As filed with the Securities and Exchange Commission on October 27, 2016
Registration No. 333-214016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 1 TO
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lloyds Banking Group plc
(Exact Name of Registrant as Specified in Its Charter)
Scotland
(State or Other Jurisdiction of Incorporation or Organization)
6029
(Primary Standard Industrial Classification Code Number)
Not Applicable
(I.R.S. Employer Identification No.)
25 Gresham Street
London EC2V 7HN
011-44-207-626-1500
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Kevin P. McKendry
Chief Legal Officer, North America
Lloyds Bank plc
1095 Avenue of the Americas
New York, New York 10036
001-212-930-8920
(Name, Address and Telephone Number of Agent for Service)
Please send copies of all communications to:
John W. Banes
DAVIS POLK & WARDWELL LONDON LLP
5 Aldermanbury Square
London EC2V 7HR
Tel. No.: 011-44-207-418-1300
Approximate date of commencement of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
|
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price per Unit(1) |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee(2) |
| New 4.582% Subordinated Debt Securities due 2025 (the “2025 New Notes”) | $1,353,364,000 | 100% | $1,353,364,000 | $156,854.89 |
| New 5.300% Subordinated Debt Securities due 2045 (the “2045 New Notes”) | $824,082,000 | 100% | $824,082,000 | $95,511.10 |
_________________
| (1) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933. |
| (2) | The total registration fee was previously paid in connection with the initial filing of this Form F-4 on October 7, 2016. |
This Amendement No. 1 to the Registration Statement on Form F-4 (the “Registration Statement”) is being filed by Lloyds Banking Group plc solely to amend Exhibit 5.1 to the Registration Statement, a copy of which is attached hereto.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
EXHIBIT INDEX
|
Exhibit Number |
Exhibit Description |
| 5.1 | Opinion of CMS Cameron McKenna LLP, Scottish solicitors to Lloyds Banking Group plc, regarding the validity of the New Notes |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Lloyds Banking Group plc has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, United Kingdom, on the 27th day of October, 2016.
| LLOYDS BANKING GROUP plc | |
| By: | /s/ Vishal Savadia |
| Name: Vishal Savadia | |
| Title: Head of Capital Structuring and Debt IR | |
NOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints T. Rougier, V. Savadia, R.D. Shrimpton, A.J. Wood and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462(b) of the Securities Act, as amended, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signature |
Title |
Date |
| /s/ António Horta-Osório | ||
|
António Horta-Osório |
(Executive Director and Group Chief Executive) | 27th day of October, 2016 |
| /s/ George Culmer | ||
|
George Culmer |
(Executive Director and Chief Financial Officer) | 27th day of October, 2016 |
| /s/ Lord Blackwell | ||
|
Lord Blackwell |
(Chairman) |
27th day of October, 2016 |
| /s/ Juan Colombás | ||
|
Juan Colombás |
(Executive Director and Chief Risk Officer) | 27th day of October, 2016 |
| /s/ Anita Frew | ||
|
Anita Frew |
(Deputy Chairman and Non-Executive Director) |
27th day of October, 2016 |
| /s/ Alan Dickinson | ||
|
Alan Dickinson |
(Non-Executive Director) | 27th day of October, 2016 |
| /s/ Simon Henry | ||
|
Simon Henry |
(Non-Executive Director) |
27th day of October, 2016 |
| /s/ Nick Luff | ||
|
Nick Luff |
(Non-Executive Director) |
27th day of October, 2016 |
| /s/ Deborah McWhinney | ||
|
Deborah McWhinney |
(Non-Executive Director) |
27th day of October, 2016 |
| /s/ Nick Prettejohn | ||
|
Nick Prettejohn |
(Non-Executive Director) |
27th day of October, 2016 |
| /s/ Stuart Sinclair | ||
|
Stuart Sinclair |
(Non-Executive Director) |
27th day of October, 2016 |
| /s/ Anthony Watson CBE | ||
|
Anthony Watson CBE |
(Non-Executive Director) |
27th day of October, 2016 |
| /s/ Sara Weller CBE | ||
|
Sara Weller CBE |
(Non-Executive Director) |
27th day of October, 2016 |
| / s/ Kevin P. McKendry | ||
|
Kevin P. McKendry |
(Authorized U.S. Representative) |
27th day of October, 2016 |
Exhibit Index
|
Exhibit Number |
Exhibit Description |
| 3.1 | Articles of association of Lloyds Banking Group plc (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference) |
| 4.1 | Subordinated Debt Securities Indenture dated as of November 4, 2014, between Lloyds Banking Group plc as Issuer and The Bank of New York Mellon, acting through its London Branch, as Trustee (previously filed on Form 6-K on November 4, 2014 and incorporated herein by reference) |
| 4.2 | Form of Fifth Supplemental Indenture to the Subordinated Debt Securities Indenture between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon acting through its London Branch, as Trustee (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference) |
| 4.3 | Form of Sixth Supplemental Indenture to the Subordinated Debt Securities Indenture between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon acting through its London Branch, as Trustee (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference) |
| 4.4 | Registration Rights Agreement dated as of December 1, 2015 between Lloyds Banking Group plc and Goldman, Sachs & Co., Lloyds Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Inc. and Morgan Stanley & Co. LLC (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference) |
| 5.1 | Opinion of CMS Cameron McKenna LLP, Scottish solicitors to Lloyds Banking Group plc regarding the validity of the New Notes |
| 5.2 | Opinion of Davis Polk & Wardwell London LLP, U.S. counsel to Lloyds Banking Group plc regarding the validity of the New Notes (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference) |
| 12 | Statement of Computation of Ratio of Earnings to Fixed Charges (previously filed on Form 6-K on July 28, 2016 and incorporated herein by reference) |
| 21 | List of subsidiaries of Lloyds Banking Group plc (previously filed on Form 20-F for the year ended December 31, 2015, dated March 8, 2016 and incorporated herein by reference) |
| 23.1 | Consent of CMS Cameron McKenna LLP (contained in their opinion filed as Exhibit 5.1) |
| 23.2 | Consent of Davis Polk & Wardwell London LLP (contained in their opinion previously filed as Exhibit 5.2 on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference) |
| 23.3 | Consent of PricewaterhouseCoopers LLP (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference) |
| 25.1 | Statement of Eligibility for the Subordinated Debt Securities Indenture between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon acting through its London Branch, as Indenture Trustee and referenced above as Exhibit 4.1 (previously filed on the initial Form F-4 dated October 7, 2016 and incorporated herein by reference) |
Exhibit 5.1
|
Lloyds Banking Group plc 25 Gresham Street London EC2V 7HN |
CMS Cameron McKenna LLP
Saltire Court 20 Castle Terrace Edinburgh EH1 2EN
DX
553001 EDINBURGH
T +44 131 228 8000 F +44 131 228 8888
www.cms-cmck.com
27 October 2016 |
| Your ref |
| Our ref - DOCS/EDN/LLO015.00032 |
Dear Sirs
We have acted as solicitors in Scotland for Lloyds Banking Group plc (the Company) in connection with its offer (the Exchange Offer) to exchange new 4.582% Subordinated Debt Securities due 2025 (the 2025 New Notes) for its currently outstanding 4.582% Subordinated Debt Securities due 2025 (the 2025 Old Notes) and 5.300% Subordinated Debt Securities due 2045 (the 2045 New Notes and, together with the 2025 New Notes, the New Notes) for its currently outstanding 5.300% Subordinated Debt Securities due 2045 (the 2045 Old Notes and, together with the 2025 Old Notes, the Old Notes). The New Notes are to be issued pursuant to a subordinated debt securities indenture dated as of 4 November 2014 (the Base Indenture), as supplemented by a fifth supplemental indenture to be dated as of the settlement date in respect of the Exchange Offer (the Fifth Supplemental Indenture) in respect of the New 2045 Notes and by a sixth supplemental indenture to be dated as of the settlement date in respect of the Exchange Offer in respect of the New 2025 Notes (the Sixth Supplemental Indenture and, together with the Fifth Supplemental Indenture, the Supplemental Indentures), each between the Company and The Bank of New York Mellon, London Branch as trustee (the Trustee) in respect of the New Notes (the Base Indenture and the Supplemental Indentures together, the Subordinated Indenture).
We, as your solicitors, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. For the purposes of the opinion in the next paragraph, we have assumed (i) the genuineness of all signatures and seals, (ii) the conformity to original documents, and completeness, of all documents submitted to us as copies and the authenticity of the originals, and (iii) that all relevant resolutions of the directors of the Company were duly passed at properly convened meetings, and have not been amended or rescinded.
UK - 213099747.9
CMS Cameron McKenna LLP is a limited liability partnership registered in England and Wales with registration number OC310335. It is a body corporate which uses the word “partner” to refer to a member, or an employee or consultant with equivalent standing and qualifications. It is authorised and regulated by the Solicitors Regulation Authority of England and Wales with SRA number 423370. A list of members and their professional qualifications is open to inspection at the registered office, Cannon Place, 78 Cannon Street, London EC4N 6AF. Members are either solicitors or registered foreign lawyers. VAT registration number: 974 899 925. Further information about the firm can be found at www.cms-cmck.com
CMS Cameron McKenna LLP is a member of CMS Legal Services EEIG (CMS EEIG), a European Economic Interest Grouping that coordinates an organisation of independent law firms. CMS EEIG provides no client services. Such services are solely provided by CMS EEIG’s member firms in their respective jurisdictions. CMS EEIG and each of its member firms are separate and legally distinct entities, and no such entity has any authority to bind any other. CMS EEIG and each member firm are liable only for their own acts or omissions and not those of each other. The brand name “CMS” and the term “firm” are used to refer to some or all of the member firms or their offices. Further information can be found at www.cmslegal.com
Notice: the firm does not accept service by e-mail of court proceedings, other processes or formal notices of any kind without specific prior written agreement.
On the basis of the foregoing, we advise you that, in our opinion, (i) the Company is validly existing as a corporation under the laws of Scotland, (ii) the Company has corporate power to enter into the Subordinated Indenture and perform its obligations under the Subordinated Indenture and the New Notes, (iii) the Company has taken all necessary corporate action to authorise its execution, delivery and performance of the Subordinated Indenture and the New Notes, and (iv) when the New Notes have been executed and authenticated in accordance with the provisions of the Subordinated Indenture and issued and delivered in exchange for the Old Notes pursuant to the Exchange Offer, the New Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally (including the Banking Act 2009 and any secondary legislation, instruments or orders made, or which may be made, under it) and equitable principles of general applicability.
The foregoing opinion is limited to the laws of Scotland. We have made no investigation of the laws of any jurisdiction other than Scotland and neither express nor imply any opinion as to any other laws and in particular the laws of the State of New York and the laws of the United States of America and our opinion is subject to such laws including the matters stated in the opinion of Davis Polk & Wardwell London LLP, dated as of 7 October 2016. Subject to the exceptions specified in Section 5.05 of the Supplemental Indentures, the laws of the State of New York are the chosen governing law of the New Notes, and we have assumed that the New Notes (other than the terms governed by Scots law in accordance with those exceptions) constitute valid, binding and enforceable obligations of the Company, enforceable against the Company in accordance with their terms, under such laws.
In connection with the opinion expressed above, we have also assumed that, at and prior to the time of the delivery of any New Notes, (i) the Trustee has, and will have, full power, authority and legal right to enter into and perform its obligations under the Subordinated Indenture, (ii) the Company shall remain validly existing as a corporation under the laws of Scotland, and (iii) there shall not have occurred any change in law affecting the validity or enforceability of the New Notes. We have also assumed that the execution, issue, delivery and performance of the New Notes (a) require no action by or in respect of, or filing with, any governmental body, agency or official, and (b) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, interdict, injunction, order or decree or any agreement or other instrument binding upon the Company.
We hereby consent to the use of our name under the caption “Validity of Securities” in the Prospectus dated 7 October 2016 forming a part of the Registration Statement on Form F-4 (the Registration Statement) filed with the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the Securities Act) in connection with the Exchange Offer, and to the filing, as an exhibit to the Registration Statement, of this opinion. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Yours faithfully,
/s/ D. Cumming
For and on behalf of CMS Cameron McKenna LLP