SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

SCHEDULE TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

LLOYDS BANKING GROUP PLC

     LBG CAPITAL NO. 1 PLC

LBG CAPITAL NO. 2 PLC

(Names of Subject Companies (Issuers))

LLOYDS BANKING GROUP PLC

(Name of Filing Person (Offeror))

LBG Capital No. 1 plc 7.875% Dated Enhanced Capital Notes due 2020 (ISIN XS0459093521 and XS0459093794)

LBG Capital No. 2 plc 7.875% Dated Enhanced Capital Notes due 2020 (ISIN XS0496068429)

LBG Capital No. 1 plc 8.00% Fixed-to-Floating Rate Undated Enhanced Capital Notes (ISIN XS0473106283 and XS0471767276)

LBG Capital No. 1 plc 8.50% Fixed-to-Floating Rate Undated Enhanced Capital Notes (ISIN XS0473103348 and XS0471770817)

(Title and CUSIP No. of Class of Securities)

Lloyds Banking Group plc

25 Gresham Street

London EC2V 7HN

United Kingdom

011-44-207-626-1500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

Copies to:

John W. Banes

Davis Polk & Wardwell London LLP

99 Gresham Street

London EC2V 7NG

United Kingdom

Tel. No.: 011-44-207-418-1300

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$1,669,481,330(1)	$215,029.19(2)

(1) 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.

(2) 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.

x 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.

Amount Previously Paid:	$215,029.19	Filing Party:	Lloyds Banking Group plc
Form or Registration No.:	Schedule TO-I	Date Filed:	March 6, 2014

 Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

 going-private transaction subject to Rule 13e-3.

 amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

INTRODUCTORY STATEMENT

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the tender offer statement on Schedule TO filed on March 6, 2014 (the “Original Schedule TO”), as amended by the Amendment No. 1 to the Original Schedule TO filed on March 27, 2014 (the “Amendment No. 1” and, together with the Original Schedule TO and the Amendment No. 1, the “Schedule TO”), each filed pursuant to Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the following transactions (the “Exchange Offer”) by LBG Capital No. 1 plc (“LBG 1”) and LBG Capital No. 2 plc (“LBG 2” and, together with LBG 1, the “Offerors”), each an indirect wholly owned subsidiary of Lloyds Banking Group plc (“LBG”):

·   LBG 1’s offer to exchange, on the terms and conditions described in the prospectus dated April 2, 2014 (the “prospectus”), a copy of which is attached hereto as Exhibit (a)(4), Fixed Rate Reset Additional Tier 1 Securities (the “Additional Tier 1 Securities”) issued by LBG, plus accrued and unpaid interest in cash, plus (if applicable) cash amounts in lieu of any fractional Additional Tier 1 Securities, for (1) 7.875% Dated Enhanced Capital Notes due 2020, issued by LBG 1 and fully and unconditionally guaranteed by LBG (the “Series 1 ECNs”), (2) 8.00% Fixed-to-Floating Rate Undated Enhanced Capital Notes, issued by LBG 1 and fully and unconditionally guaranteed by LBG (the “Series 2 ECNs”) and (3) 8.50% Fixed-to-Floating Rate Undated Enhanced Capital Notes, issued by LBG 1 and fully and unconditionally guaranteed by LBG (the “Series 3 ECNs”).

·   LBG 2’s offer to exchange, on the terms and conditions described in theprospectus, Additional Tier 1 Securities, plus accrued and unpaid interest in cash, plus (if applicable) cash amounts in lieu of any fractional Additional Tier 1 Securities, for 7.875% Dated Enhanced Capital Notes due 2020, issued by LBG 2 and fully and unconditionally guaranteed by Lloyds Bank plc (the “Series 4 ECNs” and, collectively with the Series 1 ECNs, the Series 2 ECNs and the Series 3 ECNs, the “ECNs”).

Capitalized terms used herein and not defined otherwise defined have the respective meanings assigned to such terms in the Original Schedule TO, Amendment No. 1 and the prospectus, as applicable. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Original Schedule TO or Amendment No. 1.

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

On April 3, 2014, LBG issued a press release announcing the final results of the Exchange Offer, which expired at 11:59 p.m. (New York City time) on Wednesday, April 2, 2014. The aggregate principal amount of each series of ECNs validly tendered and accepted for exchange is set out below:

Exchange Priority	Offeror	Enhanced Capital Notes	ISIN	Exchange Consideration(1)	Principal Amount Outstanding	Principal Amount Accepted in Exchange Offer	Principal Amount Outstanding Following Exchange Offer
1	LBG Capital No. 1 plc	LBG Capital No. 1 plc 7.875% Dated Enhanced Capital Notes due November 1, 2020	XS0459093521 XS0459093794	$1,060.00 principal amount of Additional Tier 1 Securities	$985,636,000	$916,242,000	$69,394,000
2	LBG Capital No. 2 plc	LBG Capital No. 2 plc 7.875% Dated Enhanced Capital Notes due March 19, 2020	XS0496068429	$1,062.50 principal amount of Additional Tier 1 Securities	$407,578,000	$78,625,000	$328,953,000
3	LBG Capital No. 1 plc	LBG Capital No. 1 plc 8.00% Fixed-to-Floating Rate Undated Enhanced Capital Notes	XS0473106283 XS0471767276	$1,057.50 principal amount of Additional Tier 1 Securities	$1,258,631,000	$601,820,000	$656,811,000
4	LBG Capital No. 1 plc	LBG Capital No. 1 plc 8.50% Fixed-to-Floating Rate Undated Enhanced Capital Notes	XS0473103348 XS0471770817	$1,060.00 principal amount of Additional Tier 1 Securities	$276,658,000	$0	$276,658,000

(1) Principal amount of Additional Tier 1 Securities to be issued in exchange for each $1,000 of ECNs.

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Additional  Tier 1 Securities	ISIN	Currency	New Issue Price	Initial Coupon	Reset Coupon	Conversion Price	First Call Date	Aggregate Principal Amount Issued
Fixed Rate Reset Additional Tier 1 Securities	US539439AG42	USD	100%	7.5%	5-year MS+4.76%	$1.072	June 27, 2024	$1,675,000,000

The Minimum New Issue Size condition has been satisfied. The Offerors have accepted for exchange all validly tendered ECNs with Exchange Priority 1 to 2, $601,820,000 in aggregate principal amount of validly tendered ECNs with Exchange Priority 3 (which represents a proration factor of approximately 60.004%), and none of the tendered ECNs with Exchange Priority 4.

The aggregate principal amount of Additional Tier 1 Securities to be issued pursuant to the Exchange Offer is $1,675,000,000. ECNs that have not been accepted for purchase by the relevant Offeror will remain outstanding following the Exchange Offer.

A copy of the press releases are filed as exhibit (a)(5)(ii) and (a)(5)(iii) to the Schedule TO and are incorporated herein by reference.

Item 12. Exhibits.

Exhibits filed as part of this Amendment are listed below. Exhibits incorporated by reference are so indicated.

Number	Description
(a)(1)	Not applicable.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)***	Prospectus, dated April 2, 2014.
(a)(5)(i)**	Press release announcing the Exchange Offer.
(a)(5)(ii)	Press release, dated April 3, 2014.
(a)(5)(iii)	Press release, dated April 3, 2014.
(b)	Not applicable.
(d)(1)*	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.
(d)(2)*	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.
(d)(3)*	Deed Poll dated December 1, 2009, entered into by LBG related to, among others, the Series 1 ECNs.
(d)(4)*	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.
(d)(5)*	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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Number Description

(d)(6)*	Final Terms dated December 14, 2009 in respect of the Series 2 ECNs.
(d)(7)*	Final Terms dated December 16, 2009 in respect of the Series 3 ECNs.
(d)(8)*	Final Terms dated March 17, 2010 in respect of the Series 4 ECNs.
(g)	Not applicable.
(h)	Not applicable.

* Incorporated by reference to LBG’s Registration Statement on Form F-4 filed with the Commission on March 6, 2014.

** Incorporated by reference to Schedule TO-I filed with the Commission on March 6, 2014.

*** Previously filed pursuant to Rule 424 of Securities Exchange Act of 1933 with the Commission on April 2, 2014.

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SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  April 3, 2014

LLOYDS BANKING GROUP PLC
By:	/s/ E. Short
	Name:    E. Short
	Title:     Authorised Attorney

EX-99

(a)(5)(ii)

APRIL 3, 2014

LBG CAPITAL NO. 1 PLC AND LBG CAPITAL NO. 2 PLC

ANNOUNCE RESULTS OF AN EXCHANGE OFFER FOR CERTAIN

ENHANCED CAPITAL NOTES

LBG Capital No. 1 plc (“LBG 1”) and LBG Capital No. 2 plc (“LBG 2” and, together with LBG 1, “the Offerors”) today announced the final results of the previously announced offer to exchange Fixed Rate Reset Additional Tier 1 Securities (the “Additional Tier 1 Securities”) issued by Lloyds Banking Group plc (“LBG”) for certain Enhanced Capital Notes issued by the Offerors (the “ECNs”) set out in the table below (the “Exchange Offer”). The Exchange Offer was made on the terms and subject to the conditions set out in the prospectus dated April 2, 2014 (the “Prospectus”). Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Prospectus.

The Exchange Offer expired at 11:59 p.m. (New York City time) on April 2, 2014. The aggregate principal amount of each series of ECNs validly tendered and accepted for exchange is set out below:

Exchange Priority	Offeror	Enhanced Capital Notes	ISIN	Exchange Consideration(1)	Principal Amount Outstanding	Principal Amount Accepted in Exchange Offer	Principal Amount Outstanding Following Exchange Offer
1	LBG Capital No. 1 plc	LBG Capital No. 1 plc 7.875% Dated Enhanced Capital Notes due November 1, 2020	XS0459093521 XS0459093794	$1,060.00 principal amount of Additional Tier 1 Securities	$985,636,000	$916,242,000	$69,394,000
2	LBG Capital No. 2 plc	LBG Capital No. 2 plc 7.875% Dated Enhanced Capital Notes due March 19, 2020	XS0496068429	$1,062.50 principal amount of Additional Tier 1 Securities	$407,578,000	$78,625,000	$328,953,000
3	LBG Capital No. 1 plc	LBG Capital No. 1 plc 8.00% Fixed-to-Floating Rate Undated Enhanced Capital Notes	XS0473106283 XS0471767276	$1,057.50 principal amount of Additional Tier 1 Securities	$1,258,631,000	$601,820,000	$656,811,000
4	LBG Capital No. 1 plc	LBG Capital No. 1 plc 8.50% Fixed-to-Floating Rate Undated Enhanced Capital Notes	XS0473103348 XS0471770817	$1,060.00 principal amount of Additional Tier 1 Securities	$276,658,000	$0	$276,658,000

(1) Principal amount of Additional Tier 1 Securities to be issued in exchange for each $1,000 of ECNs.

Additional  Tier 1 Securities	ISIN	Currency	New Issue Price	Initial Coupon	Reset Coupon	Conversion Price	First Call Date	Aggregate Principal Amount Issued
Fixed Rate Reset Additional Tier 1 Securities	US539439AG42	USD	100%	7.5%	5-year MS+4.76%	$1.072	June 27, 2024	$1,675,000,000

The Minimum New Issue Size condition has been satisfied. The Offerors have accepted for exchange all validly tendered ECNs with Exchange Priority 1 to 2, $601,820,000 in aggregate principal amount of validly tendered ECNs with Exchange Priority 3 (which represents a proration factor of approximately 60.004%), and none of the tendered ECNs with Exchange Priority to 4.

The aggregate principal amount of Additional Tier 1 Securities to be issued pursuant to the Exchange Offer is $1,675,000,000.

Settlement of the Exchange Offer is expected to take place on or around April 7, 2014.

ECNs that have not been accepted for purchase by the relevant Offeror will remain outstanding following the Exchange Offer.

Concurrent Non-U.S. Exchange Offers

Concurrently with the Exchange Offer, LBG 1 and LBG 2 invited holders of certain of their euro and sterling denominated enhanced capital notes to exchange such securities and have invited certain eligible retail holders of their sterling denominated enhanced capital to sell such securities to LBG 1 or LBG 2 (as applicable) for cash, in each case pursuant to the Concurrent Non-U.S. Exchange Offers (as defined in the Prospectus). Only the Exchange Offer was made by means of the Prospectus. Documentation in relation to the Concurrent Non-U.S. Exchange Offers has been published separately.

Further Information

This announcement does not constitute an offer of any securities for sale. A registration statement on Form F-4 relating to the Exchange Offer and the Prospectus have been filed with the SEC. The registration statement was declared effective on April 2, 2014.

Requests for copies of the Prospectus and information in relation to the Exchange Offer should be directed to:

EXCHANGE AGENT

Lucid Issuer Services Limited

436 Essex Road

London N1 3QP

United Kingdom

Attention: Sunjeeve Patel / David Shilson / Victor Parzyjagla

Tel: +44 20 7704 0880

Fax: +44 20 7067 9098

email: lbg@lucid-is.com

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GLOBAL COORDINATORS AND JOINT LEAD DEALER MANAGERS

BofA Merrill Lynch   Merrill Lynch, Pierce Fenner & Smith Incorporated 214 North Tryon Street, 21st Floor Charlotte, NC 28255 United States   In United States: U.S. Toll-Free: +1 (888) 292-0070 Collect: +1 (980) 683-3215 Attention: Debt Advisory   In Europe: Tel: +44 (0)20 7995 3715 / +44 (0)20 7996 0867 Email: john.m.cavanagh@baml.com / karl.bystedtwikblom@baml.com Attention: John Cavanagh/Karl Bystedt Wikblom Goldman, Sachs & Co.   Goldman, Sachs & Co. 200 West Street New York, NY 10282 United States   In United States: U.S. Toll-Free: +1 (800) 828-3182 Collect: +1 (212) 902-5183 Attention: Liability Management Group   In Europe: Tel: +44 (0)20 7774 9682 Email: liabilitymanagement.eu@gs.com Attention: Liability Management Group

JOINT LEAD DEALER MANAGERS

Barclays   Barclays Capital Inc. Address: 745 Seventh Avenue, New York, New York 10019 United States   In United States: U.S. Toll-Free:  +1 (800) 438-3242 Collect: +1 (212) 528-7581 Fax: +1 (646) 834-0584 Email: liability.management@barclays.com Attention: Liability Management Group   In Europe: Tel: +44(0) 20 3134 8515 Fax: +44(0) 20 7516 7379 Email: eu.lm@barclays.com Attention: Liability Management Group Lloyds Securities   Lloyds Securities Inc. 1095 Avenue of the Americas New York, NY 10036 United States   U.S. Toll-Free: +1 (855) 400-6511 Collect: +1 (212) 827-3105 Email: Liability.Management@lbusa.com Attention: Liability Management Group         Morgan Stanley   Morgan Stanley & Co. LLC 1585 Broadway, Floor 04 New York, NY 10036 United States   In United States: U.S. Toll-Free: +1 (800) 624-1808 Collect: +1 (212) 761-1057 Attention: Liability Management   In Europe: Tel: +44 (0)20 7677 5040 Email: liabilitymanagementeurope@morganstanley.com Attention: Liability Management Group  

JOINT DEALER MANAGERS

BNP Paribas BNP Paribas Securities Corp. 787 Seventh Avenue New York, NY 10019 United States   In the United States: U.S. Toll-Free: +1 (888) 210-4358 Collect: +1 (212) 841-3059 Email: liability.management@bnpparibas.com Attention: Liability Management Group   In Europe: Tel: +44 (0)20 7595 8668 Email: liability.management@bnpparibas.com Attention: Liability Management Group Citigroup Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 United States   In United States: U.S. Toll-Free: +1 (800) 558-3745 Collect: +1 (212) 723-6106 Attention: Liability Management Group   In Europe: Tel: +44 (0)20 7986 8969 Email: liabilitymanagement.europe@citi.com Attention: Liability Management Group Deutsche Bank Securities Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 United States   In United States: U.S. Toll-Free: +1 (855) 287-1922 Collect +1 (212) 250-7527 Attention: Liability Management Group Email: US_Liability_Strategies_Team @list.db.com   In Europe: Tel: +44 (0)20754 58011 Email: liability.management@db.com

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HSBC HSBC Securities (USA) Inc. 452 Fifth Avenue New York, New York 10018	J.P. Morgan Securities LLC J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179	UBS Investment Bank UBS Limited 1 Finsbury Avenue London EC2M 2PP
Attention: Liability Management Group In the United States: U.S. Toll-Free: +1 (888) HSBC-4LM Collect: +1 (212) 525-5552 Email: liability.management@hsbcib.com In Europe: Tel: +44 (0)20 7992 6237 Email: liability.management@hsbcib.com	United States In United States: US Toll-Free: +1 (866) 834-4666 Collect: +1 (212) 834-2494 Attention: Liability Management Group In Europe: Tel: +44 (0)20 7134 2468 Email: EMEA_LM@jpmorgan.com	United Kingdom In United States: U.S. Toll-Free: +1 (888) 719-4210 Collect: +1 (203) 719-4210 Attention: Liability Management Group In Europe: Tel: +44 (0)20 7567 0525 Email: mark-t.watkins@ubs.com; mahmoud.abdelaal@ubs.com Attention: Liability Management Group

NOTICE

This announcement must be read in conjunction with the Prospectus. If you are in any doubt as to the contents of this announcement or the Prospectus or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.

Subject to applicable law, the Offerors or any of their respective affiliates may at any time and from time to time following completion of the Exchange Offer purchase remaining outstanding ECNs by tender, in the open market, by private agreement or otherwise on such terms and at such prices as the relevant Offeror or, if applicable, its affiliates may determine. Such terms, consideration and prices may be more or less favorable than those offered pursuant to the Exchange Offer.

OFFER RESTRICTIONS

This announcement and the Prospectus does not constitute an offer or an invitation to participate in the Exchange Offer in any jurisdiction in or from which, or to any person to whom, it is unlawful to make the relevant offer or invitation under applicable laws. The distribution of this announcement and the Prospectus in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Prospectus comes are required by each of the Offerors, LBG, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken by the Offerors, LBG, the Dealer Managers or the Exchange Agent in any jurisdiction outside the United States that would constitute a public offering of the Additional Tier 1 Securities other than the preparation of the Prospectus in compliance with articles 652a and 1156 of the Swiss Code of Obligations for purposes of making the Exchange Offer in Switzerland.

United Kingdom

The communication of the Prospectus and any other documents or materials relating to the Exchange Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Group or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) any other persons to whom these documents and/or materials may lawfully be communicated.

Isle of Man

The communication of the Prospectus and any other documents or materials relating to the Exchange Offer is not being made by, and such documents will not be registered or filed as a prospectus with, any governmental or other authority in the Isle of Man and the Prospectus and the issue of the Additional Tier 1 Securities have not been approved by the Isle of Man Financial Supervision Commission. Any offer for subscription, sale or exchange of the Additional Tier 1 Securities in or from the Isle of Man must be made:

(a)      by an Isle of Man financial services licence holder appropriately licensed under section 7 of the Financial Services Act2008 to do so;

(b)      in accordance with any relevant exclusion contained within the Regulated Activities Order 2011; or

(c)       in accordance with any available relevant exemption contained within the Financial Services (Exemptions) Regulations2011.

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Guernsey

The communication of the Prospectus and any other documents or materials relating the Exchange Offer is not being made, and such documents have not been approved or authorized, by the Guernsey Financial Services Commission for circulation in Guernsey. The Prospectus and any other documents or materials relating to the Exchange Offer may not be distributed or circulated directly or indirectly to any persons in the Bailiwick of Guernsey other than (i) by a person licensed to do so under the terms of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, or (ii) to those persons regulated by the Guernsey Financial Services Commission as licensees under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and company Directors etc. (Bailiwick of Guernsey) Law, 2000.

Jersey

The communication of the Prospectus and any other documents or materials relating to the Exchange Offer are not being made by, and such documents are not subject to and have not received approval from, either the Jersey Financial Services Commission or the Registrar of Companies in Jersey and no statement to the contrary, explicit or implicit, is authorized to be made in this regard. The Additional Tier 1 Securities may be offered or sold in Jersey only in compliance with the provisions of the Control of Borrowing (Jersey) Order 1958.

Belgium

None of this announcement, the Prospectus or any other documents or materials relating to the Exchange Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit voor financiële diensten en markten) and, accordingly, the Exchange Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Exchange Offer may not be advertised and the Exchange Offer will not be extended, and neither this announcement, the Prospectus nor any other documents or materials relating to the Exchange Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This announcement and the Prospectus has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offer. Accordingly, the information contained in this announcement and the Prospectus may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Exchange Offer is not being made, directly or indirectly, to the public in France. Neither this announcement, the Prospectus nor any other documents or offering materials relating to the Exchange Offer, have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Exchange Offer. This announcement and the Prospectus have not been and will not be submitted for clearance procedures (visa) of the Autorité des marchés financiers.

Italy

None of the Exchange Offer, this announcement, the Prospectus or any other documents or materials relating to the Exchange Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”), pursuant to Italian laws and regulations. The Exchange Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the “Issuers’ Regulation”).

Accordingly, the Exchange Offer is only addressed to holders of ECNs located in the Republic of Italy who are “qualified investors” (investitori qualificati) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 34-ter, paragraph 1, letter b) of the Issuers’ Regulation.

Holders or beneficial owners of the ECNs located in the Republic of Italy that qualify as “qualified investors” can tender the ECNs through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

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Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the ECNs or the Exchange Offer.

General

The Exchange Offer does not constitute an offer to buy or the solicitation of an offer to sell ECNs and/or Additional Tier 1 Securities in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Exchange Offer to be made by a licensed broker or dealer and the Dealer Manager or, where the context so requires, any of its affiliates is such a licensed broker or dealer in that jurisdiction, the Exchange Offer shall be deemed to be made on behalf of LBG 1 and/or LBG 2 by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.

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EX-99

(a)(5)(iii)

 3 April 2014

RESULTS OF US$ EXCHANGE OFFER FOR ENHANCED CAPITAL NOTES

Lloyds Banking Group plc (the Group) has today announced the results of its offer for holders of certain series of US Dollar-denominated Enhanced Capital Notes (ECNs) to exchange them for new Additional Tier 1 (AT1) securities. Approximately US$1.60 billion of ECNs have been accepted for exchange pursuant to the exchange offer. This will result in the issue of US$1.675 billion (approximately £1 billion) of new AT1 securities, bringing the total amount of AT1 securities issued by the Group to approximatey £5.35 billion.  Settlement of the exchange offer is expected to occur on or around 7 April 2014.  Details of the series of ECNs accepted for exchange pursuant to the offer are given in a separate RNS issued today, filed with the Securities and Exchange Commission (the SEC).

The separate tender offer for eligible retail holders to sell their Sterling-denominated ECNs for cash, as previously announced, will remain open until 4.00pm London time on 16 April 2014.

For further information:

Investor Relations – Institutional Investors
Charles King	+44 (0) 20 7356 3537
Investor Relations Director
Email: charles.king@finance.lloydsbanking.com
Corporate Affairs
Matthew Young	+44 (0) 20 7356 2231
Group Corporate Affairs Director
Email: matt.young@lloydsbanking.com
Private Investors
Lucid Issuer Services Limited
Sunjeeve Patel / David Shilson / Victor Parzyjagla	0800 376 0832 /
	+44 (0) 20 7704 0880
Email: lbg@lucid-is.com

DIFFERENCES BETWEEN THE ECNs AND THE AT1 SECURITIES

Further details of the AT1 securities to be issued by the Group in the offer is contained in the offering documents for the offer.  The form, terms and conditions of the ECNs are substantially different from those of the AT1 securities.  Holders who are in any doubt as to the terms of their ECNs and the differences to the terms of the AT1 securities are recommended to inform themselves about the terms of their ECNs and seek financial and legal advice from their professional advisers as they deem appropriate.  The AT1 securities will rank senior to ordinary shares in the Group.  It is the current intention of the Board of Directors of the Group (the Board) that, whenever exercising its discretion to declare dividends on the ordinary shares, or its discretion to cancel interest on the AT1 securities, it will take into account the relative ranking of these instruments in the Group’s capital structure, although the Board may at any time depart from this policy at its sole discretion.

DISCLAIMER

This announcement does not constitute an offer of any securities for sale. A registration statement on Form F-4, as amended, relating to the exchange offer and the prospectus have been filed with the SEC. The registration statement was declared effective on April 2, 2014.

The distribution of this announcement in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

FORWARD LOOKING STATEMENTS

This announcement contains forward looking statements with respect to the business, strategy and plans of the Lloyds Banking Group, its current goals and expectations relating to its future financial condition and performance.  Statements that are not historical facts, including statements about the Group or the Group’s management’s beliefs and expectations, are forward looking statements.  By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will or may occur in the future.  The Group’s actual future business, strategy, plans and/or results may differ materially from those expressed or implied in these forward looking statements as a result of a variety of risks, uncertainties and other factors, including, but not limited to, UK domestic and global economic and business conditions; the ability to derive cost savings and other benefits, including as a result of the Group’s Simplification programme; the ability to access sufficient funding to meet the Group’s liquidity needs; changes to the Group’s credit ratings; risks concerning borrower or counterparty credit quality; instability in the global financial markets, including Eurozone instability and the impact of any sovereign credit rating downgrade or other sovereign financial issues; market-related risks including, but not limited to, changes in interest rates and exchange rates; changing demographic and market-related trends; changes in customer preferences; changes to laws, regulation, accounting standards or taxation, including changes to regulatory capital or liquidity requirements; the policies and actions of governmental or regulatory authorities in the UK, the European Union, or jurisdictions outside the UK in which the Group operates, including other European countries and the US; the implementation of the draft EU crisis management framework directive and banking reform following the recommendations made by the Independent Commission on Banking; the ability to attract and retain senior management and other employees; requirements or limitations imposed on the Group as a result of HM Treasury’s investment in the Group; the ability to complete satisfactorily the disposal of certain assets as part of the Group’s EC state aid obligations; the extent of any future impairment charges or write-downs caused by depressed asset valuations, market disruptions and illiquid markets; the effects of competition and the actions of competitors, including non-bank financial services and lending companies; exposure to regulatory scrutiny, legal proceedings, regulatory investigations or complaints, and other factors.  Please refer to the latest Annual Report on Form 20-F filed with the SEC for a discussion of certain factors together with examples of forward looking statements.