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Lloyds Banking Group PLC Capital/Financing Update 2017
4691_rns_2017-01-23_818f6d38-f7e6-492b-aacb-e97ef31a1808.pdf
Capital/Financing Update
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EXECUTION VERSION
Final Terms dated 12 January 2017
Lloyds Bank plc
Issue of U.S.$260,000,000 Zero Coupon Callable Notes due 2047
under the Global Medium Term Note Programme
PART A — CONTRACTUAL TERMS
These Final Terms constitute Issue Terms for the purposes of the Base General Conditions. Terms used herein shall be deemed to be defined as such for the purposes of the Base Conditions set forth in the Prospectus dated 17 May 2016 and the supplemental prospectuses dated 29 July 2016 and 26 October 2016 which together constitute a base prospectus for the purposes of the Prospectus Directive. This document constitutes the final terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus as so supplemented. The Prospectus and the supplemental prospectuses are available for viewing at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and copies may be obtained from Lloyds Bank plc, 25 Gresham Street, London EC2V 7HN.
The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
- Issuer: Lloyds Bank plc
- Series Number: WMTN0242
- Specified Currency: United States Dollars (“U.S.$”)
- Aggregate Nominal Amount: U.S.$260,000,000
- Issue Price: 100 per cent. of the Aggregate Nominal Amount
- (i) Specified Denominations: U.S.$1,000,000
(ii) Calculation Amount: U.S.$1,000,000 - (i) Issue Date: 24 January 2017
(ii) Trade Date: 6 January 2017 - Maturity Date: 24 January 2047
- Business Day Convention: Following Business Day Convention (Unadjusted)
- Business Centre(s): London, New York and Taipei
- Calculation Agent: Citibank, N.A., London Branch
- Waiver of Set-off: Not Applicable
- Alternative Currency Equivalent: Not Applicable
- Synthetic Currency Asset Conditions: Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
- Fixed Rate Note Provisions: Not Applicable
- Floating Rate Note Provisions: Not Applicable
- Zero Coupon Note Provisions: Applicable
(i) Amortisation Yield: 4.300 per cent. per annum
(ii) Amortisation Yield compounding basis Compounded annually
(iii) Day Count Fraction: 30/360
18 Index Linked Interest Provisions Not Applicable
19 Inflation Linked Interest Provisions Not Applicable
20 Currency Linked Interest Provisions Not Applicable
21 Commodity Linked Interest Provisions Not Applicable
22 Rate Linked Interest Provisions Not Applicable
23 Multi-Asset Basket Linked Interest Provisions Not Applicable
24 Structured Floating Rate Coupon Not Applicable
25 Inverse Floating Rate Coupon Not Applicable
26 Fixed Rate Step-Up/Step-Down Coupon Not Applicable
27 Fixed to Floating Coupon Not Applicable
28 Floating to Fixed Coupon Not Applicable
29 Fixed to Floating Switchable Coupon Not Applicable
30 Floating to Fixed Switchable Coupon Not Applicable
31 Fixed Rate Range Accrual Coupon Not Applicable
32 Floating Rate Range Accrual Coupon Not Applicable
33 Fixed Rate Dual Range Accrual Coupon Not Applicable
34 Floating Rate Dual Range Accrual Coupon Not Applicable
35 Digital Coupon Not Applicable
36 Inflation-Linked Coupon Not Applicable
37 Inflation Protected Coupon Not Applicable
38 Performance Coupon Not Applicable
39 Annualised Performance Coupon Not Applicable
PROVISIONS RELATING TO REDEMPTION
40 Put/Call Options Call Option
41 Call Option Applicable
(i) Optional Redemption Date(s): On 24 January every year from, and including, 24 January 2023 to, and including 24 January 2046, subject, in each case to adjustment in accordance with the Following Business Day Convention
(ii) Optional Redemption Amount(s): The Optional Redemption Amount expressed as a percentage of the Aggregate Nominal Amount (column 2) and as an amount in USD per Specified Denomination (column 3) is set out below alongside the applicable Optional Redemption Date (column 1)
| Optional Redemption Date (1) | Optional Redemption Price (2) | Redemption in USD per Specified Denomination (3) |
|---|---|---|
| 24 January 2023 | 128.73773104% | 1,287,377.31 |
| 24 January 2024 | 134.27345347% | 1,342,734.53 |
|---|---|---|
| 24 January 2025 | 140.04721197% | 1,400,472.12 |
| 24 January 2026 | 146.06924209% | 1,460,692.42 |
| 24 January 2027 | 152.35021950% | 1,523,502.19 |
| 24 January 2028 | 158.90127894% | 1,589,012.79 |
| 24 January 2029 | 165.73403393% | 1,657,340.34 |
| 24 January 2030 | 172.86059739% | 1,728,605.97 |
| 24 January 2031 | 180.29360308% | 1,802,936.03 |
| 24 January 2032 | 188.04622801% | 1,880,462.28 |
| 24 January 2033 | 196.13221581% | 1,961,322.16 |
| 24 January 2034 | 204.56590109% | 2,045,659.01 |
| 24 January 2035 | 213.36223484% | 2,133,622.35 |
| 24 January 2036 | 222.53681094% | 2,225,368.11 |
| 24 January 2037 | 232.10589381% | 2,321,058.94 |
| 24 January 2038 | 242.08644724% | 2,420,864.47 |
| 24 January 2039 | 252.49616447% | 2,524,961.64 |
| 24 January 2040 | 263.35349955% | 2,633,535.00 |
| 24 January 2041 | 274.67770003% | 2,746,777.00 |
| 24 January 2042 | 286.48884113% | 2,864,888.41 |
| 24 January 2043 | 298.80786130% | 2,988,078.61 |
| 24 January 2044 | 311.65659933% | 3,116,565.99 |
| 24 January 2045 | 325.05783310% | 3,250,578.33 |
| 24 January 2046 | 339.03531993% | 3,390,353.20 |
(iii) If redeemable in part: Not Applicable
(iv) Call Option Business Centre(s): London, New York and Taipei
(v) Notice period: Not less than five (5) business days
42 Put Option: Not Applicable
43 Target Auto Redemption: Not Applicable
44 Autocall: Not Applicable
45 Final Redemption Amount: U.S.$3,536,138.39 per Calculation Amount
46 Early Redemption Amount
Early Redemption Amount(s): Amortised Face Amount in accordance with Condition 7(b)(i) of the Base General Conditions
47 Unwind Costs: Applicable
48 Expenses: Not Applicable
49 Index Linked Redemption Provisions: Not Applicable
50 Inflation Protected Redemption Provisions: Not Applicable
51 Currency Linked Redemption Provisions: Not Applicable
52 Commodity Linked Redemption Provisions Not Applicable
53 Rate Linked Redemption Provisions Not Applicable
54 Multi-Asset Basket Linked Redemption Provisions Not Applicable
55 Performance Redemption Not Applicable
56 Performance Plus Downside Redemption Not Applicable
57 Performance Plus Conditional Downside Redemption Not Applicable
58 Absolute Performance Redemption Not Applicable
59 Reverse Convertible Redemption Not Applicable
60 Reverse Convertible Plus Conditional Downside Redemption Not Applicable
61 Inflation Protected Redemption Not Applicable
62 Dual Currency Redemption Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
63 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
64 New Global Note No
65 Additional Disruption Events Not Applicable
66 Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature) Not Applicable
67 Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made Not Applicable
DISTRIBUTION
68 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
5
6
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 both (i) 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 24 January 2017, and (ii) the Taipei Exchange in the Republic of China (“TPEx”) for the listing and trading of the Notes on the TPEx. TPEx is not responsible for the content of this document and the Prospectus and any supplement or amendment thereto and no representation is made by TPEx to the accuracy or completeness of this document and the Prospectus and any supplement or amendment thereto. TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this document and the Prospectus and any supplement or amendment thereto. Admission to the listing and trading of the Notes on the TPEx shall not be taken as an indication of the merits of the Issuer or the Notes. The Notes will be traded on the TPEx pursuant to the applicable rules of the TPEx. Effective date of listing of the Notes on the TPEx is on or about 24 January 2017.
(ii) Estimate of total expenses related to admission to trading: GBP 3,600 + VAT in relation to admission to trading of the Notes on the regulated market of the London Stock Exchange and NTD 15,000 in relation to the listing and trading of the Notes on the TPEx.
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: General corporate purposes
(ii) Estimated net proceeds: U.S.$260,000,000
(iii) Estimated total expenses: Not Applicable
5 OPERATIONAL INFORMATION
ISIN Code: XS1549578554
Common Code: 154957855
| Swiss Securities Number
(Valorennummer): | Not Applicable |
| --- | --- |
| WKN Number (Wertpapierkennnummer): | Not Applicable |
| Any clearing system(s) other than
Euroclear Bank SA/NV 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 |
| INDEX DISCLAIMER | Not Applicable |