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Lloyds Banking Group PLC Capital/Financing Update 2018
4691_rns_2018-09-13_d3611334-6aa7-4742-b575-4fbc05edf69e.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" (“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 (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 12 September 2018
Lloyds Bank plc
Issue of USD 20,000,000 Callable Zero Coupon Notes due 14 September 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 prospectuses dated 26 April 2018 and 1 August 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 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 (the “Bank”)
- (i) Series Number: WMTN0276
(ii) Tranche Number: 1 - Specified Currency: United States Dollars (“USD”)
- Aggregate Nominal Amount
(i) Series: USD 20,000,000
(ii) Tranche: USD 20,000,000
5 Issue Price 100.00 per cent. of the Aggregate Nominal Amount
6 (i) Specified Denominations: USD 1,000,000
(ii) Calculation Amount: USD 1,000,000
7 (i) Issue Date: 14 September 2018
(ii) Trade Date: 30 August 2018
8 Maturity Date 14 September 2048
9 Business Day Convention Following Business Day Convention (Unadjusted)
10 Business Centre(s): London 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: 5.08 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
3
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 and New York
(v) Notice period: At least five (5) London and New York Business Days prior to the relevant Optional Redemption Date
| Optional Redemption Date | Optional Redemption Amount (per Aggregate Nominal Amount) (in USD) | Optional Redemption Amount (per Calculation Amount) (in USD) |
|---|---|---|
| 14 September 2021 | 23,205,460.33 | 1,160,273.0165 |
| 14 September 2022 | 24,384,297.72 | 1,219,214.8860 |
| 14 September 2023 | 25,623,020.04 | 1,281,151.0020 |
| 14 September 2024 | 26,924,669.46 | 1,346,233.4730 |
| 14 September 2025 | 28,292,442.67 | 1,414,622.1335 |
| 14 September 2026 | 29,729,698.75 | 1,486,484.9375 |
| 14 September 2027 | 31,239,967.45 | 1,561,998.3725 |
| 14 September 2028 | 32,826,957.80 | 1,641,347.8900 |
| 14 September 2029 | 34,494,567.25 | 1,724,728.3625 |
| 14 September 2030 | 36,246,891.27 | 1,812,344.5635 |
| 14 September 2031 | 38,088,233.34 | 1,904,411.6670 |
| 14 September 2032 | 40,023,115.60 | 2,001,155.7800 |
| 14 September 2033 | 42,056,289.87 | 2,102,814.4935 |
| 14 September 2034 | 44,192,749.40 | 2,209,637.4700 |
| 14 September 2035 | 46,437,741.07 | 2,321,887.0535 |
| 14 September 2036 | 48,796,778.31 | 2,439,838.9155 |
| 14 September 2037 | 51,275,654.65 | 2,563,782.7325 |
| 14 September 2038 | 53,880,457.91 | 2,694,022.8955 |
| 14 September 2039 | 56,617,585.17 | 2,830,879.2585 |
| 14 September 2040 | 59,493,758.49 | 2,974,687.9245 |
| 14 September 2041 | 62,516,041.43 | 3,125,802.0715 |
| 14 September 2042 | 65,691,856.33 | 3,284,592.8165 |
| 14 September 2043 | 69,029,002.63 | 3,451,450.1315 |
| 14 September 2044 | 72,535,675.97 | 3,626,783.7985 |
| 14 September 2045 | 76,220,488.30 | 3,811,024.4150 |
| 14 September 2046 | 80,092,489.11 | 4,004,624.4555 |
| 14 September 2047 | 84,161,187.56 | 4,208,059.3780 |
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| 41 | Put Option | Not Applicable |
|---|---|---|
| 42 | Target Auto Redemption | Not Applicable |
| 43 | Autocall | Not Applicable |
| 44 | Final Redemption Amount | USD 4,421,828.7945 per Calculation Amount, which is USD 88,436,575.89 per Aggregate Nominal 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 |
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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)
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 Global Medium Term Note Programme of Lloyds Bank plc.
Signed on behalf of the Bank:
By: 
Duly authorised
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 RATINGS
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 Code: XS1877175825
Common Code: 187717582
CFI: Not Applicable
FISN: Not Applicable
Swiss Securities Number (Valorennummer): Not Applicable
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
Relevant Benchmark[s]: Not Applicable
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
7
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