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Lloyds Banking Group PLC Capital/Financing Update 2018
4691_rns_2018-06-22_05f0a7db-1de5-4e3a-8830-f4c9f2237da7.pdf
Capital/Financing Update
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MIFID II product governance / Professional investors and ECPs only target market: Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Final Terms dated 21 June 2018
Lloyds Bank plc
Issue of USD 30,000,000 Callable Zero Coupon Notes due June 2048 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 April 2018 and the supplemental prospectus dated 26 April 2018 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 Bank 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 prospectus 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 (the "Bank")
- (i) Series Number: WMTN0259
(ii) Tranche Number: 1
3 Specified Currency
United States Dollars (“USD”)
4 Aggregate Nominal Amount
(i) Series: USD 30,000,000
(ii) Tranche: USD 30,000,000
5 Issue Price
100.00 per cent. of the Aggregate Nominal Amount
6 (i) Specified Denominations: USD 200,000
(ii) Calculation Amount: USD 200,000
7 (i) Issue Date: 25 June 2018
(ii) Trade Date: 11 June 2018
8 Maturity Date
25 June 2048
9 Business Day Convention
Modified Following Business Day Convention (Unadjusted)
10 Business Centre(s)
London, Frankfurt and New York
11 Calculation Agent
Citibank, N.A., London Branch
12 Alternative Currency Equivalent
Not Applicable
13 Synthetic Currency Asset Conditions
Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions
Not Applicable
15 Floating Rate Note Provisions
Not Applicable
16 Zero Coupon Note Provisions
Applicable
(i) Amortisation Yield: 5.09 per cent. per annum
(ii) Amortisation Yield compounding basis: Compounded annually
(iii) Day Count Fraction: 30/360
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
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 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): See table below
(ii) Optional Redemption Amount(s): See table below
(iii) If redeemable in part:
(a) Minimum Redemption Amount: Not Applicable
(b) Maximum Redemption Amount: Not Applicable
(iv) Call Option Business Centre(s): London, Frankfurt and New York
(v) Notice period: At least five (5) London, Frankfurt and New York Business Days prior to the relevant Optional Redemption Date
| Optional Redemption Date | Optional Redemption Amount (per Calculation Amount) (in USD) |
|---|---|
| 25 June 2023 | 256,352.15 |
| 25 June 2024 | 269,400.47 |
|---|---|
| 25 June 2025 | 283,112.95 |
| 25 June 2026 | 297,523.40 |
| 25 June 2027 | 312,667.34 |
| 25 June 2028 | 328,582.11 |
| 25 June 2029 | 345,306.94 |
| 25 June 2030 | 362,883.06 |
| 25 June 2031 | 381,353.81 |
| 25 June 2032 | 400,764.72 |
| 25 June 2033 | 421,163.65 |
| 25 June 2034 | 442,600.88 |
| 25 June 2035 | 465,129.26 |
| 25 June 2036 | 488,804.34 |
| 25 June 2037 | 513,684.48 |
| 25 June 2038 | 539,831.02 |
| 25 June 2039 | 567,308.42 |
| 25 June 2040 | 596,184.42 |
| 25 June 2041 | 626,530.20 |
| 25June 2042 | 658,420.59 |
| 25 June 2043 | 691,934.20 |
| 25 June 2044 | 727,153.65 |
| 25 June 2045 | 764,165.77 |
| 25 June 2046 | 803,061.81 |
| 25 June 2047 | 843,937.65 |
41 Put Option Not Applicable
42 Target Auto Redemption Not Applicable
43 Autocall Not Applicable
44 Final Redemption Amount USD 886,894.08 per Calculation Amount
45 Early Redemption Amount Amortised Face Amount in accordance with Condition 7(b)(i) of the Base General Conditions
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 Yes
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) Not 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.
Signed on behalf of the Bank:
By: 
Duly authorised
7
PART B — OTHER INFORMATION
1 LISTING AND ADMISSION TO TRADING
(i) Listing and admission to trading: Application is expected to be made by the Bank (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 the Issue Date.
(ii) Estimate of total expenses related to admission to trading: GBP 375 + 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 Bank 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 Base Prospectus
(ii) Estimated net proceeds: Not Applicable
(iii) Estimated total expenses: Not Applicable
5 OPERATIONAL INFORMATION
ISIN: XS1839540678
Common Code: 183954067
CFI: Not Applicable
FISN: Not Applicable
Swiss Securities Number (Valorenummer): Not Applicable
WKN Number (Wertpapierkennnummer): A1919A
Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, S.A. and the relevant identification number(s): Not Applicable
Delivery: Delivery against payment
Names and addresses of additional Paying Agent(s) (if any): Not Applicable
Intended to be held in a manner which: Yes. Note that the designation “yes” simply
8
would allow Eurosystem eligibility:
means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
6
ADDITIONAL US FEDERAL INCOME TAX CONSIDERATIONS
The Notes are not Specified ELIs for purposes of Section 871(m) of the U.S. Internal Revenue Code of 1986.
7
INDEX DISCLAIMER
Not Applicable