2V 7HN.
The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the 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.
- Issuer: Lloyds Bank plc
- (i) Series Number: WMTN0209
(ii) Tranche Number: 1 - Specified Currency: United States Dollar (“USD”)
- Aggregate Nominal Amount
(i) Series: USD 25,000,000
(ii) Tranche: USD 25,000,000 - Issue Price: 100 per cent. of the Aggregate Nominal Amount
- (i) Specified Denominations: USD 1,000,000
(ii) Calculation Amount: USD 1,000,000 - (i) Issue Date: 25 November 2015
(ii) Trade Date: 4 November 2015 - Maturity Date: 25 November 2025
- Business Day Convention: Modified Following Business Day Convention (Unadjusted)
- Business Centre(s): New York and London
- Calculation Agent: Société Générale
- Alternative Currency Equivalent: Not Applicable
- Synthetic Currency Asset Conditions: Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
- Fixed Rate Note Provisions: Not Applicable
2
15 Floating Rate Note Provisions Not Applicable
16 Zero Coupon Note Provisions Not Applicable
17 Index Linked Interest Provisions Not Applicable
18 Inflation Linked Interest Provisions Not Applicable
19 Currency Linked Interest Provisions Not Applicable
20 Commodity Linked Interest Provisions Not Applicable
21 Rate Linked Interest Provisions Applicable
(i) Range Accrual Reference Item: 1
(ii) Payment Date Extension: Not Applicable
(iii) Underlying Rate(s):
(a) Underlying Rate 1:
(I) Underlying Rate: USD CMS Rate
(II) Weight: Not Applicable
(III) Underlying Rate Jurisdiction: New York City
(IV) ISDA Determination: Not Applicable
(V) Screen Rate Determination: Not Applicable
(VI) CMS Rate Determination: Not Applicable
(VII) Rates Variance Determination: Applicable
Underlying Rate₁:
(A) ISDA Determination: Not Applicable
(B) Screen Rate Determination: Not Applicable
(C) CMS Rate Determination: Applicable
-CMS Currency: USD
-CMS Designated Maturity: 10 years
-CMS Screen Page: Reuters Screen “ISDAFIX1” Page
-CMS Reference Time: 11.00 a.m. (New York City time)
-CMS Determination Date: Each Range Accrual Observation Date as stated in Coupon Payout Condition 10.1
-CMS Business Centre(s): U.S. Government Securities Business Day
-CMS Reference Banks Number: Five (5)
-CMS Relevant Interbank Market: New York City
Underlying Rate₂:
(A) ISDA Determination: Not Applicable
(B) Screen Rate Determination: Not Applicable
(C) CMS Rate Determination: Applicable
-CMS Currency: USD
-CMS Designated 2 years
3
Maturity:
- CMS Screen Page: Reuters Screen “ISDAFIX1” Page
- CMS Reference Time: 11.00 a.m. (New York City time)
- CMS Determination Date: Each Range Accrual Observation Date as stated in Coupon Payout Condition 10.1
- CMS Business Centre(s): U.S. Government Securities Business Day
- CMS Reference Banks Number: Five (5)
- CMS Relevant Interbank Market: New York City
(b) Underlying Rate 2: Not Applicable
(iv) Underlying Rate Basket Level: Not Applicable
(v) Initial Setting Date: Not Applicable
(vi) Initial Averaging Dates: Not Applicable
(vii) Valuation Dates/Averaging Dates: Not Applicable
(viii) Observation Dates: In addition to the dates in Rate Linked Asset Condition 5.7, each Range Accrual Observation Date as stated in Coupon Payout Condition 10.1 (Definitions)
(ix) Valuation Time: As stated in the Rate Linked Asset Condition 5.7 (Definitions)
(x) Look-Back Provisions: Not Applicable
(xi) Range Accrual Reference Item: 2
(xii) Payment Date Extension: Not Applicable
(xiii) Underlying Rate(s):
(c) Underlying Rate 1:
(I) Underlying Rate: USD CMS Rate
(II) Weight: Not Applicable
(III) Underlying Rate Jurisdiction: New York City
(IV) ISDA Determination: Not Applicable
(V) Screen Rate Determination: Not Applicable
(VI) CMS Rate Determination: Applicable
- CMS Currency: USD
- CMS Designated Maturity: 10 years
- CMS Screen Page: Reuters Screen “ISDAFIX1” Page
- CMS Reference Time: 11.00 a.m. (New York City time)
- CMS Determination Date: Each Range Accrual Observation Date as stated in Coupon Payout Condition 10.1
- CMS Business Centre(s): U.S. Government Securities Business Day
- CMS Reference Banks Number: Five (5)
- CMS Relevant Interbank Market: New York City
| (VII) Rates Variance Determination: | Not Applicable | |
|---|---|---|
| (d) Underlying Rate 2: | Not Applicable | |
| (xiv) Underlying Rate Basket Level: | Not Applicable | |
| (xv) Initial Settling Date: | Not Applicable | |
| (xvi) Initial Averaging Dates: | Not Applicable | |
| (xvii) Valuation Dates/Averaging Dates: | Not Applicable | |
| (xviii) Observation Dates: | In addition to the dates in Rate Linked Asset Condition 5.7, each Range Accrual Observation Date as stated in Coupon Payout Condition 10.1 (Definitions) | |
| (xix) Valuation Time: | As stated in the Rate Linked Asset Condition 5.7 (Definitions) | |
| (xx) Look-Back Provisions: | Not Applicable | |
| 22 | Multi-Asset Basket Linked Interest Provisions | Not Applicable |
| 23 | Structured Floating Rate Coupon | Not Applicable |
| 24 | Inverse Floating Rate Coupon | Not Applicable |
| 25 | Fixed Rate Step-Up/Step-Down Coupon | Not Applicable |
| 26 | Fixed to Floating Coupon | Not Applicable |
| 27 | Floating to Fixed Coupon | Not Applicable |
| 28 | Fixed to Floating Switchable Coupon | Not Applicable |
| 29 | Floating to Fixed Switchable Coupon | Not Applicable |
| 30 | Fixed Rate Range Accrual Coupon | Not Applicable |
| 31 | Floating Rate Range Accrual Coupon | Not Applicable |
| 32 | Fixed Rate Dual Range Accrual Coupon | Applicable |
| (i) Interest Commencement Date: | 25 November 2015 | |
| (ii) Interest Period Date(s): | Each Interest Payment Date | |
| (iii) Interest Payment Date(s): | 25 February, 25 May, 25August and 25 November in each year, from and including 25 February 2016 up to and including the Maturity Date. | |
| (iv) Initial Fixed Rate Period Start Date: | Not Applicable | |
| (v) Initial Fixed Rate Period End Date: | Not Applicable | |
| (vi) Initial Fixed Rate of Interest: | Interest Accrual Period Initial Fixed Rate of Interest | |
| Not Applicable | ||
| Not Applicable | ||
| (vii) Range Accrual Fixed Rate of Interest: | Interest Accrual Period Range Accrual Fixed Rate of Interest | |
| All Interest Accrual 4.5 per cent. per annum | ||
| Periods falling in the | ||
| Period from and | ||
| including the Issue | ||
| Date to but excluding | ||
| the Maturity Date | ||
| (viii) Range Accrual Observation Period: | Each Range Accrual Fixed Rate Interest Accrual Period | |
| (ix) Range Accrual Observation Dates: | Each calendar day in each Range Accrual Observation Period | |
| (x) Range Accrual Observation Period Cut- | Five (5) U.S. Government Securities Business Days prior to |
Off Date: the relevant Interest Payment Date
(xi) Range Accrual Observation Time: 11.00 a.m. (New York time)
(xii) Range Accrual Reference Item₁: The Underlying Rate as specified in paragraph 21 above.
(xiii) Range Accrual Reference Item₂: The Underlying Rate as specified in paragraph 21 above.
(xiv) Range Accrual Barrier Provisions:
| Range Accrual Barrier Period: | Lower Barrier₁: | Upper Barrier₁: | Lower Barrier₂: | Upper Barrier₂: |
| --- | --- | --- | --- | --- |
| All Interest Accrual Periods falling in the period from and including the Issue Date to but excluding 25 November 2016 | 0.00 per cent. | Not Applicable | 0.00 per cent. | 4.00 per cent. |
| All Interest Accrual Periods falling in the period from and including the 25 November 2016 to but excluding 25 November 2017 | 0.00 per cent. | Not Applicable | 0.00 per cent. | 4.25 per cent. |
| All Interest Accrual Periods falling in the period from and including the 25 November 2017 to but excluding 25 November 2018 | 0.00 per cent. | Not Applicable | 0.00 per cent. | 4.50 per cent. |
| All Interest Accrual Periods falling in the period from and including the 25 November 2018 to but excluding 25 November 2019 | 0.00 per cent. | Not Applicable | 0.00 per cent. | 4.75 per cent. |
| All Interest Accrual Periods falling in the period from and including the 25 November 2019 to but excluding 25 November 2020 | 0.00 per cent. | Not Applicable | 0.00 per cent. | 5.00 per cent. |
| All Interest Accrual Periods falling in the period from and including the 25 November 2020 to but excluding 25 | 0.00 per cent. | Not Applicable | 0.00 per cent. | 5.50 per cent. |
November 2022
All Interest Accrual 0.00 per cent. Not Applicable 0.00 per cent.
Periods falling in the period from and including the 25 November 2022 to but excluding 25 November 2025
(xv) Lower Barrier Criterion₁: Excess/Equal
(xvi) Upper Barrier Criterion₁: Not Applicable
(xvii) Lower Barrier Criterion₂: Excess/Equal
(xviii) Upper Barrier Criterion₂: Less/Equal
(xix) Range Accrual Common Scheduled Trading Days: Not Applicable
(xx) Range Accrual Individual Disrupted Days: Not Applicable
(xxi) Range Accrual Common Disrupted Days: Not Applicable
(xxii) Business Day Convention: Modified Following Business Day Convention (unadjusted)
(xxiii) Day Count Fraction: 30/360
(xxiv) Snowball Interest Amount: Not Applicable
33 Floating Rate Dual Range Accrual Coupon Not Applicable
34 Digital Coupon Not Applicable
35 Inflation-Linked Coupon Not Applicable
36 Inflation Protected Coupon Not Applicable
37 Performance Coupon Not Applicable
38 Annualised Performance Coupon Not Applicable
PROVISIONS RELATING TO REDEMPTION
39 Put/Call Options Call Option
40 Call Option Applicable
(i) Optional Redemption Date(s): 25 February, 25 May, 25 August and 25 November from and including 25 November 2016 up to and including 25 August 2025
(ii) Optional Redemption Amount(s): USD 1,000,000 per Calculation Amount
(iii) If redeemable in part:
(a) Minimum Redemption Amount: Not Applicable
(b) Maximum Redemption Amount: Not Applicable
(iv) Call Option Business Centre(s): London and New York
(v) Notice period: Five (5) New York and London Business Days
41 Put Option Not Applicable
42 Target Auto Redemption Not Applicable
43 Autocall Not Applicable
44 Final Redemption Amount USD 1,000,000 per Calculation Amount
45 Early Redemption Amount
Early Redemption Amount(s): Par
46 Unwind Costs: Applicable
47 Expenses Not Applicable
48 Index Linked Redemption Provisions Not Applicable
49 Inflation Protected Redemption Provisions Not Applicable
50 Currency Linked Redemption Provisions Not Applicable
51 Commodity Linked Redemption Provisions Not Applicable
52 Rate Linked Redemption Provisions Not Applicable
53 Multi-Asset Basket Linked Redemption Provisions Not Applicable
54 Performance Redemption Not Applicable
55 Performance Plus Downside Redemption Not Applicable
56 Performance Plus Conditional Downside Redemption Not Applicable
57 Absolute Performance Redemption Not Applicable
58 Reverse Convertible Redemption Not Applicable
59 Reverse Convertible Plus Conditional Downside Redemption Not Applicable
60 Inflation Protected Redemption Not Applicable
61 Dual Currency Redemption Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
62 Form of Notes Bearer Notes - Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note
63 New Global Note No
64 Additional Disruption Events Not Applicable
65 Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature) Applicable
66 Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made Not Applicable
DISTRIBUTION
67 U.S. Selling Restrictions Reg S Category 2; TEFRA D
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required for issue and admission to trading of the Notes described herein pursuant to the Global Medium Term Note Programme of Lloyds Bank plc and Lloyds Banking Group plc.
Signed on behalf of the Issuer:
By: 
Duly authorised
9
PART B — OTHER INFORMATION
1 LISTING AND ADMISSION TO TRADING
(i) Listing and admission to trading: Application is expected to be made by the Issuer (or on its behalf) for the Notes to be listed on the Official List of the UK Listing Authority and to be admitted to trading on the regulated market of the London Stock Exchange with effect from Issue Date.
(ii) Estimate of total expenses related to admission to trading: GBP 300 + VAT
2 RATING
Ratings: The Notes to be issued have not been rated.
3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
“Save as discussed in “Selling Restrictions”, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.”
4 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer: Please refer to the section titled “Use of Proceeds” in the Prospectus
(ii) Estimated net proceeds: Not Applicable
(iii) Estimated total expenses: Not Applicable
5 HISTORIC INTEREST RATES
Details of historic USD CMS Rates can be obtained from Reuters
6 OPERATIONAL INFORMATION
ISIN Code: XS1319739188
Common Code: 131973918
Swiss Securities Number Not Applicable
(Valorennummer):
WKN Number (Wertpapierkennnummer): Not Applicable
Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): Not Applicable
Delivery: Delivery against payment
Names and addresses of additional Paying Agent(s) (if any): Not Applicable
7 INDEX DISCLAIMER
Not Applicable
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