Exhibit (a)(1)(iii)
Supplement No. 2 dated February 22, 2016, to
the Offer to Purchase dated January 29, 2016
LBG Capital No. 1 plc
Offer to Purchase for Cash Any and All of the Outstanding
LBG Capital No. 1 plc 8.00% Fixed-to-Floating Rate Undated Enhanced Capital Notes (ISIN XS0473106283 and XS0471767276)
and
LBG Capital No. 1 plc 8.50% Fixed-to-Floating Rate Undated Enhanced Capital Notes (ISIN XS0473103348 and XS0471770817)
| THE OFFER (as defined below) will expire AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 2, 2016 (such time and date, as the same may be extended, THE “EXPIRATION DEADLINE”). ECNs (AS DEFINED BELOW) TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DEADLINE (such time and date, as the same may be extended, the “Withdrawal deadline”), BUT NOT thereafter. |
This Supplement No. 2 (this “Supplement No. 2”) amends, modifies and supersedes certain information included in the offer to purchase, dated January 29, 2016 (the “Original Offer to Purchase”) and the Supplement No. 1 dated February 16, 2016 (the “Supplement No. 1” and, together with the Original Offer to Purchase and this Supplement No. 2, the “Offer to Purchase”) relating to an offer (the “Offer”) by LBG Capital No. 1 plc (the “Offeror”), an indirect wholly owned subsidiary of Lloyds Banking Group plc (“LBG”), on the terms and conditions described in the Offer to Purchase, for any and all of the outstanding (1) 8.00% Fixed-to-Floating Rate Undated Enhanced Capital Notes issued by LBG Capital No. 1 and fully and unconditionally guaranteed by LBG (the “Series 1 ECNs”) and (2) 8.50% Fixed-to-Floating Rate Undated Enhanced Capital Notes issued by LBG Capital No. 1 and fully and unconditionally guaranteed by LBG (the “Series 2 ECNs” and, together with the Series 1 ECNs, the “ECNs”).
The information set forth in the second paragraph under the table on the cover page of the Original Offer to Purchase, is amended and restated in its entirety to read as follows:
The Offeror may extend, re-open, amend, limit, waive any condition of, or terminate the Offer at any time (subject to applicable law and as provided in this Offer to Purchase). Details of any such extension, re-opening, amendment, limitation, waiver (if permitted) or termination will be announced wherever applicable as provided in this Offer to Purchase promptly after the relevant decision is made by the public announcement thereof. For more information, see “The Offer”.
The information set forth in the summary box under “Summary of the Terms of the Offer—Amendment of Terms of the Offer” on page 3 of the Original Offer to Purchase is amended and restated in its entirety to read as follows:
| Amendment of Terms of the Offer | Subject to applicable laws and as provided herein, the Offeror may extend, re-open, amend, limit, waive any condition of, or terminate the Offer at any time. Details of any such extension, re-opening, amendment, limitation, waiver (if permitted) or termination will be announced wherever applicable as provided in this Offer to Purchase promptly after the relevant decision is made by the public announcement thereof. |
The information set forth in the second paragraph under “The Offer—Timetable for the Offer” on page 11 of the Original Offer to Purchase, is amended and restated in its entirety to read as follows:
The times and dates below are subject, where applicable, to the right of the Offeror to extend, re-open, amend, limit, terminate or withdraw the Offer, subject to applicable law. Accordingly, the actual timetable may differ significantly from the expected timetable set out below. If any of the above times and/or dates change, the revised time and/or date will be notified by announcement promptly after the relevant decision is made.
The information set forth under “Acknowledgements, Representations, Warranties and Undertakings” on page 14 of the Original Offer to Purchase is amended and restated in its entirety to read as follows:
By submitting a Tender Instruction each holder and the relevant Direct Participant (on behalf of the relevant holder), represents, warrants and undertakes that:
| (a) | it is assuming all the risks inherent in participating in the Offer and has undertaken all the appropriate analysis of the implications of the Offer, without reliance on the Offeror, LBG, the Dealer Managers or the Tender Agent; |
| (b) | by blocking ECNs in the relevant Clearing System it will be deemed to consent to the relevant Clearing System providing details concerning its identity to the Offeror, LBG, the Dealer Managers, the Tender Agent and their respective legal advisers; |
| (c) | upon the terms and subject to the conditions of the Offer, it offers to tender the principal amount of ECNs in its account in the relevant Clearing System that is the subject of the relevant Tender Instruction; |
| (d) | upon the terms and subject to the conditions of the Offer it irrevocably tenders for purchase in the Offer the aggregate principal amount of ECNs in its account blocked in the relevant Clearing System and, subject to and effective upon the purchase by the Offeror of such ECNs, it (i) renounces all right, title and interest in and to all such ECNs purchased by or at the direction of the Offeror pursuant to the Offer, (ii), to the extent permitted by law, waives and releases any rights or claims it may have against the Offeror and/or any other member of the Group with respect to any such ECNs or the Offer, and (iii), to the extent permitted by law, unconditionally and irrevocably releases, discharges and waives all claims (including all claims for interest, costs and orders for costs), actions and causes of action, present or future and however arising, whether or not presently known or unknown (including those which arise hereafter upon a change in the relevant law) whether arising in equity or under common law or statute or by reason of breach of contract or in respect of any tortious act or omission or otherwise (whether or not damage has yet been suffered), it has, may have or had against the Offeror and/or any other member of the Group and each of their present or former officers, directors, employees or agents which arise out of or relate to, or are in any way connected with the ECNs, or non-contractual obligations arising out of or in connection with the ECNs; |
| (e) | it agrees to ratify and confirm each and every act or thing that may be done or effected by the Offeror, any of its directors or any person nominated by the Offeror in the proper exercise of his or her powers and/or authority hereunder; |
| (f) | it agrees to do all such acts and things as shall be necessary and execute any additional documents deemed by the Offeror to be desirable to complete the sale, assignment and transfer of the tendered ECNs to the Offeror or its nominee and/or to perfect any of the authorities expressed to be given hereunder; |
| (g) | it has observed the laws of all relevant jurisdictions; obtained all requisite governmental, exchange control or other required consents; complied with all requisite formalities; and paid any issue, transfer or other taxes or requisite payments due from it in each respect in connection with any offer or acceptance in any jurisdiction and that it has not taken or omitted to take any action in breach of the terms of the Offer, or which will or may result in the Offeror, LBG, the Dealer Managers, the Tender Agent, or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Offer; |
| (h) | all authority conferred or agreed to be conferred pursuant to its representations, warranties and undertakings and all of its obligations shall be binding upon its successors, assigns, heirs, executors, trustees in bankruptcy, insolvency practitioners and legal representatives and shall not be affected by, and shall survive, its death, incapacity, bankruptcy, insolvency, or any other similar proceedings; |
| (i) | except to the extent of the information set forth under “Taxation Considerations”, no information has been provided to it by the Offeror, LBG, the Dealer Managers or the Tender Agent with regard to the tax consequences to holders, beneficial owners or Direct Participants arising from the tender, and acceptance for purchase of, ECNs in the Offer. It hereby acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its participation in the Offer, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Offeror, LBG, the Dealer Managers, the Tender Agent or any other person in respect of such taxes and payments; |
| (j) | it is not a person or entity (a “Person”) (i) (A) that is, or is owned or controlled by a Person that is, described or designated in (I) the most current “Specially Designated Nationals and Blocked Persons” list (which as of the date hereof can be found at: http://www.ustreas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf) or (II) the most current “Consolidated list of persons, groups and entities subject to EU financial sanctions” (which as of the date hereof can be found at: http://eeas.europa.eu/cfsp/sanctions/consol-list/index_en.htm); or (B) that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority (as defined below), other than solely by virtue of their inclusion in: (I) the most current “Sectoral Sanctions Identifications” list (which as of the date hereof can be found at: "https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx) (the “SSI List”), (II) Annexes 3, 4, 5 and 6 of Council Regulation No.833/2014, as amended by Council Regulation No.960/2014 (the “EU Annexes”), or (III) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes; or (ii) to whom it is otherwise unlawful to make an invitation pursuant to the Offer under applicable laws and, in each case, has (before submitting, or arranging for the submission on its behalf, as the case may be, of the Tender Instruction in respect of the ECNs which it is offering for purchase) complied with all laws and regulations applicable to it for the purposes of its participation in the Offer. For the purposes of this paragraph, “Sanctions Authority” means each of (i) the United States government; (ii) the United Nations; (iii) the European Union (or any of its member states including, without limitation, the United Kingdom); (iv) any other relevant governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; or (v) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty’s Treasury; |
| (k) | it has full power and authority to submit for tender and transfer the ECNs hereby submitted for tender and if such ECNs are accepted for purchase, such ECNs will be transferred to, or to the order of, the Offeror with full title free from all liens, charges and encumbrances, not subject to any adverse claim and together with all rights attached thereto; |
| (l) | it holds and will hold, until the time of settlement on the Settlement Date, the ECNs blocked in Euroclear or Clearstream, Luxembourg and, in accordance with the requirements of Euroclear or Clearstream, Luxembourg and by the deadline required by Euroclear or Clearstream, Luxembourg, it has submitted, or has caused to be submitted, a Tender Instruction to the relevant Clearing System, as the case may be, to authorize the blocking of the submitted ECNs with effect on and from the date thereof so that, at any time pending the transfer of such ECNs on the Settlement Date to the Offeror or its agents on its behalf, no transfers of such ECNs may be effected; |
| (m) | the terms and conditions of the Offer shall be deemed to be incorporated in, and form a part of, the Tender Instruction which shall be read and construed accordingly and that the information given by or on behalf of such existing Holder in the Tender Instruction is true and will be true in all respects at the time of the tender; and |
| (n) | it understands and agrees that the Offeror, LBG, the Dealer Managers and the Tender Agent will rely upon the truth and accuracy of the foregoing representations, warranties and undertakings. |
The receipt from a holder or from a Direct Participant on behalf of a beneficial owner of a Tender Instruction by the relevant Clearing System will constitute instructions to debit from such holder’s or Direct Participant’s account on the Settlement Date the principal amount of ECNs that such holder or Direct Participant has tendered for purchase and which have been accepted, upon receipt by the relevant Clearing System of an instruction from the Tender Agent to receive those ECNs for the account of the Offeror subject to the automatic withdrawal of those
instructions in the event that the Offer is terminated by the Offeror or the withdrawal of such Tender Instruction (in the circumstances in which such withdrawal is permitted) in accordance with the procedures set out in this Offer to Purchase.
The information set forth under “The Offer—Amendment and Termination” on page 17 of the Original Offer to Purchase, is amended and restated in its entirety to read as follows:
“Notwithstanding any other provision of the Offer, the Offeror may, subject to applicable laws, at its option, at or before the Expiration Deadline:
(a) extend the Expiration Deadline or re-open the Offer, as applicable (in which case all references in this Offer to Purchase to “Expiration Deadline” shall, unless the context otherwise requires, be to the latest date and time to which the Expiration Deadline has been so extended or the Offer re-opened);
(b) otherwise extend, re-open or amend the Offer in any respect (including, but not limited to, any extension, re-opening, increase, decrease or other amendment, as applicable, in relation to the Expiration Deadline and/or the Settlement Date);
(d) delay acceptance for purchase of, and payment for, ECNs validly tendered for purchase in the Offer until satisfaction or waiver (if permitted) of the conditions to the Offer, provided that the Offeror will only so delay acceptance if an extension of the Offer is announced;
(e) if any of the General Conditions listed under “The Offer—Terms of the Offer—Offer Conditions” have occurred on or after the date of this Offer to Purchase and are continuing at the time of the Expiration Deadline, terminate the Offer in respect of any series of ECNs, including with respect to Tender Instructions submitted before the time of such termination; and/or
(f) if any of the General Conditions listed under “The Offer—Terms of the Offer—Offer Conditions” have occurred on or after the date of this Offer to Purchase and are continuing at the time of the Expiration Deadline, in respect of any series of ECNs, choose not to accept all valid tenders received by the Tender Agent prior to the Expiration Deadline.
The ability of the Offeror to delay acceptance for payment, or payment for ECNs validly tendered for purchase and not withdrawn prior to the Expiration Deadline is limited by Rules 13e-4 and 14e-1(c) under the Exchange Act, which require that an offeror pay the consideration offered or return the securities deposited by or on behalf of holders promptly after the termination or withdrawal of a tender offer.
The Offeror also reserves the right at any time to waive, where permissible, any or all of the conditions of the Offer as set out in this Offer to Purchase.
The Offeror will ensure holders are notified of any such extension, re-opening, amendment or termination promptly after the relevant decision is made by the public announcement thereof through RNS. Any announcement of an extension of the Offer will be made prior to 9:00 a.m., New York City time, on the business day immediately following the previously scheduled Expiration Deadline.
Notwithstanding the irrevocability of all Tender Instructions, on the termination of the Offer, all Tender Instructions will be deemed to be withdrawn automatically.”
The information set forth under “Certain Matters Relating to Non-US Jurisdictions” on page 18 of the Original Offer to Purchase is amended and restated in its entirety to read as follows:
This Offer to Purchase does not constitute an offer or an invitation to participate in the 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 or communication of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Purchase comes are required by each of the Offeror, LBG, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
This Supplement No. 2 should be read in conjunction with the Original Offer to Purchase and the Supplement No. 1. Except for the changes described herein, all other terms of the Original Offer to Purchase remain the same.
NEITHER THE OFFER
TO PURCHASE NOR THE OFFER HAS BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), NOR
HAS THE SEC PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THE
OFFER TO PURCHASE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attn: Sunjeeve Patel/Paul Kamminga
Tel: +44 20 7704 0880
email: lbg@lucid-is.com
Any questions or requests for assistance or additional copies of this Supplement No. 2 or the Original Offer to Purchase and the Supplement No. 1 may be directed to the Tender Agent and any questions regarding the terms of the Offer may be directed to the Dealer Managers listed below.
JOINT LEAD DEALER MANAGERS
|
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 Attn: Liability Management Group
In Europe: Tel: +44 (0) 20 7595 8668 Email: liability.management@bnpparibas.com Attention: Liability Management Group |
Deutsche Bank Securities Inc. 60 Wall Street New York New York 10005 United States
In the United States Attention: Liability Management Group Telephone: +1 (212) 250 2955 (Collect) + (866) 627 0391 (US Toll Free)
In Europe Attention: Liability Management Group Email: liability.management@db.com Telephone: +44 20 7545 8011 |
Goldman, Sachs & Co. 200 West Street New York, NY 10282 United States
In the United States: Toll-free: +1 (800) 828-3182 Collect: +1 (212) 902-5183 Attn: Liability Management Group
In Europe: Tel: +44 (0) 20 7774 9862 Email: liabilitymanagement.eu@gs.com |
|
Lloyds Securities Inc. 1095 Avenue of the Americas New York, NY 10036 United States
Toll-Free: +1 (855) 400-6511 Collect: +1 (212) 827-3105 Email: liability.management@lloydsbanking.com Attn: Liability Management Group |
Merrill Lynch, Pierce, Fenner & Smith Incorporated 214 N. Tryon Street, 21st Floor Charlotte, NC 28255 United States
In the United States: Collect: +1 (980) 388-4813 Toll Free: +1 (888) 292-0070 Attn: Debt Advisory
In Europe: Toll: +44 (0) 20 7996 5698 Email: DG.LM_EMEA@baml.com Attn: Liability Management Group |
UBS Limited 1 Finsbury Avenue London EC2M 2PP United Kingdom
Attention: Liability Management Group Telephone: +1 (203) 719 4210 (Collect) +1 (888) 719 4210 (US Toll Free) |
Supplement No. 2 dated February 22, 2016, to the Offer to Purchase dated January 29, 2016 and the Supplement No. 1 dated February 16, 2016.