As filed with the Securities and Exchange Commission
on June 7, 2022
Registration No. 333-
and 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-3
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)
Not Applicable
(I.R.S. Employer Identification No.)
25 Gresham Street
London EC2V 7HN
United Kingdom
011-44-207-626-1500
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Lloyds Bank plc
(Exact Name of Registrant as Specified in Its Charter)
United Kingdom
(State or Other Jurisdiction of Incorporation or Organization)
Not Applicable
(I.R.S. Employer Identification No.)
25 Gresham Street
London EC2V 7HN
United Kingdom
011-44-207-626-1500
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Kelvina Smith
Chief Legal Officer
Lloyds Securities Inc.
and
Deputy Chief Legal Officer, North America
Lloyds Bank Corporate Markets plc
1095 Avenue of the Americas
New York, NY 10036
212-930-5047
(Name, Address and Telephone Number of Agent
for Service)
____________________
Please send copies of all communications to:
Connie I. Milonakis
DAVIS POLK & WARDWELL LONDON LLP
5 Aldermanbury Square
London, EC2V 7HR
United Kingdom
Tel. No.: +44-20-7418-1327
____________________
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities
Act”) please check the following box. ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please 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(c) 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 registration statement pursuant
to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
† The term “new or revised financial
accounting standards” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
PROSPECTUS
LLOYDS BANKING GROUP plc
DEBT SECURITIES
CAPITAL SECURITIES
ORDINARY SHARES
AMERICAN DEPOSITARY SHARES
We will provide the specific terms of these securities,
and the manner in which they will be offered, in one or more prospectus supplements to this prospectus. Any prospectus supplement may
also add, update or change information contained, or incorporated by reference, in this prospectus. You should read this prospectus and
the applicable prospectus supplement carefully before you invest.
You should read both this prospectus and any prospectus
supplement, together with the additional information described under the headings “Where You Can Find More Information” and
“Incorporation of Documents by Reference”, before investing in our securities. The amount and price of the offered securities
will be determined at the time of the offering.
The debt securities and capital securities
may be subject to the exercise of the U.K. bail-in power by the relevant U.K. resolution authority as described herein and in the applicable
prospectus supplement for such debt securities or capital securities.
Investing in our securities involves risks
that are described in the “Risk Factors” section of our annual and interim reports filed with the U.S. Securities and Exchange
Commission or in the applicable prospectus supplement.
Neither the U.S. Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to sell securities
unless it is accompanied by a prospectus supplement.
The date of this prospectus is June 7, 2022.
table
of contents
Page
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
on Form F-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf” registration
or continuous offering process. Under this shelf process, we may, from time to time, sell the securities described in this prospectus
in one or more offerings of an unspecified amount in one or more foreign currencies or currency units.
This prospectus provides you with a general description
of the debt securities, capital securities, ordinary shares and American Depositary Shares we may offer, which we also refer to collectively
as the “securities”. Each time we sell securities, a prospectus supplement that contains specific information about the terms
of that offering will be provided. The prospectus supplement will provide information regarding certain tax consequences of the purchase,
ownership and disposition of the offered securities. The prospectus supplement may also add to, update or change information contained
in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should
rely on the information in that prospectus supplement. Each prospectus supplement will be filed with the SEC. You should read both this
prospectus and the applicable prospectus supplement, together with the additional information described under the headings “Where
You Can Find More Information” and “Incorporation of Documents by Reference”, before purchasing any securities.
The registration statement containing this prospectus,
including exhibits to the registration statement, provides additional information about Lloyds Banking Group plc and the securities offered
under this prospectus. The registration statement can be read at the SEC’s offices or obtained from the SEC’s website mentioned
under the heading “Where You Can Find More Information”.
Certain Terms
In this prospectus, the terms “the Company”
and “LBG” refer to Lloyds Banking Group plc; the term “Group” means Lloyds Banking Group plc, together with its
subsidiaries and associated undertakings from time to time; the terms “we”, “our” and “us” refer to
Lloyds Banking Group plc as issuer of the relevant securities.
LBG publishes its consolidated financial statements
in pounds sterling (“£” or “sterling”), the lawful currency of the United Kingdom. In this prospectus and
any prospectus supplement, references to “dollars” and “$” are to United States dollars.
USE OF PROCEEDS
Unless a specific plan in the accompanying prospectus
supplement is disclosed, the net proceeds from the sale of the securities offered by this prospectus will be used for the general corporate
purposes of the Group. The Group has raised capital, Minimum Required Eligible Liabilities (“MREL”) and funding in various
markets from time to time and we expect to continue to raise capital, MREL and funding in appropriate markets as and when required.
LLOYDS BANKING
GROUP PLC
Lloyds Banking Group plc was incorporated as a
public limited company and registered in Scotland under the U.K. Companies Act 1985 on October 21, 1985 (registration number SC095000).
Lloyds Banking Group plc’s registered office is at The Mound, Edinburgh EH1 1YZ, Scotland, and its principal executive offices are
located at 25 Gresham Street, London EC2V 7HN, United Kingdom, telephone number + 44 (0) 20 7626 1500.
The history of the Group can be traced back to
the 18th century when the banking partnership of Taylors and Lloyds was established in Birmingham, England. Lloyds Bank Plc was incorporated
in 1865 and during the late 19th and early 20th centuries entered into a number of acquisitions and mergers, significantly increasing
the number of banking offices in the U.K. In 1995, it continued to expand with the acquisition of the Cheltenham and Gloucester Building
Society.
TSB Group plc became operational in 1986 when,
following U.K. Government legislation, the operations of four Trustee Savings Banks and other related companies were transferred to TSB
Group plc and its new banking subsidiaries. By 1995, the TSB Group had, either through organic growth or acquisition, developed life and
general insurance operations, investment management activities, and a motor vehicle hire purchase and leasing operation to supplement
its retail banking activities.
In 1995, TSB Group plc merged with Lloyds Bank
Plc. Under the terms of the merger, the TSB and Lloyds Bank groups were combined under TSB Group plc, which was re-named Lloyds TSB Group
plc, with Lloyds Bank Plc, which was subsequently re-named Lloyds TSB Bank plc, the principal subsidiary. In 1999, the businesses, assets
and liabilities of TSB Bank plc, the principal banking subsidiary of the TSB Group prior to the merger, and its subsidiary Hill Samuel
Bank Limited were vested in Lloyds TSB Bank plc, and in 2000, Lloyds TSB Group acquired Scottish Widows. In addition to already being
one of the leading providers of banking services in the U.K., the acquisition of Scottish Widows also positioned Lloyds TSB Group as one
of the leading suppliers of long-term savings and protection products in the U.K.
The HBOS Group had been formed in September 2001
by the merger of Halifax plc and Bank of Scotland. The Halifax business began with the establishment of the Halifax Permanent Benefit
Building Society in 1852; the society grew through a number of mergers and acquisitions including the merger with Leeds Permanent Building
Society in 1995 and the acquisition of Clerical Medical in 1996. In 1997 the Halifax converted to plc status and floated on the London
stock market. Bank of Scotland was founded in July 1695, making it Scotland’s first and oldest bank.
On September 18, 2008, with the support of the
U.K. Government, the boards of Lloyds TSB Group plc and HBOS plc announced that they had reached agreement on the terms of a recommended
acquisition by Lloyds TSB Group plc of HBOS plc. The shareholders of Lloyds TSB Group plc approved the acquisition at the Company’s
general meeting on November 19, 2008. On January 16, 2009, the acquisition was completed and Lloyds TSB Group plc changed its name to
Lloyds Banking Group plc.
Pursuant to two placing and open offers which
were completed by the Company in January and June 2009 and the Rights Issue completed in December 2009, the U.K. Government acquired 43.4%
of the Company’s issued ordinary share capital. Following sales of shares in September 2013 and March 2014 and the completion of
trading plans with Morgan Stanley & Co. International plc, the U.K. Government completed the sale of its shares in May 2017, returning
the Group to full private ownership.
Pursuant to its decision approving state aid to
the Group, the European Commission required the Group to dispose of a retail banking business meeting minimum requirements for the number
of branches, share of the U.K. personal current accounts market and proportion of the Group’s mortgage assets. Following disposals
in 2014, the Group sold its remaining interest in TSB to Banco de Sabadell in 2015, and all European Commission state aid requirements
were met by June 30, 2017.
On June 1, 2017, following the receipt of competition
and regulatory approval, the Group acquired 100% of the ordinary share capital of MBNA Limited, which together with its subsidiaries operates
a U.K. consumer credit card business, from FIA Jersey Holdings Limited, a wholly-owned subsidiary of Bank of America.
The Group successfully launched its new non ring-fenced
bank, Lloyds Bank Corporate Markets plc in 2018, transferring in the non ring-fenced business from the rest of the Group, thereby meeting
its legal requirements under ring-fencing legislation.
On October 23, 2018, the Group announced a strategic
partnership with Schroders plc to create a market-leading wealth management proposition. The three key components of the partnership are:
(i) the establishment of a new financial planning joint venture; (ii) the Group taking a 19.9% stake in Schroders’ high net worth
U.K. wealth management business; and (iii) the appointment of Schroders as the active investment manager of approximately £80 billion
of the Group’s insurance and wealth related assets. The joint venture, Schroders Personal Wealth, was launched to the market in
the third quarter of 2019. The Group’s interest in the joint venture is 50.1%.
On February 1, 2022, the Group announced that
it had completed the acquisition of Embark Group, a fast growing investment and retirement platform business. Embark Group will be part
of the Group’s Wealth proposition, alongside Schroders Personal Wealth and the Group’s investment in Cazenove Capital.
The Group maintains a website at www.lloydsbankinggroup.com.
DESCRIPTION OF
DEBT SECURITIES
The following is a summary of the general terms
of the debt securities issued by LBG. Each time that debt securities are issued, a prospectus supplement will be filed with the SEC, which
you should read carefully. The prospectus supplement will summarize specific financial terms of your security and may contain additional
terms of those debt securities. The terms presented here, together with the terms contained in the prospectus supplement, will be a description
of the material terms of the debt securities, but if there is any inconsistency between the terms presented here and those in the prospectus
supplement, those in the prospectus supplement will apply and will replace those presented here. Therefore, the statements we make below
in this section may not apply to your debt security. You should also read the indentures and any related supplemental indentures establishing
such debt securities under which we will respectively issue the debt securities, which have been filed with the SEC as exhibits to the
registration statement of which this prospectus is a part.
References to “debt securities”
in this prospectus, mean the senior debt securities and subordinated debt securities that may be
issued by LBG. The term “debt securities” does not include the “capital securities” described under “Description
of Capital Securities”.
Senior debt securities will be issued under
a senior debt indenture. Subordinated debt securities will be issued under a subordinated debt indenture. The subordinated debt securities
of any series will be subordinated obligations. Each indenture for debt securities issued by LBG is a contract between LBG and The Bank
of New York Mellon, which will initially act as trustee. None of the indentures limit our ability to incur additional indebtedness, including
additional senior indebtedness.
General
The debt securities are not deposits and are not
insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other government agency of the United States or the United
Kingdom.
The indentures do not limit the amount of debt
securities that we may issue. We may issue debt securities in one or more series. The relevant prospectus supplement for any particular
series of debt securities will contain, where applicable, the following terms of, and other information relating to, any of the offered
debt securities:
| · | whether they are senior debt securities or subordinated debt securities; |
| · | their title (which will distinguish the debt securities of the series from all other debt securities), authorized denomination and
aggregate principal amount; |
| · | the price or prices at which they will be issued; |
| · | the annual interest rate or rates, or how to calculate the interest rate or rates; |
| · | the date or dates from which interest, if any, will accrue or the method, if any, by which such date or dates will be determined; |
| · | whether the payment of interest can be deferred; |
| · | whether payments are conditional on our ability to make such payments and remain able to pay our debts as they fall due and that our
assets continue to exceed our liabilities (other than subordinated liabilities); |
| · | the times and places for payment of the principal of and premium, if any, and any interest, if any, on the debt securities; |
| · | the terms of any mandatory or optional redemption, including the amount of any premium; |
| · | any repurchase or sinking fund provisions; |
| · | if other than the principal amount thereof, the portion of the principal amount of the debt securities payable upon acceleration or
redemption; |
| · | the currency or currencies in which they are denominated and in which we will make any payments; |
| · | whether the debt securities will be issued in whole or in part in the form of one or more global securities; |
| · | provisions, if any, for the exchange, modification or conversion of such debt securities, including, but not limited to, with respect
to senior debt securities, the terms, if any, on which such senior debt securities may or will be converted into or exchanged at our option
or otherwise for our stock or other securities or for stock or other securities of another entity or other entities, into a basket or
baskets of such securities, into an index or indices of such securities, into the cash value therefor or into any combination of the foregoing,
any specific terms relating to the adjustment thereof and the period during which such senior debt securities may or shall be so converted
or exchanged; |
| · | whether the amounts of payment of principal of and premium, if any, or interest, if any, on the debt securities may be determined
with reference to an index or are otherwise not fixed on the original issue date thereof, the manner in which such amounts shall be determined
and the calculation agent, if any, who will be appointed and authorized to calculate such amounts; |
| · | any modifications or additions to the events of default with respect to the debt securities offered; |
| · | any additional subordination terms with respect to the subordinated debt securities offered; |
| · | whether and under what circumstances, if other than those described in this prospectus, we will pay additional amounts on the debt
securities and whether, and on what terms, if other than those described in this prospectus, we may redeem the debt securities following
certain developments with respect to tax laws; |
| · | provisions relating to the exercise of the U.K. bail-in power by the relevant U.K. resolution authority; |
| · | any listing on a securities exchange; and |
| · | any other terms of the debt securities. |
In addition, the prospectus supplement will describe
the material U.S. federal and U.K. tax considerations that apply to any particular series of debt securities.
Debt securities may bear interest at a fixed rate
or a floating rate. We may sell any debt securities that bear no interest, or that bear interest at a rate that at the time of issuance
is below the prevailing market rate, at a discount to their stated principal amount.
Holders of debt securities shall have no voting
rights except those described under the heading “—Modification and Waiver” below.
If we
issue subordinated debt securities that, in each case, qualify as Tier 2 capital or other capital for regulatory purposes, the payment,
subordination, redemption, events of default and other terms may vary from those described in this prospectus and will be set forth in
the relevant prospectus supplement.
Payments
We will make any payments of interest and principal
on any particular series of debt securities on the dates and, in the case of payments of interest, at the rate or rates, that are set
out in, or that are determined by the method of calculation described in, the relevant prospectus supplement.
Subordinated Debt Securities
Unless the relevant prospectus supplement provides
otherwise, if we do not make a payment on a series of subordinated debt securities on any payment date, the obligation to make that payment
shall be deferred, if it is an interest payment, until the date upon which we pay a dividend on any class of our share capital and, if
it is a principal payment, until the first business day after the date that falls six months after the original payment date (a “Deferred
Payment Date”). If we fail to make a payment before the Deferred Payment Date, that failure shall not create a default or otherwise
allow any holder to sue us for the payment or take any other action. The relevant prospectus supplement will set forth the terms on which
the payment of interest and principal on the subordinated debt securities can be deferred and any other terms relating to payments on
subordinated debt securities.
Subordination
Senior Debt Securities
Unless the relevant prospectus supplement provides
otherwise, senior debt securities and coupons (if any) appertaining thereto constitute direct, unconditional, unsecured and unsubordinated
obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated
obligations, present and future, except such obligations as are preferred by operation of law.
Subordinated Debt Securities
Unless the relevant prospectus supplement provides
otherwise, in a winding-up, all payments on any series of subordinated debt securities will be subordinate to, and subject in right of
payment to the prior payment in full of, all claims of all creditors other than claims in respect of any liability that is, or is expressed
to be, subordinated, whether only in the event of a winding up or otherwise, to the claims of all or any creditors, in the manner provided
in the relevant subordinated debt indenture.
General
As a consequence of these subordination provisions,
if winding-up proceedings should occur, each holder of subordinated debt securities may recover less ratably than the holders of unsubordinated
liabilities. If, in any winding-up, the amount payable on any series of debt securities and any claims ranking equally with that series
are not paid in full, those debt securities and other claims ranking equally will share ratably in any distribution of assets in a winding-up
in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the debt
securities in any winding-up or liquidation, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might
be entitled only to a recovery in pounds respective amounts to which they are entitled. If any holder is entitled to any recovery with
respect to the debt securities in any winding-up or liquidation, the holder might not be entitled in those proceedings to a recovery in
U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.
Agreement with Respect to the Exercise of U.K. Bail-in Power
The debt securities may be subject to the exercise
of the U.K. bail-in power by the relevant U.K. resolution authority. As more fully set out in the relevant prospectus supplement, if the
U.K. bail-in power applies to the debt securities of a series, by its acquisition of the debt securities, each holder of such debt securities
will be bound by (a) the effect of the exercise of any U.K. bail-in power by the relevant U.K. resolution authority and (b) the variation
of the terms of debt securities or the relevant indenture, if necessary, to give effect to the exercise of any U.K. bail-in power by the
relevant U.K. resolution authority.
Additional Amounts
Unless the relevant prospectus supplement provides
otherwise, amounts to be paid on any series of debt securities will be made without deduction or withholding for, or on account of, any
and all present and future income, stamp and other taxes, levies, imposts, duties, charges or fees imposed, levied, collected, withheld
or assessed by or on behalf of the United Kingdom or any political subdivision thereof or authority thereof that has the power to tax
(a “U.K. taxing jurisdiction”), unless such deduction or withholding is required by law. If at any time a U.K. taxing jurisdiction
requires us to make such deduction or withholding, we will pay additional amounts with respect to the interest only on the debt securities
(“Additional Amounts”) that are necessary in order that the net amounts of interest paid to the holders of those debt securities,
after the deduction or withholding, shall equal the amounts of interest only which would have been payable on that series of debt securities
if the deduction or withholding had not been required. However, this will not apply to any such tax, levy, impost, duty, charge or fee
which would not have been deducted or withheld but for the fact that:
| · | the holder or the beneficial owner of the debt securities is a domiciliary, national or resident of, or engaging in business or maintaining
a permanent establishment or physically present in, a U.K. taxing jurisdiction or otherwise having some connection with the U.K. taxing
jurisdiction other than the holding or ownership of a debt security, or the collection of any payment of, or in respect of, principal
of, or any interest or other payment on, any debt security of the relevant series; |
| · | except in the case of a winding-up in the United Kingdom, the relevant debt security is presented (where presentation is required)
for payment in the United Kingdom; |
| · | the relevant debt security is presented (where presentation is required) for payment more than 30 days after the date payment became
due or was provided for, whichever is later, except to the extent that the holder would have been entitled to the Additional Amounts on
presenting the debt security for payment at the close of that 30 day period; |
| · | the holder or the beneficial owner of the relevant debt security or the beneficial owner of any payment of or in respect of principal
of, or any interest or other payment on, the debt security failed to comply with a request by us or our liquidator or other authorized
person addressed to the holder to provide information concerning the nationality, residence or identity of the holder or the beneficial
owner or to make any declaration or other similar claim to satisfy any requirement, which is required or imposed by a statute, treaty,
regulation or administrative practice of a U.K. taxing jurisdiction as a precondition to exemption from all or part of the tax, levy,
impost, duty, charge or fee; |
| · | the deduction or withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections
1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental
agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or
other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement; or |
| · | any combination of the above items, |
nor shall Additional Amounts be paid with respect
to any interest only on the debt securities to any holder who is a fiduciary or partnership or settlor with respect to such fiduciary
or a member of such partnership other than the sole beneficial owner of such payment to the extent such payment would be required by the
laws of any taxing jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been
the holder.
Whenever we refer in this prospectus and any prospectus
supplement, in any context, to the payment of interest on, or in respect of, any debt security of any series, we mean to include the payment
of Additional Amounts to the extent that, in the context, Additional Amounts are, were or would be payable.
Redemption of Senior Debt Securities
Tax Redemption of Senior Debt Securities
Unless the relevant prospectus supplement provides
otherwise, we will have the option to redeem the senior debt securities of any series, as a whole but not in part, upon not less than
30 nor more than 60 days’ notice to each holder of senior debt securities, on any interest payment date, at a redemption price equal
to 100% of their principal amount together with any accrued but unpaid interest, to the redemption date, or, in the case of discount securities,
their accreted face amount, together with any accrued interest, if, at any time, we determine that as a result of a change in or amendment
to the laws or regulations of a U.K. taxing jurisdiction, including any treaty to which it is a party, or any change in the application
or interpretation of those laws or regulations, including a decision of any court or tribunal which change or amendment becomes effective
or applicable on or after a date included in the terms of such senior debt securities:
| · | in making any payments on the particular series of senior debt securities, we have paid or will or would on the next interest payment
date be required to pay Additional Amounts; |
| · | the payment of interest on the next interest payment date in respect of any of the series of senior debt securities would be treated
as “a distribution” within the meaning of Chapter 2, Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any
statutory modification or reenactment of such Act; or |
| · | on the next interest payment date we would not be entitled to claim a deduction in respect of the payment of interest in computing
our U.K. taxation liabilities, or the value of such deduction to us would be materially reduced. |
Prior to the giving of any notice of redemption,
we must deliver to the trustee (i) a written legal opinion of independent United Kingdom counsel of recognized standing selected by us
in a form satisfactory to the trustee confirming that the relevant change or amendment has occurred and that we are entitled to exercise
its right of redemption; and (ii) an officer’s certificate, evidencing compliance with such provisions and stating that we are entitled
to redeem the senior debt securities pursuant to the terms of such senior debt securities.
Optional Redemption of Senior Debt Securities
The relevant prospectus supplement will specify
whether or not the relevant issuer may redeem the senior debt securities of any series, in whole or in part, at its option, including
any conditions to its right to exercise such option, in any other circumstances and, if so, the prices and any premium at which and the
dates on which it may do so. Any notice of redemption of senior debt securities of any series will state, among other items:
| · | the relevant regular record date or special record date; |
| · | the amount of senior debt securities to be redeemed if less than all of the outstanding senior debt securities of any series is to
be redeemed; |
| · | that, the redemption price will become due and payable on the redemption date and, if applicable, that interest will cease to accrue
on such date; |
| · | the place or places at which such senior debt securities are to be surrendered for payment of the redemption price; and |
| · | the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to the senior debt securities being redeemed. |
In the case of a partial redemption, the trustee
shall select the senior debt securities to be redeemed in any manner which it deems fair and appropriate, and consistent with the rules
and regulations of the applicable clearing system.
We or any of our respective subsidiaries may at
any time and from time to time purchase senior debt securities of any series in the open market or by tender (available to each holder
of senior debt securities of the relevant series) or by private agreement, if applicable law permits. Any senior debt securities of any
series that we purchase beneficially for our account, other than in connection with dealing in securities, will be treated as cancelled
and will no longer be issued and outstanding.
Redemption of Subordinated Debt Securities
Any terms of the redemption of any series of subordinated
debt securities, whether at our option or upon the occurrence of certain events (including, but not be limited to, the occurrence of certain
tax or regulatory events), will be set forth in the relevant prospectus supplement.
Under existing PRA requirements, we may not make
any redemption or repurchase of certain debt securities beneficially for our own account, other than a repurchase in connection with dealing
in securities, unless, among other things, prior notice to the PRA is given and, in certain circumstances, the PRA has consented or given
its permission in advance. The PRA (or any successor thereto) may impose conditions on any redemption or repurchase, all of which will
be set out in the accompanying prospectus supplement with respect to any series of debt securities.
Modification and Waiver
We and the trustee may make certain modifications
and amendments to the applicable indenture with respect to any series of debt securities without the consent of the holders of the debt
securities. Other modifications and amendments may be made to the indenture with the consent of the holder or holders of not less than
a majority, or in the case of subordinated debt securities, two-thirds, in aggregate outstanding principal amount of the debt securities
of the series outstanding under the indenture that are affected by the modification or amendment, voting as one class. However, no modifications
or amendments may be made without the consent of the holder of each debt security affected that would:
| · | change the stated maturity of the principal amount of any debt security; |
| · | reduce the principal amount of, the interest rates on, or any premium payable upon the redemption of, with respect to, any debt security; |
| · | reduce the amount of principal of discount securities that would be due and payable upon an acceleration of their maturity date; |
| · | change any obligation to pay Additional Amounts; |
| · | change the currency of payment; |
| · | impair the right to institute suit for the enforcement of any payment due and payable; |
| · | reduce the percentage in aggregate principal amount of outstanding debt securities of any series necessary to modify or amend the
relevant indenture or to waive compliance with certain provisions of the relevant indenture and any Senior Debt Security Event of Default,
Subordinated Debt Security Event of Default or Subordinated Debt Security Default (as such terms are defined below); |
| · | modify the subordination provisions or change the terms of our obligations in respect of the due and punctual payment of the amounts
due and payable on the debt securities in a manner adverse to the holders; or |
| · | modify any of the above requirements. |
In addition, variations in the terms and conditions
of our subordinated debt securities of any series, including modifications relating to subordination, redemption, a Subordinated Debt
Security Event of Default, or Subordinated Debt Security Default (as such terms are defined below) as described in the relevant prospectus
supplement, may require the permission of, or consent from, the PRA.
Events of Default; Default; Limitation of Remedies
Senior Debt Security Event of Default
Unless the relevant prospectus supplement provides
otherwise, a “Senior Debt Security Event of Default” with respect to any series of senior debt securities shall result if:
| · | LBG does not pay any principal or interest on any senior debt securities of that series within 14 days from the due date for payment
and the principal or interest has not been duly paid within 14 days following written notice from the trustee or from holders of 25% in
aggregate principal amount of the outstanding senior debt securities of that series to LBG requiring the payment to be made. It shall
not, however, be a Senior Debt Security Event of Default if during the 14 days after the notice, LBG delivers a written opinion of legal
advisors, who may be an employee of, or legal advisors for, LBG or other legal advisors, to the trustee, such opinion to be acceptable
to the trustee (“Opinion of Counsel”), concluding that such sums were not paid in order to comply with a law, regulation or
order of any court of competent jurisdiction; provided however, that the trustee may by notice to LBG require LBG to take such action
(including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the trustee may be advised in an
Opinion of Counsel, upon which opinion the trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve
such doubt, in which case LBG will forthwith take and expeditiously proceed with such action and will be bound by any final resolution
of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating
any applicable law, regulation or order, then such payment will become due and payable on the expiration of 14 days after the trustee
gives written notice to LBG informing it of such resolution. The foregoing shall not otherwise be deemed to impair the right of any holder
to receive payment of the principal of and interest on any such security or to institute suit for the enforcement of any such payment; |
| · | LBG defaults in the performance or breaches, any covenant or warranty of the senior debt indenture (other than as stated above with
respect to payments when due) and that breach has not been remedied within 60 days of receipt of a written notice from (i) the trustee
certifying that in its opinion the breach is materially prejudicial to the interests of the holders of the senior debt securities of that
series and requiring the breach to be remedied or (ii) holders of at least 25% in outstanding principal amount of the senior debt securities
of that series requiring the breach to be remedied; or |
| · | either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’
resolution is validly adopted, for the winding-up of LBG (other than under or in connection with a scheme of reconstruction, merger or
amalgamation not involving bankruptcy or insolvency). |
If a Senior Debt Security Event of Default occurs
and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the senior outstanding debt securities
of that series may at their discretion declare the outstanding senior debt securities of that series to be due and repayable immediately
(and the senior debt securities of that series shall thereby become due and repayable) at their principal amount (or at such other repayment
amount as may be specified in or determined in accordance with the relevant prospectus supplement and in the case of original issue discount
securities, the accreted face amount) together with accrued interest, if any, as provided in the prospectus supplement. However, after
such declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in
aggregate principal amount of the outstanding senior debt securities of the series may rescind or annul the declaration of acceleration
and its consequences, but only if all Senior Debt Security Events of Default have been cured or waived and all payments due, other than
those due as a result of acceleration, have been made. The trustee may at its discretion and without further notice institute such proceedings
as it may think suitable, against LBG to enforce payment. Notwithstanding any contrary provisions, nothing shall impair the right of a
holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the senior debt securities.
Unless the relevant prospectus supplement provides
otherwise, by accepting a senior debt security, each holder will be deemed to have waived any right of set-off, counterclaim or combination
of accounts with respect to the senior debt securities or the applicable indenture that they might otherwise have against LBG whether
before or during the winding-up of LBG.
Subordinated Debt Security Events of Default
Unless the relevant prospectus supplement provides
otherwise, a “Subordinated Debt Security Event of Default” with respect to any series of subordinated debt securities of LBG
shall result if either:
| · | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or |
| · | an effective shareholders’ resolution is validly adopted for the winding-up of LBG other than under or in connection with a
scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency. |
The exercise of any U.K. bail-in power by the
relevant U.K. resolution authority shall not constitute a Subordinated Debt Security Event of Default.
If a Subordinated Debt Security Event of Default
occurs and is continuing, the trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding subordinated
debt securities of each series may declare to be due and payable immediately in accordance with the terms of the indenture the principal
amount of, any accrued but unpaid payments (or, in the case of original issue discount securities, the accreted face amount, together
with any accrued interest), including any deferred interest on the subordinated debt securities of the series. However, after such declaration
but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal
amount of the outstanding subordinated debt securities of the series may rescind or annul the declaration of acceleration and its consequences,
but only if all Subordinated Debt Security Events of Default have been cured or waived and all payments due, other than those due as a
result of acceleration, have been made.
Subordinated Debt Security Defaults
In addition to Subordinated Debt Security Events
of Default, the subordinated debt indentures also separately provide for Subordinated Debt Security Defaults. Unless the relevant prospectus
supplement provides otherwise, it shall be a “Subordinated Debt Security Default” with respect to any series of subordinated
debt securities if:
| · | any installment of interest upon any subordinated debt security of that series is not paid on or before its deferred payment date
or such other date specified for its payment in the subordinated debt indentures and such failure continues for 14 days; or |
| · | all or any part of the principal of any subordinated debt security of that series is not paid on its deferred payment date, or when
it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Subordinated Debt Security Default occurs
and is continuing, the trustee may commence a proceeding in Scotland (but not elsewhere) for the winding-up of LBG.
However, a failure to make any payment on a series
of subordinated debt securities shall not be a Subordinated Debt Security Default if it is withheld or refused in order to comply with
any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG delivers an Opinion of Counsel
to the trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers.
Notwithstanding any contrary provisions, nothing
shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the subordinated
debt securities.
Unless the relevant prospectus supplement provides
otherwise, by accepting a subordinated debt security, each holder and the trustee will be deemed to have waived any right of set-off,
counterclaim or combination of accounts with respect to the subordinated debt security or the applicable indenture (or between obligations
which LBG may have under or in respect of any subordinated debt security and any liability owed by a holder or the trustee to LBG) that
they might otherwise have against LBG, whether before or during the winding-up or liquidation of LBG.
Events of Default and Defaults–General
Subject to certain exceptions, such as in the
case of a default in the payment of the principal (or premium, if any) or interest on a senior debt security, the trustee may, without
the consent of the holders, waive or authorize a Senior Debt Security Event of Default, provided that in the opinion of the trustee, the
interests of the holders shall not be materially prejudiced thereby and provided further that the trustee shall not exercise any powers
conferred on it in contravention of any notice in writing to LBG and the trustee of a declaration described in “—Senior Debt
Security Event of Default” above but so that no such notice shall affect any waiver or authorization previously given or made.
The holder or holders of not less than a majority
in aggregate principal amount of the outstanding debt securities of any series may waive any past Senior Debt Security Event of Default,
Subordinated Debt Security Event of Default or Subordinated Debt Security Default with respect to the series, except a Senior Debt Security
Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default, in respect of the payment of interest,
if any, or principal of (or premium, if any) or payments on any debt security or a covenant or provision of the indenture which cannot
be modified or amended without the consent of each holder of debt securities of such affected series.
Subject to the provisions of the applicable indenture
relating to the duties of the trustee, if a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated
Debt Security Default occurs and is continuing with respect to the debt securities of any series, the trustee will be under no obligation
to any holder or holders of the debt securities of the series, unless they have offered reasonable indemnity to the trustee. Subject to
the indenture provisions for the indemnification of the trustee, the holder or holders of a majority in aggregate principal amount of
the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the trustee, or exercising any trust or power conferred on the trustee with respect to the series, if the direction
is not in conflict with any rule of law or with the applicable indenture and does not expose the trustee to undue risk and the action
would not be unjustly prejudicial to the holder or holders of any debt securities of any series not taking part in that direction. The
trustee may take any other action that it deems proper which is not inconsistent with that direction.
The indentures provide that the trustee will,
within 90 days after the occurrence of a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated
Debt Security Default with respect to the debt securities of any series, give to each holder of the debt securities of the affected series
notice of the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default
known to it, unless the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security
Default, has been cured or waived; provided that the trustee shall be protected in withholding notice (except for a payment default) if
it determines in good faith that withholding notice is in the interest of the holders of the debt securities of the affected series.
We are required to furnish to the trustee a statement
as to our compliance with all conditions and covenants under the indenture (i) annually, and (ii) within five Business Days of a written
request from the trustee.
Consolidation, Merger and Sale of Assets; Assumption
We may, without the consent of the holders of
any of the debt securities, consolidate or amalgamate with, merge into or transfer or lease our assets substantially as an entirety to
any person, provided that any successor corporation formed by any consolidation or amalgamation or into which we are merged, or any transferee
or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture,
our obligations on the debt securities, and under the applicable indenture, immediately after giving effect to such transaction, no event
of default or default shall have occurred and be continuing, and we procure the delivery of a customary officer’s certificate and
legal opinion providing that the conditions precedent to the transaction have been complied with.
Governing Law
The debt securities and the indentures will be
governed by and construed in accordance with the laws of the State of New York, except that, as the indentures specify, the subordination
provisions relating to each series of debt securities issued by LBG in the relevant indenture will be governed and construed in accordance
with the laws of Scotland.
Notices
All notices to holders of registered debt securities
shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the registers maintained
by the trustee.
The Trustee
The Bank of New York Mellon, acting through its
London Branch, One Canada Square, London E14 5AL, is the trustee under the indentures. The trustee shall have and be subject to all the
duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act of 1939, as amended (“TIA”).
Subject to the provisions of the TIA, the trustee is under no obligation to exercise any of the powers vested in it by the indentures
at the request of any holder of notes, unless offered reasonable indemnity or security deemed satisfactory to the trustee in its sole
discretion, by the holder against the costs, expense and liabilities which might be incurred thereby. LBG and certain members of the Group
maintain deposit accounts and conduct other banking transactions with The Bank of New York Mellon in the ordinary course of our business.
The Bank of New York Mellon under a nominee name is also the book-entry depositary with respect to certain of our debt securities and
the depositary with respect to the ADSs representing certain of our ordinary shares.
Consent to Service of Process
Under the indentures, LBG irrevocably designates
Kelvina Smith, Chief Legal Officer, Lloyds Securities Inc. and Deputy Chief Legal Officer, North America, Lloyds Bank Corporate Markets
plc (or any successor thereto), currently of 1095 Avenue of the Americas, New York, NY 10036, as the authorized agent for service of process
in any legal action or proceeding arising out of or relating to the indentures or any debt securities brought in any federal or state
court in the Borough of Manhattan, in The City of New York, New York and LBG irrevocably submits to the jurisdiction of those courts.
DESCRIPTION OF
CAPITAL SECURITIES
The following is a summary of the general terms
of the capital securities we may issue under this registration statement. Each time that capital securities are issued, a prospectus supplement
will be filed with the SEC, which you should read carefully. The prospectus supplement will summarize specific financial terms of your
security and may contain additional terms of those capital securities. The terms presented here, together with the terms contained in
the prospectus supplement, will be a description of the material terms of the capital securities, but if there is any inconsistency between
the terms presented here and those in the prospectus supplement, those in the prospectus supplement will apply and will replace those
presented here. Therefore, the statements we make below in this section may not apply to your capital security. Capital securities will
be issued under an indenture. The indenture is a contract between us and The Bank of New York Mellon, as trustee. The indenture does not
limit our ability to incur additional indebtedness, including the issuance of further capital securities. You should also read the indenture
and any related supplemental indenture establishing such capital securities, which we have filed with the SEC as exhibits to the registration
statement of which this prospectus is a part.
General
Capital securities mean our subordinated convertible
debt securities mandatorily convertible into our ordinary shares on the occurrence of certain events. The capital securities are not deposits
and are not insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other government agency of the U.S. or the
U.K.
We may issue capital securities in one or more
series. The relevant prospectus supplement for any particular series of capital securities will describe the terms of the offered capital
securities, including some or all of the following terms:
| · | the specific designation, authorized denomination and aggregate principal amount of the capital securities; |
| · | whether the capital securities are intended to qualify for regulatory capital treatment as additional tier 1 capital or otherwise; |
| · | whether such capital securities will be dated capital securities with a specified maturity date or undated capital securities with
no specified maturity date; |
| · | the annual interest rate or rates, or how to calculate the interest rate or rates; |
| · | the date or dates from which interest, if any, will accrue or the method, if any, by which such date or dates will be determined; |
| · | whether the payment of interest can or must be deferred or cancelled in certain circumstances or at our option, whether the payment
of principal can be deferred and the subordination terms; |
| · | the price or prices at which they will be issued; |
| · | whether and how the capital securities may or must be converted into our ordinary shares or any other type of securities, or their
cash value, or a combination of these, including upon the occurrence of certain events that may give rise to such conversion; |
| · | whether payments are subject to certain conditions that relate to our financial condition, including our capital ratios; |
| · | the times and places for payment of the principal of and any premium, if any, and/or interest, if any, on the capital securities; |
| · | the terms and conditions of any mandatory or optional redemption, including the amount of any premium; |
| · | any modifications or additions to the events of default with respect to the capital securities offered; |
| · | the terms and conditions, if any, under which we may elect to substitute or vary the terms of the capital securities; |
| · | the currency or currencies in which they are denominated and in which we will make any payments; |
| · | any index used to determine the amount of any payments on the capital securities; |
| · | any restrictions that apply to the offer, sale and delivery of the capital securities; |
| · | whether and under what circumstances, if other than those described in this prospectus, we will pay additional amounts on the capital
securities following certain developments with respect to withholding tax or information reporting laws and whether, and on what terms,
if other than those described in this prospectus, we may redeem the capital securities following those developments; |
| · | any listing on a securities exchange; |
| · | provisions relating to the exercise of the U.K. bail-in power by the relevant U.K. resolution authority; and |
| · | any other or different terms of the capital securities. |
In addition, the prospectus supplement will describe
the material U.S. federal and U.K. tax considerations that apply to any particular series of capital securities.
Capital securities may bear interest at a fixed
rate or a floating rate. We may also sell capital securities that bear no interest, or that bear interest at a rate that at the time of
issuance is below the prevailing market rate, at a discount to their stated principal amount.
Holders of capital securities shall have no voting
rights except those described under the heading “—Modification and Waiver” below, unless and until such capital securities
are converted into our ordinary shares, in which case holders will have the voting rights described under “Description of Ordinary
Shares—Voting Rights”.
If we issue subordinated capital securities
that qualify as Additional Tier 1 or Tier 2 capital or other capital for regulatory purposes, the payment, subordination, redemption,
events of default and other terms may vary from those described in this prospectus and will be set forth in the relevant prospectus supplement.
Agreement with Respect to the Exercise of U.K. Bail-in Power
The capital securities may be subject to the exercise
of the U.K. bail-in power by the relevant U.K. resolution authority. As more fully set out in the relevant prospectus supplement, if the
U.K. bail-in power applies to the capital securities of a series, by its acquisition of the capital securities, each holder of such capital
securities will be bound by (a) the effect of the exercise of any U.K. bail-in power by the relevant U.K. resolution authority and (b)
the variation of the terms of capital securities or the relevant indenture, if necessary, to give effect to the exercise of any U.K. bail-in
power by the relevant U.K. resolution authority.
Payments
We will make any payments of interest and principal,
on any particular series of capital securities on the dates and, in the case of payments of interest, at the rate or rates, that we set
out in, or that are determined by the method of calculation described in, the relevant prospectus supplement. The relevant prospectus
supplement may provide that we are not obligated to make payments of principal or interest on any scheduled payment date, that interest
payments may or must be cancelled or deemed cancelled, in whole or in part, and that any such cancellation or deemed cancellation will
not create a default or an event of default under the capital securities indenture.
Subordination
Each capital security will constitute our direct,
unsecured and subordinated obligations, ranking equally without any preference among capital securities of the same series. The rights
and claims of the holders of any series of capital securities will be subordinated as described in the relevant prospectus supplement
with respect to such series. The relevant prospectus supplement will set forth the nature of the subordinated ranking of each series of
capital securities relative to the debt and equity issued by us, including to what extent the capital securities may rank junior in right
of payment to our other obligations or in any other manner.
Additional Amounts
Unless the relevant prospectus supplement provides
otherwise, amounts on any series of capital securities will be paid by us without withholding or deduction for or on account of any present
or future tax, duty, assessment or governmental charge of whatsoever nature imposed, levied, collected, withheld or assessed by or on
behalf of the U.K. taxing jurisdiction, unless such withholding or deduction is required by law. If at any time a U.K. taxing jurisdiction
requires us to make such deduction or withholding of any such tax, duty, assessment or governmental charge, unless the relevant prospectus
supplement provides otherwise, we will pay such additional amounts in respect of payments of interest, if any, on any series of capital
securities (“Additional Amounts”) as may be necessary in order that the net amounts paid to the holders of the capital securities,
after such deduction or withholding, shall equal the respective amounts of interest, if any, which would have been payable in respect
of such capital securities had no such deduction or withholding been required. However, no such Additional Amounts will be payable with
respect to any capital security:
| · | held by or on behalf of any holder who is liable to such tax, duty, assessment or governmental charge in respect of such capital security
by reason of such holder having some connection with the United Kingdom other than the mere holding of such capital security; |
| · | to, or to a third party on behalf of, a holder if such withholding or deduction may be avoided by complying with any statutory requirement
or by making a declaration of non-residence or other similar claim for exemption to any authority of or in the United Kingdom, unless
such holder proves that he is not entitled so to comply or to make such declaration or claim; |
| · | to, or to a third party on behalf of, a holder that is a partnership, or a holder that is not the sole beneficial owner of the capital
security, or which holds the capital security in a fiduciary capacity, to the extent that any of the members of the partnership, the beneficial
owner or the settlor or beneficiary with respect to the fiduciary would not have been entitled to the payment of an additional amount
had each of the members of the partnership, the beneficial owner, settlor or beneficiary (as the case may be) received directly its beneficial
or distributive share of the payment; |
| · | presented or surrendered for payment more than 30 days after the date payment became due or was provided for, except to the extent
that the Holder thereof would have been entitled to such Additional Amounts on presenting or surrendering the same for payment at the
expiry of such period of 30 days; or |
| · | any combination of the above. |
Whenever this prospectus or the relevant prospectus
supplement mentions, in any context, the payment of interest on, or in respect of, any capital security of any series such mention shall
be deemed to include mention of the payment of Additional Amounts provided for in this “Additional Amounts” section to the
extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this section
and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention
is not made.
Redemption
Any terms of the redemption of any series of capital
securities, whether at our option or upon the occurrence of certain events (including, but not be limited to, the occurrence of certain
tax or regulatory events), will be set forth in the relevant prospectus supplement.
Modification and Waiver
We and the trustee may make certain modifications
and amendments to the applicable indenture with respect to any series of capital securities without the consent of the holders of such
capital securities. Other modifications and amendments may be made to the applicable indenture with the consent of not less than 2/3 (two
thirds) in aggregate outstanding principal amount of the capital securities of the series outstanding under the indenture that are affected
by the modification or amendment, voting as one class. However, no modifications or amendments may be made without the consent of the
holder of each capital security affected that would:
| · | change the stated maturity, if any, of any principal amount or any interest amounts of any capital security; |
| · | change the terms of any capital security to include a stated maturity date; |
| · | reduce the principal amount of, the interest rates of, any premium payable upon the redemption of or the amount of principal of an
original issue discount security that would be due and payable upon an acceleration of the maturity of any capital security, other than
as permitted under the applicable indenture; |
| · | change our (or any successor’s) obligation to pay Additional Amounts; |
| · | change the currency of payment; |
| · | impair the right to institute suit for the enforcement of any payment due and payable (or, in the case of a redemption or exchange,
on or after the redemption date or the exchange date, as the case may be); |
| · | reduce the percentage in aggregate principal amount of outstanding capital securities of the series necessary to modify or amend the
applicable indenture or to waive compliance with certain provisions of the applicable indenture; |
| · | modify the subordination provisions or the terms and conditions of our obligations in respect of the due and punctual payment of amounts
due and payable on the capital securities in a manner adverse to the holders; or |
| · | modify any of the above requirements. |
In addition, unless the relevant prospectus supplement
provides otherwise, any variations in the terms and conditions of the capital securities of any series, including modifications relating
to the subordination or redemption provisions of such capital securities, may require the permission of, or consent from, the PRA.
Events of Default; Limitation of Remedies
Events of Default
Unless the relevant prospectus supplement provides
otherwise, an “Event of Default” with respect to any series of capital securities shall result if either:
| · | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days, or |
| · | an effective shareholders’ resolution is validly adopted, for our winding-up, other than under or in connection with a scheme
of amalgamation or reconstruction not involving a bankruptcy or insolvency. |
If an Event of Default provided for in a supplemental
indenture for any series of capital securities, occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal
amount of the outstanding capital securities of each series may declare the principal amount, together with accrued interest (if any)
and Additional Amounts (if any), payable on such capital securities, of all the capital securities of that series to be due and payable
immediately, by a notice in writing to us, and upon such declaration such amount shall become immediately due and payable. However, after
such declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in
aggregate principal amount of the outstanding capital securities of the series may rescind or annul such declaration of acceleration and
its consequences, but only if all Events of Default have been cured or waived and all payments due, other than those due as a result of
acceleration, have been made.
By accepting a capital security, each holder and
the trustee will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the capital security
or the indenture (or between obligations which LBG may have under or in respect of any capital security and any liability owed by a holder
or the trustee to us) that they might otherwise have against us, whether before or during our winding-up.
Events of Default—General
Except as otherwise specified in the relevant
supplemental indenture with respect to a series of capital securities, the holder or holders of not less than a majority in aggregate
principal amount of the outstanding capital securities of any series may waive any past Event of Default with respect to the series, except
an Event of Default in respect of the payment of principal of any capital security or in respect of a Winding-Up or Administration Event
(as defined below). A “Winding-Up or Administration Event” means (i) an order is made, or an effective resolution is passed,
for the winding-up of LBG (except in any such case, a solvent winding-up solely for the purposes of a reorganization, reconstruction or
amalgamation of LBG or the substitution in place of LBG of a successor in the business of LBG, the terms of which (i) have previously
been approved in writing by holders of not less than 2/3 (two thirds) in aggregate principal amount of the capital securities and (ii)
do not provide that the capital securities shall thereby become redeemable or repayable in accordance with their terms); or (ii) the appointment
of an administrator of LBG and such administrator gives notice that it intends to declare and distribute a dividend.
Upon any such waiver, such Event of Default will
cease to exist, and any such Event of Default with respect to any series arising therefrom will be deemed to have been cured and not to
have occurred; provided that no such waiver will extend to any subsequent or other Event of Default or impair any right consequent thereon.
Subject to the indenture provisions for the indemnification
of the trustee and the provisions of any supplemental indenture establishing any series of capital securities, the holder or holders of
a majority in aggregate principal amount of the outstanding capital securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the
trustee with respect to the series, if the direction is not in conflict with any rule of law or with the indenture and the trustee does
not determine that the action would be unjustly prejudicial to the holder or holders of any capital securities of any series not taking
part in that direction. The trustee may take any other action that it deems proper which is not inconsistent with that direction.
The indenture provides that the trustee will,
within 90 days after the occurrence of an Event of Default with respect to the capital securities of any series, give to each holder of
the capital securities of the affected series notice of the Event of Default known to it, unless the Event of Default has been cured or
waived. However, the trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the
interest of the holders.
We are required to furnish to the trustee annually
and within five business days of a written request from the trustee, a statement as to our compliance with all conditions and covenants
under the indenture.
Limitation on Suits
No holder of capital securities will be entitled
to proceed directly against us, except as described below.
Subject to any further limitations provided in
the relevant prospectus supplement and supplemental indenture establishing any series of capital securities, before a holder of the capital
securities may bypass the trustee and bring its own lawsuit or other formal legal action or take other steps to enforce its rights or
protect its interests relating to the capital securities, the following must occur:
| · | The holder must give the trustee written notice that a continuing Event of Default has occurred and remains uncured. |
| · | The holders of not less than 25% in aggregate principal amount of outstanding capital securities of the relevant series must make
a written request that the trustee institute proceedings because of the Event of Default, and the holder must offer indemnity satisfactory
to the trustee against the costs, expenses and liabilities to be incurred in compliance with such request. |
| · | The trustee must not have taken action for 60 days after receipt of the above notice and offer of security or indemnity, and the trustee
must not have received an inconsistent direction from the majority in principal amount of all outstanding capital securities of the relevant
series during that period. |
Notwithstanding any other provision of the capital
securities indenture or the capital securities, the right of any holder of capital securities to receive payment of the principal of (and
premium, if any, on), and interest on, the capital securities, on or after the due dates thereof or to institute suit for the enforcement
of any such payment on or after such respective dates, will not be impaired or affected without the consent of such holder.
Consolidation, Merger and Sale of Assets; Assumption
We may, without the consent of the holders of
any of the capital securities, consolidate or amalgamate with, merge into or transfer or lease our assets substantially as an entirety
to any person, provided that any successor corporation formed by any consolidation or amalgamation or into which we are merged, or any
transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental
indenture, our obligations on the capital securities and under the applicable indenture, immediately after giving effect to such transaction
no event of default and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and
be continuing, and we procure the delivery of a customary officer’s certificate and legal opinion providing that the conditions
precedent to the transaction have been complied with.
Governing Law
The capital securities and the indenture will
be governed by and construed in accordance with the laws of the State of New York, except that, as the indentures specify, the subordination
provisions of each series of capital securities and the indenture will be governed by and construed in accordance with the laws of Scotland.
Notices
All notices to holders of registered capital securities
shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the register maintained
by the trustee.
The Trustee
The Bank of New York Mellon, acting through its
London Branch, One Canada Square, London E14 5AL, is the trustee under the indentures with respect to the capital securities. The trustee
shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the TIA. Subject
to the provisions of the TIA, the trustee is under no obligation to exercise any of the powers vested in it by the indenture at the request
of any holder of capital securities, unless offered indemnity satisfactory to the Trustee in its sole discretion by the holder against
the costs, expense and liabilities which might be incurred thereby. We and certain of our subsidiaries maintain deposit accounts and conduct
other banking transactions with The Bank of New York Mellon in the ordinary course of our business. The Bank of New York Mellon is also
the book-entry depositary and paying agent with respect to our capital securities. The Bank of New York Mellon is the depositary with
respect to the American Depositary Shares representing our ordinary shares.
Consent to Service of Process
Under the indenture, LBG irrevocably designates
Kelvina Smith, Chief Legal Officer, Lloyds Securities Inc. and Deputy Chief Legal Officer, North America, Lloyds Bank Corporate Markets
plc (or any successor thereto), currently of 1095 Avenue of the Americas, New York, NY 10036, as the authorized agent for service of process
in any legal action or proceeding arising out of or relating to the indenture or any capital securities brought in any federal or state
court in the Borough of Manhattan, in The City of New York, New York and LBG irrevocably submits to the jurisdiction of those courts.
DESCRIPTION OF
CERTAIN PROVISIONS RELATING TO DEBT SECURITIES AND CAPITAL SECURITIES
Form of Debt Securities and Capital Securities; Book-Entry System
General
Unless the relevant prospectus supplement states
otherwise, the debt securities and capital securities shall initially be represented by one or more global securities in registered form,
without coupons attached, and will be deposited with or on behalf of one or more depositaries, including, without limitation, The Depository
Trust Company (“DTC”), Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream
Luxembourg”), and will be registered in the name of such depositary or its nominee. Unless and until the debt securities or capital
securities, as applicable, are exchanged in whole or in part for other securities under the terms of the applicable indenture or the global
securities are exchanged for definitive securities, the global securities may not be transferred except as a whole by the depositary to
a nominee or a successor of the depositary.
Special procedures to facilitate clearance and
settlement have been established among these clearing systems to trade securities across borders in the secondary market. Where payments
for securities we issue in global form will be made in U.S. dollars, these procedures can be used for cross-market transfers and the securities
will be cleared and settled on a delivery against payment basis. Cross-market transfers of securities that are not in global form may
be cleared and settled in accordance with other procedures that may be established among the clearing systems for these securities.
The debt securities and capital securities may
be accepted for clearance by DTC, Euroclear and Clearstream Luxembourg.
Neither we nor the trustee nor any of our or their
agents has any responsibility for any aspect of the actions of DTC, Euroclear or Clearstream Luxembourg or any of their direct or indirect
participants. Neither we nor the trustee nor any of our or their agents has any responsibility for any aspect of the records kept by DTC,
Euroclear or Clearstream Luxembourg or any of their direct or indirect participants. Neither we nor the trustee nor any of our or their
agents supervise these systems in any way. This is also true for any other clearing system indicated in a prospectus supplement.
DTC, Euroclear or Clearstream Luxembourg and their
participants perform these clearance and settlement functions under agreements they have made with one another or with their customers.
Investors should be aware that DTC, Euroclear or Clearstream Luxembourg and their participants are not obligated to perform these procedures
and may modify them or discontinue them at any time.
The description of the clearing systems in this
section reflects our understanding of the rules and procedures of DTC, Euroclear or Clearstream Luxembourg as they are currently in effect.
Those systems could change their rules and procedures at any time.
So long as the depositary, or its nominee, is
the holder of a global security, the depositary or its nominee will be considered the sole holder of such global security for all purposes
under the indentures. Except as described below under the heading “—Issuance of Definitive Securities”, no participant,
indirect participant or other person will be entitled to have debt securities or capital securities, as applicable, registered in its
name, receive or be entitled to receive physical delivery of debt securities or capital securities, as applicable, in definitive form
or be considered the owner or holder of the debt securities or capital securities, as applicable, under the indentures. Each person having
an ownership or other interest in debt securities or capital securities, as applicable, must rely on the procedures of the depositary,
and, if a person is not a participant in the depositary, must rely on the procedures of the participant or other securities intermediary
through which that person owns its interest to exercise any rights and obligations of a holder under the indentures, the debt securities
or capital securities, as applicable.
Payments on Global Securities
Payments of any amounts in respect of any global
securities will be made by the trustee to the depositary. Payments will be made to beneficial owners of debt securities or capital securities,
as applicable, in accordance with the rules and procedures of the depositary or its direct and indirect participants, as applicable. We,
the trustee and any of our and their agents will not have any responsibility or liability for any aspect of the records of any securities
intermediary in the chain of intermediaries between the depositary and any beneficial owner of an interest in a global security, or the
failure of the depositary or any intermediary to pass through to any beneficial owner any payments that we make to the depositary.
The Clearing Systems
DTC, Euroclear and Clearstream Luxembourg have
advised us as follows:
DTC. DTC, the world’s largest securities
depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of
the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). DTC holds and provides asset servicing for over 3.5 million
issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries)
that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among
Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers
and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct
Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is
the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered
clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such
as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain
a custodial relationship with a Direct Participant, either directly or indirectly. The DTC rules applicable to its participants are on
file with the SEC.
Euroclear. Euroclear holds securities for
its participants and clears and settles transactions between its participants through simultaneous electronic book-entry delivery against
payment, thus eliminating the need for physical movement of certificates. Euroclear provides various other services, including safekeeping,
administration, clearance and settlement and securities lending and borrowing, and interfaces with domestic markets in several countries.
Euroclear is operated by Euroclear Bank, under contract with Euroclear plc, a U.K. corporation. Euroclear Bank conducts all operations,
and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with Euroclear Bank, not Euroclear plc. Euroclear
plc establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks),
securities brokers and dealers and other professional financial intermediaries and may include any underwriters for the debt securities
or contingent convertible securities, as applicable. Indirect access to Euroclear is also available to other firms that clear through
or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect participant
in DTC. Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System (collectively, the “Euroclear Terms and Conditions”), and applicable
law. The Euroclear Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from
Euroclear, and receipts of payments with respect to securities in Euroclear.
Clearstream Luxembourg. Clearstream Luxembourg
is incorporated under the laws of The Grand Duchy of Luxembourg as a société anonyme and is subject to regulation
by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream
Luxembourg is owned by Deutsche Börse AG, a publicly traded company. Clearstream Luxembourg holds securities for its participants
and facilitates the clearance and settlement of securities transactions among its participants through electronic book-entry changes in
accounts of its participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg provides to its
participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities
and securities lending and borrowing. Clearstream Luxembourg interfaces with domestic markets in several countries.
Clearstream Luxembourg’s customers include
worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include professional financial intermediaries.
Its U.S. customers are limited to securities brokers, dealers and banks. Indirect access to the Clearstream Luxembourg system is also
available to others that clear through Clearstream Luxembourg customers or that have custodial relationships with its customers, such
as banks, brokers, dealers and trust companies. Clearstream Luxembourg is an indirect participant in DTC. Clearstream Luxembourg has established
an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream Luxembourg and Euroclear. Distributions with
respect to the securities held beneficially through Clearstream Luxembourg are credited to cash accounts of Clearstream Luxembourg customers
in accordance with its rules and procedures, to the extent received by Clearstream Luxembourg.
Other Clearing Systems. We may choose any
other clearing system for a particular series of securities. The clearance and settlement procedures for the clearing system we choose
will be described in the applicable prospectus supplement.
Primary Distribution
The distribution of debt securities and capital
securities will be cleared through one or more of the clearing systems that we have described above or any other clearing system that
is specified in the applicable prospectus supplement. Payment for debt securities and capital securities will be made on a delivery versus
payment or free delivery basis. These payment procedures will be more fully described in the applicable prospectus supplement.
Clearance and settlement procedures may vary from
one series of debt securities and capital securities, as applicable, to another according to the currency that is chosen for the specific
series of debt securities or capital securities. Customary clearance and settlement procedures are described below.
We will submit applications to the relevant system
or systems for the debt securities and capital securities to be accepted for clearance. The clearance numbers that are applicable to each
clearance system will be specified in the applicable prospectus supplement.
Clearance and Settlement Procedures
DTC. DTC participants that hold debt securities
or capital securities, as applicable, through DTC on behalf of investors will follow the settlement practices applicable to United States
corporate debt obligations in DTC’s Same-Day Funds Settlement System.
Debt securities and capital securities, as applicable,
will be credited to the securities custody accounts of these DTC participants against payment in same-day funds, for payments in U.S.
dollars, on the settlement date. For payments in a currency other than U.S. dollars, debt securities or capital securities, as applicable,
will be credited free of payment on the settlement date. If payment is made other than in U.S. dollars, separate payment arrangements
outside of the DTC system must be made between the DTC Participants involved.
Euroclear and Clearstream Luxembourg. We
understand that investors that hold debt securities or capital securities, as applicable, through Euroclear or Clearstream Luxembourg
accounts will follow the settlement procedures that are applicable to conventional Eurobonds in registered form for securities.
Debt securities or capital securities, as applicable,
will be credited to the securities custody accounts of Euroclear and Clearstream Luxembourg participants on the business day following
the settlement date, for value on the settlement date. They will be credited either free of payment or against payment for value on the
settlement date.
Secondary Market Trading
Trading Between DTC Participants
Secondary market trading between DTC participants
will occur in the ordinary way in accordance with DTC’s rules. Secondary market trading will be settled using procedures applicable
to United States corporate debt obligations in DTC’s Same-Day Funds Settlement System for securities.
If payment is made in U.S. dollars, settlement
will be in same-day funds. If payment is made in a currency other than U.S. dollars, settlement will be free of payment. If payment is
made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC participants involved.
Trading Between Euroclear and/or Clearstream
Luxembourg Participants
We understand that secondary market trading between
Euroclear and/or Clearstream Luxembourg participants will occur in the ordinary way following the applicable rules and operating procedures
of Euroclear and Clearstream Luxembourg. Secondary market trading will be settled using procedures applicable to conventional Eurobonds
in registered form for securities.
Trading Between a DTC Seller and a Euroclear
or Clearstream Luxembourg Purchaser
A purchaser of debt securities or capital securities,
as applicable, that are held in the account of a DTC participant must send instructions to Euroclear or Clearstream Luxembourg at least
one business day prior to settlement. The instructions will provide for the transfer of the debt securities or capital securities, as
applicable, from the selling DTC participant’s account to the account of the purchasing Euroclear or Clearstream Luxembourg participant.
Euroclear or Clearstream Luxembourg, as the case may be, will then instruct the common depositary for Euroclear and Clearstream Luxembourg
to receive the debt securities or capital securities, as applicable, either against payment or free of payment.
The interests in the debt securities or capital
securities, as applicable, will be credited to the respective clearing system. The clearing system will then credit the account of the
participant, following its usual procedures. Credit for the debt securities or capital securities, as applicable, will appear on the next
day, European time. Cash debit will be back-valued to, and the interest on the debt securities or capital securities, as applicable, will
accrue from, the value date, which would be the preceding day, when settlement occurs in New York. If the trade fails and settlement is
not completed on the intended date, the Euroclear or Clearstream Luxembourg cash debit will be valued as of the actual settlement date
instead.
Euroclear participants or Clearstream Luxembourg
participants will need the funds necessary to process same-day funds settlement. The most direct means of doing this is to pre-position
funds for settlement, either from cash or from existing lines of credit, as for any settlement occurring within Euroclear or Clearstream
Luxembourg. Under this approach, participants may take on credit exposure to Euroclear or Clearstream Luxembourg until the debt securities
or capital securities, as applicable, are credited to their accounts one business day later.
As an alternative, if Euroclear or Clearstream
Luxembourg has extended a line of credit to them, participants can choose not to pre-position funds and will instead allow that credit
line to be drawn upon to finance settlement. Under this procedure, Euroclear participants or Clearstream Luxembourg participants purchasing
debt securities or capital securities, as applicable, would incur overdraft charges for one business day (assuming they cleared the overdraft
as soon as the securities were credited to their accounts). However, any interest on the debt securities or capital securities, as applicable,
would accrue from the value date. Therefore, in many cases, the investment income on debt securities or capital securities, as applicable,
that is earned during that one-business day period may substantially reduce or offset the amount of the overdraft charges. This result
will, however, depend on each participant’s particular cost of funds.
Because the settlement will take place during
New York business hours, DTC participants will use their usual procedures to deliver debt securities or capital securities, as applicable,
to the depositary on behalf of Euroclear participants or Clearstream Luxembourg participants. The sale proceeds will be available to the
DTC seller on the settlement date. For DTC participants, then, a cross-market transaction will settle no differently than a trade between
two DTC participants.
Special Timing Considerations
Investors should be aware that they will only
be able to make and receive deliveries, payments and other communications involving the debt securities or capital securities, as applicable,
through Clearstream Luxembourg and Euroclear on days when those systems are open for business. Those systems may not be open for business
on days when banks, brokers and other institutions are open for business in the United States.
In addition, because of time-zone differences,
there may be problems with completing transactions involving Clearstream Luxembourg and Euroclear on the same business day as in the United
States. U.S. investors who wish to transfer their interests in the debt securities or capital securities, as applicable, or to receive
or make a payment or delivery of the debt securities or capital securities, as applicable, on a particular day, may find that the transactions
will not be performed until the next business day in Luxembourg or Brussels, depending on whether Clearstream Luxembourg or Euroclear
is used.
Issuance of Definitive Securities
So long as the depositary holds the global securities
of a particular series of debt securities or capital securities, as applicable, such global securities will not be exchangeable for definitive
securities of that series unless:
| · | the depositary notifies the trustee that it is unwilling or unable to continue to act as depositary for the debt securities or capital
securities, as applicable, or the depositary ceases to be a clearing agency registered under the Exchange Act; |
| · | we are wound up and we fail to make a payment on the debt securities or capital securities, as applicable, when due; or |
| · | at any time we determine at our option and in our sole discretion that the global securities of a particular series of debt securities
or capital securities should be exchanged for definitive debt securities or capital securities, as applicable, of that series in registered
form. |
Each person having an ownership or other interest
in a debt security or capital security, as applicable, must rely exclusively on the rules or procedures of the depositary as the case
may be, and any agreement with any direct or indirect participant of the depositary, including Euroclear or Clearstream Luxembourg and
their participants, as applicable, or any other securities intermediary through which that person holds its interest, to receive or direct
the delivery of possession of any definitive security. The indentures permit us to determine at any time and in our sole discretion that
debt securities or capital securities, as applicable, shall no longer be represented by global securities. DTC has advised us that, under
its current practices, it would notify its participants of our request, but will only withdraw beneficial interests from the global securities
at the request of each DTC participant. We would issue definitive certificates in exchange for any such beneficial interests withdrawn.
Unless otherwise specified in the relevant prospectus
supplement, definitive debt securities and definitive capital securities will be issued in registered form only. To the extent permitted
by law, we, the trustee and any paying agent shall be entitled to treat the person in whose name any definitive security is registered
as its absolute owner.
Payments in respect of each series of definitive
securities and definitive capital securities will be made to the person in whose name such definitive securities are registered as it
appears in the register for that series of debt securities or capital securities, as applicable. Payments will be made in respect of the
debt securities or capital securities, as applicable, by check drawn on a bank in New York or, if the holder requests, by transfer to
the holder’s account in New York. Definitive securities should be presented to the paying agent for redemption.
If we issue definitive debt securities or capital
securities, as applicable, of a particular series in exchange for a particular global security, the depositary, as holder of that global
security, will surrender it against receipt of the definitive debt securities or capital securities, as applicable, cancel the book-entry
debt securities or capital securities, as applicable, of that series, and distribute the definitive debt securities or capital securities,
as applicable, of that series to the persons and in the amounts that the depositary specifies pursuant to the internal procedures of such
depositary.
If definitive securities are issued in the limited
circumstances described above, those securities (i) will be transferable only on the register for that series of debt securities or capital
securities, and (ii) may be transferred in whole or in part in denominations of any whole number of securities upon surrender of the definitive
securities certificates together with the form of transfer endorsed on it, duly completed and executed at the specified office of a paying
agent. If only part of a securities certificate is transferred, a new securities certificate representing the balance not transferred
will be issued to the transferor within three business days after the paying agent receives the certificate. The new certificate representing
the balance will be delivered to the transferor by uninsured post at the risk of the transferor, to the address of the transferor appearing
in the records of the paying agent. The new certificate representing the securities that were transferred will be sent to the transferee
within three business days after the paying agent receives the certificate transferred, by uninsured post at the risk of the holder entitled
to the securities represented by the certificate, to the address specified in the form of transfer.
DESCRIPTION OF
ORDINARY SHARES
The following is a summary of the material
terms of the ordinary shares of nominal value of £0.10, as set forth in our Articles of Association and the material provisions
of U.K. law. This description is a summary and does not purport to be complete. You are encouraged to read our Articles of Association,
which are filed as an exhibit to the Group’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, incorporated
by reference into this document.
Share Capital
As at December 31, 2021, the number of shares
outstanding was as follows:
|
Class of
Share
|
number
(in thousands)
|
amount
(in £m)
|
| Ordinary shares, nominal value of 10 pence each |
71,022,593 |
7,102.26 |
| Preference shares, nominal value of 25 pence each |
343,414 |
86.85 |
| Preference shares, nominal value of 25 cents each |
87 |
0.02 |
| Preference shares, nominal value of 25 euro cents each |
– |
– |
Objects of LBG
The objects of LBG are unrestricted.
Rights Attaching to Shares
Any share in LBG may be issued with any preferred,
deferred or other special rights (including being denominated in another currency), or subject to such restrictions (whether as regards
dividend, returns of capital, voting or otherwise) as LBG may from time to time determine by ordinary resolution or as otherwise provided
in the Articles of Association. Subject to statute, LBG may issue any shares which are, or at LBG’s option are, liable to be redeemed.
The directors may determine the terms and conditions and manner of such redemption.
Voting Rights
For the purposes of determining which persons
are entitled to attend or vote at a meeting and how many votes such persons may cast, LBG may specify in the notice of the meeting a time,
not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the register in order to have the right
to attend or vote at the meeting.
Every holder of ordinary shares who is entitled
to be and is present (either in person or by electronic means) (including any corporation by its duly authorized representative) at a
general meeting of LBG and is entitled to vote will have one vote on a show of hands and, on a poll, if present in person or by proxy,
will have one vote for every such share held by them, save that a member will not be entitled to exercise the right to vote carried by
such shares if they or any person appearing to be interested in the shares held by them has been duly served with a notice under the Companies
Act 2006 (requiring disclosure of interests in shares) and is in default in supplying LBG with information required by such notice.
Preference shares confer such rights as may be
determined by the directors on allotment, but unless the directors otherwise determine, fully paid preference shares confer identical
rights as to voting, capital, dividends (save as to currency of payment thereof and save where and to the extent that any such share is
issued on terms providing that it shall rank for dividend as from a particular date) and otherwise, notwithstanding that they are denominated
in different currencies and shall be treated as if they are one single class of shares. There are no limitations imposed by U.K. law or
the Articles of Association restricting the rights of non-residents of the U.K. or non-citizens of the U.K. to hold or vote shares of
LBG.
General Meetings
Annual general meetings of LBG are to be held,
in each period of six months beginning with the day following LBG’s accounting reference date, in Edinburgh or such other place
in Scotland (for those participants that are physically present) as the directors shall determine and at a date and time as may be determined
by the directors. All other general meetings may be convened whenever the directors think fit and shall be requisitioned in accordance
with the requirements of the Articles of Association.
LBG must prepare a notice of meeting in respect
of a general meeting in accordance with the requirements of the Articles of Association and the Companies Act 2006. LBG must give at least
21 clear days’ notice in writing of an annual general meeting. All other general meetings may be called by at least 14 clear days’
notice in writing.
The directors may also decide to hold any general
meeting as a combined physical and electronic general meeting. In such case, the directors will provide details of the means for members
to attend and participate in the meeting, including the physical place or places of meeting and the electronic platforms. The directors
and the chair of a combined physical and electronic general meeting may make any arrangement and impose any requirement or restriction
as is: (i) necessary to ensure the identification of those taking part and the security of the electronic communication; and (ii) proportionate
to achieving these objectives.
The directors may make arrangements to enable
attendance or regulate the level of attendance at any place (including, for a combined physical and electronic meeting, electronic platform)
specified in the notice of meeting for the holding of a general meeting and, in any such case, shall direct that the meeting be held at
a specified place (including, for a combined physical and electronic meeting, electronic platform), where the chair of the meeting shall
preside, and make arrangements for simultaneous attendance and participation by members and proxies at other locations (including, for
a combined physical and electronic meeting, electronic platforms). The chair of a general meeting has express authority to adjourn the
meeting if, in the chair’s opinion, it appears impracticable to hold or continue the meeting because of crowding or unruly conduct
or because an adjournment is otherwise necessary for the proper conduct of the meeting.
The processes and procedures for the conduct of
a general meeting (including adjourning meetings, voting, amending resolutions and appointing proxies) is established under the Articles
of Association and the Companies Act 2006. The chair of a general meeting shall be entitled to take any action the chair considers appropriate
for properly and orderly conduct before and during a general meeting. The directors shall be entitled to ask persons wanting to attend
to submit to searches or other security arrangements as such directors consider appropriate.
At any general meeting which is held only as a
physical meeting, a resolution put to the vote of the meeting will be decided on a poll unless the chair determines that the resolution
will be decided on a show of hands. At any general meeting which is held as a combined physical and electronic meeting, any resolution
and any proposed amendments to it put to the vote of the meeting shall be decided on a poll.
The quorum necessary for the transaction of business
at a general meeting is three members present at the general meeting or represented by proxy and entitled to vote.
Dividends and Other Distributions and Return of Capital
Under the Companies Act 2006, before LBG can lawfully
make a distribution, it must ensure that it has sufficient distributable reserves(accumulated, realized profits, so far as not previously
utilized by distribution or capitalization, less accumulated, realized losses, so far as not previously written off in a reduction or
reorganization of capital duly made). Under the Articles of Association (and subject to statute) the directors are entitled to set aside
out of the profits of LBG any sums as they think proper which, at their discretion, shall be applicable for any purpose to which the profits
of LBG may be applied.
The shareholders in general meeting may by ordinary
resolution declare dividends to be paid to members of LBG, but no dividends shall be declared in excess of the amount recommended by the
directors. The directors may pay fixed dividends on any class of shares carrying a fixed dividend and may also from time to time pay dividends,
interim or otherwise, on shares of any class as they think fit. Except in so far as the rights attaching to any shares otherwise provide,
all dividends shall be apportioned and paid pro rata according to the amounts paid up thereon. Subject to the rights attaching to any
shares, any dividend or other monies payable in respect of a share may be paid in such currency or currencies as the directors may determine
using such exchange rates as the directors may select.
The opportunity to elect to receive new shares
instead of any cash dividend recommended by the directors may be offered to shareholders provided that the directors shall have obtained
in advance the shareholders’ approval to do so as required by the Articles of Association and the procedure under the Articles of
Association is followed for allotting such shares.
In addition, LBG may by ordinary resolution direct
the payment of a dividend in whole or in part by the distribution of specific assets (a non-cash distribution).
On any distribution by way of capitalization,
the amount to be distributed will be appropriated amongst the holders of ordinary shares in proportion to their holdings of ordinary shares
(pro rata to the amount paid up thereon). If the amount to be distributed is applied in paying up in full unissued ordinary shares of
LBG, a shareholder will be entitled to receive bonus shares of the same class as the shares giving rise to that shareholder’s entitlement
to participate in the capitalization.
Any dividend or other moneys payable to a member
that has not been cashed or claimed after a period of 12 years from the date of declaration of such dividend or other moneys payable to
a member will be forfeited and revert to LBG. LBG shall be entitled to use such unclaimed or unclaimed dividend or other moneys payable
to a member for its benefit in any manner that the directors may think fit. LBG shall not be a trustee of dividends or other moneys payable
that have not been cashed or claimed and it shall not be liable to pay interest on such dividends or other moneys.
On a return of capital, whether in a winding-up
or otherwise, the assets of LBG available for distribution among the members will be distributed first to the holders of the preference
shares in accordance with rights attached to them on issue. The balance of any assets, subject to the rights of any other class of shares,
will then be distributed to each holder of ordinary shares rateably by reference to the proportion of ordinary share capital held by that
holder, relative to the aggregate total issued ordinary share capital.
LBG’s ordinary shares do not confer any
rights of redemption. Rights of redemption in respect of LBG’s preference shares shall be as the directors determine on allotment.
LBG may, subject to applicable law and to the
Articles of Association, issue redeemable shares and redeem the same. LBG has issued certain preference shares which are redeemable. In
general, subject to applicable law and the approval of the U.K. Prudential Regulation Authority, some of these shares are redeemable by
LBG on a specified date and in some cases, thereafter on relevant dividend payment dates. Others are redeemable at any time during a specified
period and following the occurrence of specified regulatory events.
Under the Articles of Association and the Companies
Act 2006, the liability of shareholders is limited to the amount (if any) for the time being unpaid on the shares held by that shareholder.
Variation of Rights and Alteration of Capital
Subject to the provisions of the Companies Act
2006, the Uncertificated Securities Regulations 2001 and every other statute for the time being in force or any judgment or order of any
court of competent jurisdiction concerning companies and affecting LBG (the statutes), the rights attached to any class of shares for
the time being in issue may be varied or abrogated with the consent in writing of the holders of not less than three-quarters in nominal
value of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of shares
of that class. At any such separate meeting, the provisions of the Articles of Association relating to general meetings will apply, but
the necessary quorum at any such meeting will be two persons holding or representing by proxy at least one-third in nominal value of the
issued shares of that class (except at an adjourned meeting, at which the quorum shall be any holder of shares of the class, present in
person or by proxy) and any such person may demand a poll and every such holder shall on a poll have one vote for every share of the class
held by such holder.
Any special rights attached to any class of shares
having preferential rights will not be deemed to be varied by: (i) the creation or issue of further shares ranking in some or all respects
equally to such class (but not in priority thereto); or (ii) the purchase or redemption by LBG of its own shares.
As a matter of U.K. law, LBG may, by ordinary
resolution, increase its share capital, consolidate and divide all or any of its shares into shares of larger amount, sub-divide all or
any of its shares into shares of smaller amount and cancel any shares not taken or agreed to be taken by any person. Where a consolidation
or subdivision of shares would result in fractions of a share, the directors may sell the shares representing the fractions for the best
price reasonably obtainable, and distribute the net proceeds of such sale to the relevant members entitled to such proceeds. Where a member’s
entitlement to a portion of the proceeds of sale amounts to less than a minimum figure (as determined by the directors), such portion
may be distributed to a charitable organization at the directors’ discretion.
Subject to the provisions of the statutes, LBG
may, by special resolution, reduce its share capital, any capital redemption reserve, share premium account or other undistributable reserve
in any way.
Transfer of Shares
All transfers of shares which are in certificated
form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the directors and must be executed
by or on behalf of the transferor and, except in the case of fully paid shares, by or on behalf of the transferee. The transferor will
be deemed to remain the holder of the shares transferred until the name of the transferee is entered in the register of members of LBG
in respect thereof. All transfers of shares which are in uncertificated form may be effected by means of a relevant system, unless the
Uncertificated Securities Regulations 2001 provide otherwise.
The directors may, in the case of shares in certificated
form, in their absolute discretion and without assigning any reason therefor, refuse to register any transfer of shares (not being fully
paid shares) provided that, where any such shares are admitted to the Official List of the U.K. Financial Conduct Authority, such discretion
may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis. The
directors may also decline to register a transfer unless:
| · | the instrument of transfer and the lodging of such instrument complies with the requirements of the Articles of Association and the
transfer is in respect of only one class of shares; or |
| · | the transfer is in favor of not more than four persons as the transferee. |
The directors shall refuse to register the transfer
of any share on which LBG has a lien. The Articles of Association otherwise contain no restrictions on the free transferability of fully
paid shares.
Subject to the statutes and the rules (as defined
in the Uncertificated Securities Regulations 2001), and apart from any class of wholly dematerialized security, the directors may determine
that any class of shares may be held in uncertificated form and that title to such shares may be transferred by means of an electronic
trading system or that shares of any class should cease to be so held and so transferred.
Disclosure of Holdings Exceeding Certain Percentages
In broad terms, the Disclosure and Transparency
Rules of the U.K. Financial Conduct Authority require LBG shareholders to notify LBG if the voting rights held by such LBG shareholders
(including by way of a certain financial instrument) reaches, exceeds or falls below three per cent, four per cent, five per cent, six
per cent, seven per cent, eight per cent, nine per cent, ten per cent and each one per cent threshold thereafter up to 100%. Under the
Disclosure and Transparency Rules, certain voting rights in LBG may be disregarded.
Pursuant to the Companies Act 2006, LBG may also
send a notice to any person whom LBG knows is, or has reasonable cause to believe that such person is, interested in LBG’s shares
or at any time during the three years immediately preceding the date on which such notice is issued to have been so interested, requiring
that person to confirm whether they have or had such an interest and if so provide details of that interest as required by the notice.
Under the Articles of Association and U.K. law,
if a person fails to comply with such a notice or provides information that is false in a material particular in respect of any shares
(the default shares), the LBG directors may serve a restriction notice on such a person. Such a restriction notice will state that the
default shares and, if the LBG directors determine, any other shares held by that person, shall not confer any right to attend or vote
at any general meeting of LBG.
In respect of a person with a 0.25% or more interest
in the issued shares of the class in question, the LBG directors may direct by notice to such member that, subject to certain exceptions,
no transfers of shares held by such person shall be registered and/or that any dividends or other payments on the default shares shall
be retained by LBG pending receipt by LBG of the information requested by the LBG directors. Certain consequences of the issue of a restriction
notice are outlined above.
Mandatory Takeover Bids, Squeeze-Out and Sell-out Rules
Other than as provided by the Companies Act 2006
and the City Code on Takeovers and Mergers, there are no rules or provisions relating to mandatory bids and/or squeeze-out and sell-out
rules in relation to the ordinary shares.
Untraced Members
LBG is entitled to sell any share registered in
the name of a member (or any other person entitled to such shares by virtue of transmission on death or bankruptcy or otherwise at law)
provided that: (i) such shares remaining untraced for 12 years and during that period at least three dividends in respect of such shares
have become payable and no dividend in respect of those shares has been claimed; (ii) LBG uses reasonable efforts to trace the relevant
holder and, following the expiry of the 12 year period, sends a notice to the last known physical or email address of such holder stating
LBG’s intention to sell the shares; and (iii) during the three months following sending such notice, LBG does not receive any communication
from such holder. LBG can also sell any additional shares held by the relevant holder that were issued during such 12 year period provided
that no dividend on such additional shares has been cashed or claimed by the relevant holder during such period.
The proceeds from the sale of untraced shares
shall (after payment of the costs of the sale) be forfeited by the relevant holder and shall belong to LBG. LBG shall not be liable or
be required to account to the relevant holder (or other person previously entitled) for the proceeds of such sale. LBG is entitled to
use or invest the proceeds from such sale in any manner that the directors think fit.
Forfeiture and Lien
The directors may by resolution make calls upon
members in respect of any moneys unpaid on their shares (but subject to the terms of allotment of such shares) in the manner required
by the Articles of Association.
If a member fails to pay in full any call or instalment
of a call on or before the due date for payment, then, following notice by the directors requiring payment of the unpaid amount with any
accrued interest and any expenses incurred, such share may be forfeited by a resolution of the directors to that effect (including all
dividends declared in respect of the forfeited share and not actually paid before such forfeiture). A member whose shares have been forfeited
will cease to be a member in respect of the shares, but will, notwithstanding the forfeiture, remain liable to pay to LBG all monies which
at the date of forfeiture were presently payable together with interest. The directors may at their absolute discretion enforce payment
without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal or waive
payment in whole or part.
LBG has a first and paramount lien on every share
(not being a fully paid share) for all monies (whether presently payable or not) called or payable at a fixed time in respect of such
share, and the directors may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt from
such a lien, either wholly or partially.
A forfeited share becomes the property of LBG,
and it may be sold, re-allotted, otherwise disposed of or cancelled as the directors see fit. Any share on which LBG has a lien may be
sold on the terms set out in the Articles of Association. The proceeds of sale shall first be applied towards payment of the amount in
respect of the lien insofar as it is still payable and then on surrender of the share certificate for cancellation (in the case of shares
in certificated form), to the person entitled to the shares at the time of sale.
Winding-up
The directors have the power, in the name and
on behalf of LBG, to present a petition to the court for LBG to be wound up.
Any winding up of LBG shall be undertaken in accordance
with relevant insolvency legislation, regulation, rules or otherwise required by law.
DESCRIPTION OF
AMERICAN DEPOSITARY SHARES
The following is a summary of the general terms
and provisions of the deposit agreement under which the Depositary will deliver the American Depositary Shares (“ADSs”). The
deposit agreement is among us, The Bank of New York Mellon, as Depositary, and all registered holders and beneficial owners from time
to time of ADSs issued under it. This summary does not purport to be complete. You should read the deposit agreement, which we have filed
with the SEC as an exhibit to the registration statement of which this prospectus is a part. You may also read the deposit agreement at
the corporate trust offices of The Bank of New York Mellon in The City of New York and the offices of the Custodian in London. The principal
executive office of the Depositary and its corporate trust office is currently located at 240 Greenwich Street, New York, NY 10286. The
Depositary was incorporated pursuant to a special act of the New York State legislature passed on April 19, 1871. The Depositary now operates
as a banking corporation under the New York State Banking Law.
American Depositary Shares
The Bank of New York Mellon, as Depositary, will
register and deliver ADSs pursuant to the deposit agreement. Each ADS will represent four ordinary shares, or evidence of the right to
receive four ordinary shares, deposited with the Custodian and registered in the name of the Depositary or its nominee (such ordinary
shares, together with any additional ordinary shares at any time deposited or deemed deposited under the deposit agreement and any other
securities, cash or other property received by the Depositary or the Custodian in respect of such ordinary shares, the “Deposited
Securities”).
ADSs can be held either (A) directly (i) by having
an American Depositary Receipt (“ADR”), which is a certificate evidencing a specific number of ADSs, registered in the holder’s
name, or (ii) by having ADSs registered in the owner’s name in the Direct Registration System (“DRS”), or (B) indirectly
by holding a security entitlement in ADSs through a broker or other financial institution. A direct holder of an ADS is an ADS registered
holder. This description assumes that each holder is an ADS registered holder. Indirect holders of ADSs must rely on the procedures of
a broker or other financial institution to assert the rights of ADS registered holders described in this section, and such holders should
consult with their broker or financial institution to find out what those procedures are.
The DRS is a system administered by DTC pursuant
to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements sent
by the depositary to the registered holders of uncertificated ADSs. See “—Direct Registration System” below.
Holders of ADSs will not have shareholder rights.
Scottish law governs shareholder rights. The Depositary will be the holder of the ordinary shares represented by each investor’s
ADSs. As a registered holder of ADSs, each investor will have ADS registered holder rights as set forth in the deposit agreement. The
deposit agreement also sets forth the rights and obligations of us and of the Depositary. New York law governs the deposit agreement and
the ADSs.
In this section, the term “deliver”,
or its noun form, when used with respect to ADSs, shall mean (A) book-entry transfer of ADSs to an account at The Depository Trust Company,
or its successor, designated by the person entitled to such delivery, (B) registration of ADSs not evidenced by an ADR on the books of
the Depositary in the name requested by the person entitled to such delivery and mailing to that person of a statement confirming that
registration or (C) if requested by the person entitled to such delivery, delivery at the corporate trust office of the Depositary to
the person entitled to such delivery of one or more ADRs evidencing ADSs registered in the name requested by that person. The term “surrender”,
when used with respect to ADSs, shall mean (A) one or more book-entry transfers of ADSs to the DTC account of the Depositary, (B) delivery
to the Depositary at its corporate trust office of an instruction to surrender ADSs not evidenced by an ADR or (C) surrender to the Depositary
at its corporate trust office of one or more ADRs evidencing ADSs.
Deposit and Withdrawal
The Depositary has agreed, subject to the terms
and conditions of the deposit agreement, that upon delivery to the Custodian of ordinary shares (or evidence of rights to receive ordinary
shares) in a form satisfactory to the Custodian, the Depositary will, upon payment of the fees, charges and taxes provided in the deposit
agreement, deliver to, or upon the written order of, the person or persons named in the notice of the Custodian delivered to the Depositary
or requested by the person depositing such shares with the Depositary, the number of ADSs issuable in respect of such deposit.
Upon surrender at the corporate trust office of
the Depositary of ADSs for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of the fees, governmental
charges and taxes provided in the deposit agreement, and subject to the terms and conditions of the deposit agreement, our Articles of
Association and the Deposited Securities, the holder of such ADSs will be entitled to delivery, to him or upon his order, as permitted
by applicable law, of the amount of Deposited Securities at the time represented by such ADSs. The forwarding of share certificates, other
securities, property, cash and other documents of title for such delivery will be at the risk and expense of the holder.
An ADR holder may surrender its ADR to the Depositary
for the purpose of exchanging its ADR for uncertificated ADSs. The Depositary will cancel that ADR and will send the ADS registered holder
a statement confirming that the ADS registered holder is the registered holder of uncertificated ADSs. Alternatively, upon receipt of
the Depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs
for certificated ADSs, the Depositary will execute and deliver to the ADS registered holder an ADR evidencing those ADSs.
Ordinary shares that the Depositary believes have
been withdrawn from a restricted depositary receipt facility established or maintained by a depositary bank (including any such other
facility maintained by the Depositary) may be accepted for deposit only if those ordinary shares are not “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, and the Depositary may, as a condition of accepting those ordinary shares
for deposit, require the person depositing those ordinary shares to provide the Depositary with a certificate to the foregoing effect.
Dividends and Other Distributions
The Depositary will distribute all cash dividends
or other cash distributions that it receives in respect of deposited ordinary shares to the holders of the ADSs, after payment of any
charges and fees provided for in the deposit agreement in proportion to their holdings of ADSs. The cash amount distributed will be reduced
by any amounts that the Depositary must withhold on account of taxes.
If we make a non-cash distribution in respect
of any deposited ordinary shares, the Depositary will distribute the property it receives to holders of the ADSs, after deduction or upon
payment of any taxes, charges and fees provided for in the deposit agreement, in proportion to their holdings of ADSs. If a distribution
that we make in respect of deposited ordinary shares consists of a dividend in, or free distribution of, ordinary shares, the Depositary
may, after consultation with us, and will, if we request so in writing, distribute to holders of the ADSs, in proportion to their holdings
of ADSs, additional ADSs representing the amount of ordinary shares received as such dividend or free distribution. If the Depositary
does not distribute additional ADSs, each ADS will from then forward also represent its proportional share of the additional ordinary
shares distributed in respect of the deposited ordinary shares before the dividend or free distribution.
If the Depositary determines that any distribution
of property, other than cash or ordinary shares, cannot be made proportionately among ADS holders or if for any other reason, including
any requirement that we or the Depositary withhold an amount on account of taxes or other governmental charges, the Depositary deems that
such a distribution is not feasible, the Depositary may dispose of all or part of the property in any manner, including by public or private
sale, that it deems equitable and practicable. The Depositary will then distribute the net proceeds of any such sale (net of any fees
and expenses of the Depositary provided for in the deposit agreement) to ADS holders as in the case of a distribution received in cash.
Record Date
Whenever any cash dividend or other cash distribution
becomes payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the deposited ordinary
shares, or whenever the Depositary causes a change in the number of ordinary shares represented by each ADS or receives notice of any
meeting of holders of ordinary shares, the Depositary will fix a record date, which shall be as close as possible to the corresponding
record date set by us, for the determination of the ADS holders who are entitled to receive the dividend distribution, distribution of
rights or the net proceeds of the sale of ordinary shares as the case may be, or to give instructions for the exercise of voting rights
at the meeting, subject to the provisions of the deposit agreement.
Voting of the Underlying Deposited Securities
When the Depositary receives notice of any meeting
of holders of ordinary shares, it will, if we request, as soon as practicable thereafter, mail to the record holders of ADSs a notice
including:
| · | the information contained in the notice of meeting provided by us; |
| · | a statement that the record holders of ADSs at the close of business on a specified record date will be entitled, subject to any applicable
provision of Scottish law and the Articles of Association or any similar document of ours, to instruct the Depositary as to the exercise
of any voting rights pertaining to the ordinary shares represented by their ADSs; and |
| · | a brief explanation of how they may give instructions. |
The Depositary has agreed that it will endeavor,
in so far as practical, to vote or cause to be voted the ordinary shares in accordance with any written non-discretionary instructions
of record holders of ADSs that it receives on or before the date set by the Depositary for that purpose. However, holders of ADSs may
not receive notice or otherwise learn of a meeting of holders of ordinary shares in time to instruct the Depositary prior to a cut-off
date the Depositary will set. The Depositary will not vote the ordinary shares except in accordance with such instructions or deemed instructions.
Holders of ADSs will not be entitled to vote ordinary
shares directly.
Inspection of Transfer Books
The Depositary will, at its office in New York
City, keep books for the registration and transfer of ADSs. These books will be open for inspection by ADS holders at all reasonable times.
However, this inspection may not be for the purpose of communicating with ADS holders in the interest of a business or object other than
our business or a matter related to the deposit agreement or the ADSs.
Reports and Notices
We will furnish the Depositary with our annual
and interim reports as described under “Incorporation of Documents by Reference”. The Depositary will make available at its
office in New York City, for any ADS holder to inspect, any reports and communications received from us that are both received by the
Depositary as holder of ordinary shares and made generally available by us to the holders of those ordinary shares, including our annual
report and accounts and interim report and accounts. Upon our written request, the Depositary will mail copies of those reports to ADS
holders as provided in the deposit agreement.
On or before the first date on which we give notice,
by publication or otherwise, of:
| · | any meeting of holders of the ordinary shares; |
| · | any adjourned meeting of holders of the ordinary shares; or |
| · | the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of the ordinary shares, |
we have agreed to transmit to the Depositary and
the custodian a copy of the notice in the form given or to be given to holders of the ordinary shares. If requested in writing by us,
the Depositary will, at our expense, arrange for the prompt transmittal or mailing of such notices, and any other reports or communications
made generally available to holders of the ordinary shares, to all holders of ADSs.
Amendment and Termination of the Deposit Agreement
The form of the ADRs and any provisions of the
deposit agreement may at any time and from time to time be amended by agreement between us and the Depositary, without the consent of
holders of ADSs, in any respect which we and the Depositary may deem necessary or advisable. Any amendment that imposes or increases any
fees or charges, other than taxes and other governmental charges, registration fees, transmission costs, delivery costs or other such
expenses, or that otherwise prejudices any substantial existing right of holders of outstanding ADSs, will not take effect as to outstanding
ADSs until thirty (30) days after notice of the amendment has been given to the record holders of those ADSs. Every holder of ADSs at
the time an amendment becomes effective will be deemed by continuing to hold the ADSs to consent and agree to the amendment and to be
bound by the deposit agreement or the ADR as amended. No amendment may impair the right of any holder of ADSs to surrender ADSs and receive
in return the ordinary shares represented by those ADSs.
Whenever we direct, the Depositary has agreed
to terminate the deposit agreement by mailing a termination notice to the record holders of all ADSs then outstanding at least ninety
(90) days before the date fixed in the notice of termination. The Depositary may likewise terminate the deposit agreement by mailing a
termination notice to us and the record holders of all ADSs then outstanding if at any time sixty (60) days shall have expired since the
Depositary delivered a written notice to us of its election to resign and a successor depositary shall not have been appointed and accepted
its appointment.
If any ADSs remain outstanding after the date
of any termination, the Depositary will then:
| · | discontinue the registration of transfers of ADSs; |
| · | suspend the distribution of dividends to holders of ADSs; and |
| · | not give any further notices or perform any further acts under the deposit agreement, except those listed below, with respect to those
ADSs. |
The Depositary will, however, continue to collect
dividends and other distributions pertaining to the ordinary shares. It will also continue to sell rights and other property as provided
in the deposit agreement and deliver ordinary shares, together with any dividends or other distributions received with respect to them
and the net proceeds of the sale of any rights or other property, in exchange for ADSs surrendered to it.
At any time after the date of termination of the
deposit agreement, the Depositary may sell the ordinary shares then held. The Depositary will then hold uninvested the net proceeds of
any such sales, together with any other cash then held by it under the deposit agreement, unsegregated and without liability for interest,
for the pro rata benefit of the holders of ADSs that have not previously been surrendered.
Charges of the Depositary
The following charges shall be incurred by any
party depositing or withdrawing ordinary shares, or by any party surrendering ADSs or to whom ADSs are issued:
| $5.00 (or less) per 100 ADSs (or portion of 100 ADSs) |
Issuance of ADSs, including issuances resulting from a distribution
of shares or rights or other property.
Cancellation of ADSs for the purpose of withdrawal, including if the
deposit agreement terminates.
|
| $.02 (or less) per ADS |
Any cash distribution to ADS registered holders. |
| A fee equivalent to the fee that would be payable if securities distributed had been shares and the shares had been deposited for issuance of ADSs |
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders. |
| $.02 (or less) per ADSs per calendar year |
Depositary services. |
| Registration or transfer fees |
Transfer and registration of shares on the share register to or from the name of the depositary or its agent when you deposit or withdraw shares.
|
| Expenses of the depositary |
Cable, telex and facsimile transmissions (when expressly provided in
the deposit agreement).
Converting foreign currency to US Dollars.
|
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes
|
As necessary.
|
| Any charges incurred by the depositary or its agents for servicing the deposited securities |
As necessary.
|
The Depositary collects its fees for delivery
and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries
acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed
or by selling a portion of distributable property to pay the fees. The Depositary may collect its annual fee for depositary services by
deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants for
them. The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
The holders of ADSs will be responsible for any
taxes or other governmental charges payable on their ADSs or on the ordinary shares. The Depositary may refuse to transfer ADSs or allow
withdrawal of the ordinary shares until such taxes or other charges are paid. The Depositary may apply payments owed to holders of ADSs
or sell deposited ordinary shares underlying such ADSs to pay any taxes owed and holders of ADSs will remain liable for any deficiency.
If the Depositary sells deposited ordinary shares, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to holders
of ADSs any proceeds, or send to holders of ADSs any property, remaining after it has paid the taxes.
Direct Registration System
ADSs not evidenced by ADRs shall be transferable
as uncertificated registered securities under the laws of the State of New York.
The Direct Registration System (“DRS”)
and Profile Modification System (“Profile”) will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is
the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated ADSs, which ownership shall
be evidenced by periodic statements sent by the Depositary to the owners entitled thereto. Profile is a required feature of DRS which
allows a DTC participant, claiming to act on behalf of a registered holder of ADSs, to direct the Depositary to register a transfer of
those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the Depositary
of prior authorization from the ADS registered holder to register such transfer.
In connection with and in accordance with the
arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the Depositary will not verify,
determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an ADS registered holder in requesting
registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ADS registered
holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the Depositary’s
reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with the deposit
agreement, shall not constitute negligence or bad faith on the part of the Depositary.
General
Neither the Depositary nor we nor any of the Depositary’s
or our directors, employees, agents or affiliates will be liable to ADS holders if prevented or forbidden or delayed by any present or
future law of any country or by any governmental or regulatory authority or stock exchange, any present or future provision of the Articles
of Association, any provision of any securities issued or distributed by us, or any act of God or war or terrorism or other circumstances
beyond our or its control in performing our or its obligations under the deposit agreement. The obligations of each of us and the Depositary
under the deposit agreement are expressly limited to performing our and its specified duties without negligence or bad faith.
The ADSs are transferable on the books of the
Depositary or its agent. However, the Depositary may close the transfer books as to ADSs at any time when it deems it expedient to do
so in connection with the performance of its duties or at our request. As a condition precedent to the execution and delivery, registration
of transfer, split-up, combination or surrender of any ADSs or withdrawal of any ordinary shares, the Depositary or the Custodian may
require the person presenting the ADSs or depositing the ordinary shares to pay a sum sufficient to reimburse it for any related tax or
other governmental charge and any share transfer or registration fee and any applicable fees payable as provided in the deposit agreement.
The Depositary may withhold any dividends or other distributions, or may sell for the account of the holder any part or all of the ordinary
shares represented by the ADSs, and may apply those dividends or other distributions or the proceeds of any sale in payment of the tax
or other governmental charge. The ADS holder will remain liable for any deficiency.
Any ADS holder may be required from time to time
to furnish the Depositary or the Custodian with proof satisfactory to the Depositary of citizenship or residence, exchange control approval,
legal or beneficial ownership of ADSs or other securities, compliance with all applicable laws or regulations and the terms of the deposit
agreement or such information relating to the registration on our books or those that the registrar maintains for us for the ordinary
shares in registered form, or other information, to execute certificates and to make representations and warranties that the Depositary
deems necessary or proper or as we may reasonably request by written request to the Depositary. Until those requirements have been satisfied,
the Depositary may withhold the delivery or registration of transfer of any ADSs or the distribution or sale of any dividend or other
distribution or proceeds of any sale or distribution or the delivery of any deposited preference shares or other property related to the
ADSs. The delivery or registration of transfer of ADSs may be suspended during any period when the transfer books of the Depositary are
closed or if we or the Depositary deems it necessary or advisable. The surrender of outstanding ADSs and the withdrawal of ordinary shares
may only be suspended as a result of:
| · | temporary delays caused by closing the transfer books or those of the Depositary or the deposit of ordinary shares in connection with
voting at shareholder meetings, or the payment of dividends; |
| · | the non-payment of fees, taxes and similar charges; and |
| · | non-compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of ordinary shares. |
PLAN OF DISTRIBUTION
We may sell relevant securities to or through
underwriters or dealers and also may sell all or part of such securities directly to other purchasers or through agents.
The distribution of the securities may be effected
from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at negotiated prices.
In connection with the sale of securities, we
may compensate underwriters in the form of discounts, concessions or commissions or in any other way that the applicable prospectus supplement
describes. Underwriters may sell securities to or through dealers, and the dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters,
dealers and agents that participate in the distribution of securities may be deemed to be underwriters, and any discounts or commissions
that we pay them and any profit on the resale of securities by them may be deemed to be underwriting discounts and commissions, under
the Securities Act. Any such underwriter or agent will be identified, and any such compensation that we pay will be described, in the
prospectus supplement.
Under agreements which we may enter into, we may
be required to indemnify underwriters, dealers and agents who participate in the distribution of securities against certain liabilities,
including liabilities under the Securities Act.
Unless a prospectus supplement specifies otherwise,
we will not offer any securities or any investments representing securities, including ADSs, of any series to the public in the United
Kingdom. Unless otherwise specified in any agreement which we may enter into, underwriters, dealers and/or agents in relation to the distribution
of securities or any investments representing securities, including ADSs, of any series and subject to the terms of any such agreement,
any underwriter, dealer or agent in connection with an offering of securities or any investments representing securities, including ADSs,
of any series will represent and agree that:
| · | it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”)
and all rules and regulations made pursuant to the FSMA with respect to anything done by it in relation to the securities or any investments
representing securities, including ADSs, of such series in, from or otherwise involving the U.K.; and |
| · | it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of
the securities or any investments representing the securities (including ADSs) (including without limitation the registration statement,
the prospectus, any preliminary prospectus, any ADS registration statement or any ADS prospectus) in circumstances in which Section 21(1)
of the FSMA does not apply to LBG as the issuer of the securities. |
Each new series of debt securities and capital
securities will be a new issue of securities with no established trading market. If securities of a particular series are not listed on
a U.S. national securities exchange, certain broker-dealers may make a market in those securities, but will not be obligated to do so
and may discontinue any market making at any time without notice. We cannot give any assurance that any broker-dealer will make a market
in securities of any series or as to the liquidity of the trading market for those securities.
To the extent an initial offering of the securities
will be distributed by an affiliate of ours, each such offering of securities must be conducted in compliance with the requirements of
Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”), regarding a FINRA member firm’s distribution
of securities of an affiliate and related conflicts of interest. No underwriter, selling agent or dealer utilized in the initial offering
of securities who is an affiliate of ours will confirm sales to accounts over which it exercises discretionary authority without the prior
specific written approval of its customer. Following the initial distribution of any of these securities, affiliates of ours may offer
and sell these securities in the course of their businesses as broker-dealers. Such affiliates may act as principals or agents in these
transactions and may make any sales at varying prices related to prevailing market prices at the time of sale or otherwise. Such affiliates
may also use this prospectus in connection with these transactions. None of our affiliates is obligated to make a market in any of these
securities and may discontinue any market-making activities at any time without notice.
Any underwriter, selling agent or dealer utilized
in the initial offering of securities will not confirm sales to accounts over which it exercises discretionary authority without the prior
specific written approval of its customer.
Delayed Delivery Arrangements
If so indicated in the prospectus supplement,
we may authorize underwriters or other persons acting as their agents to solicit offers by certain institutions to purchase debt securities
and capital securities from them pursuant to contracts providing for payment and delivery on a future date. Institutions with which such
contracts may be made include commercial and savings banks, insurance companies, educational and charitable institutions and others, but
in all cases such institutions must be approved by us. The obligations of any purchaser under any such contract will be subject to the
condition that the purchase of the offered securities shall not at the time of delivery be prohibited under the laws of the jurisdiction
to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity
or performance of such contracts.
LEGAL OPINIONS
Our United States counsel, Davis Polk & Wardwell
LLP, will pass upon certain legal matters relating to the securities under U.S. federal securities laws and New York law. Our Scottish
counsel, CMS Cameron McKenna Nabarro Olswang LLP, will pass upon certain matters of Scots law relating to the validity under Scots law
of the debt securities and the capital securities issued by LBG and the subordination provisions of the subordinated debt securities and
capital securities issued by LBG.
EXPERTS
The consolidated financial statements of Lloyds Banking Group plc as
at and for the year ended December 31, 2021, incorporated by reference in this prospectus to Lloyds Banking Group plc’s Annual Report on Form 20-F for
the year ended December 31, 2021, and the effectiveness of Lloyds Banking Group plc’s internal control over financial reporting have been audited by
Deloitte LLP, an independent registered public accounting firm, as stated in their reports. Such consolidated financial statements are
incorporated by reference in reliance upon the reports of such firm, given their authority as experts in accounting and auditing.
The financial statements as of December 31, 2020
and for each of the two years in the period ended December 31, 2020, incorporated in this prospectus by reference to Lloyds Banking Group plc’s Annual
Report on Form 20-F for the year ended December 31, 2021, have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on the authority of the said firm as experts in auditing and accounting.
ENFORCEMENT OF
CIVIL LIABILITIES
LBG is a public limited company incorporated and
registered in Scotland. All of LBG’s directors and executive officers, and certain experts named in this prospectus, reside outside
the United States. All or a substantial portion of LBG’s assets and the assets of those non-resident persons are located outside
the United States. As a result, it may not be possible for investors (i) to effect service of process within the United States upon LBG
or those persons or (ii) to enforce against LBG or those persons judgments obtained in U.S. courts predicated upon the civil liability
provisions of the federal securities laws of the United States. We have been advised by our Scottish counsel, CMS Cameron McKenna Nabarro
Olswang LLP (as to Scots law) that, both in original actions and in actions for the enforcement of judgments of U.S. courts, there is
doubt as to whether civil liabilities predicated solely upon the U.S. federal securities laws are enforceable in Scotland.
WHERE YOU CAN FIND
MORE INFORMATION
Ongoing Reporting
LBG is subject to the informational requirements
of the Exchange Act and, in accordance therewith, LBG files reports and other information with the SEC. The SEC maintains a website at
http://www.sec.gov which contains in electronic form each of the reports and other information that we have filed electronically with
the SEC. You can also read this material at the offices of The New York Stock Exchange, 20 Broad Street, New York, New York 10005, United
States on which certain of LBG’s securities are listed.
We will provide the trustee for any debt securities
and the capital securities and the ADS depositary for any ordinary shares with our annual reports, which will include a description of
operations and our annual audited consolidated financial statements. We will also provide any trustee or ADS depositary with interim reports
that will include unaudited interim summary consolidated financial information. Upon receipt, if we so request, the trustee or the ADS
depositary will mail the reports to all record holders of the debt securities, capital securities, ordinary shares or ADSs. In addition,
we will provide the trustee or the ADS depositary with all notices of meetings at which holders of debt securities, capital securities
or ordinary shares are entitled to vote, and all other reports and communications that are made generally available to holders of debt
securities, capital securities or ordinary shares.
Registration Statement
This prospectus is part of a registration statement
filed with the SEC. As exhibits to the registration statement, we have also filed or incorporated by reference the indentures, the ADS
deposit agreement and our Articles of Association. Statements contained in this prospectus as to the contents of any contract or other
document referred to in this prospectus are not necessarily complete, and in each instance reference is made to the copy of such contract
or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
For further information, you should refer to the registration statement. You can obtain the full registration statement from the SEC or
from us.
INCORPORATION OF
DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”
the information that we file with the SEC. This permits us to disclose important information to you by referring to these filed documents.
Any information referred to in this way is considered part of this prospectus, and any information that we file with the SEC after the
date of this prospectus will automatically be deemed to update and supersede this information.
We incorporate by reference (i) LBG’s Annual
Report on Form 20-F for the fiscal year ended December 31, 2021 filed with the SEC on February 28, 2022; (ii) LBG’s report on Form
6-K filed with the SEC on April 27, 2022 including the interim results for LBG for the three months ended March 31, 2022; and (iii) LBG’s
report on Form 6-K filed with the SEC on April 27, 2022 disclosing LBG’s capitalization as at March 31, 2022. We also incorporate
by reference all subsequent Annual Reports filed on Form 20-F and any future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act and certain reports on Form 6-K, if they state that they are incorporated by reference into this prospectus,
that we furnish to the SEC after the date of this prospectus and until we or any underwriters sell all of the securities.
Upon written or oral request, we will provide
free of charge a copy of any or all of the documents that we incorporate by reference into this prospectus, other than exhibits which
are not specifically incorporated by reference into this prospectus. To obtain copies you should contact us at Investor Relations, 25
Gresham Street, London EC2V 7HN, United Kingdom or by telephone at +44 (0) 207 356 1273.
CAUTIONARY STATEMENT
ON FORWARD-LOOKING STATEMENTS
Certain statements included in this prospectus
are forward-looking statements. We may make forward-looking statements in other documents filed with the SEC that are incorporated by
reference into this prospectus. Forward-looking statements can be identified by the use of forward-looking terminology such as words “expect”,
“estimate”, “project”, “anticipate”, “believes”, “should”, “could”,
“intend”, “plan”, “probability”, “risk”, “target”, “goal”, “objective”,
“may”, “endeavor”, “outlook”, “optimistic”, “prospects” or by the use of similar
expressions or variations on such expressions, or by the discussion of strategy or objectives. Forward-looking statements are based on
current plans, estimates and projections, and are subject to inherent risks, uncertainties and other factors which could cause actual
results to differ materially from the future results expressed or implied by such forward-looking statements.
In particular, this prospectus and certain documents
incorporated by reference into this prospectus include forward-looking statements relating, but not limited to: projections or expectations
of LBG’s future financial position, including profit attributable to shareholders, provisions, economic profit, dividends, capital
structure, portfolios, net interest margin, capital ratios, liquidity, risk-weighted assets (“RWAs”), expenditures or any
other financial items or ratios; litigation, regulatory and governmental investigations; LBG’s future financial performance; the
level and extent of future impairments and write-downs; LBG’s ESG targets and/or commitments; statements of plans, objectives or
goals of LBG or its management and other statements that are not historical fact; expectations about the impact of COVID-19; and statements
of assumptions underlying such statements. By their nature, forward looking statements involve risk and uncertainty because they relate
to events and depend upon circumstances that will or may occur in the future.
Factors that could cause actual business, strategy,
plans and/or results (including but not limited to the payment of dividends) to differ materially from forward looking statements made
by LBG or on its behalf include, but are not limited to: general economic and business conditions in the U.K. and internationally; market
related risks, trends and developments; risks concerning borrower and counterparty credit quality; fluctuations in interest rates, inflation,
exchange rates, stock markets and currencies; volatility in credit markets; volatility in the price of our securities; any impact of the
transition from IBORs to alternative reference rates; the ability to access sufficient sources of capital, liquidity and funding when
required; changes to LBG’s credit ratings; the ability to derive cost savings and other benefits including, but without limitation,
as a result of any acquisitions, disposals and other strategic transactions; inability to capture accurately the expected value from acquisitions;
potential changes in dividend policy; the ability to achieve strategic objectives; insurance risks; management and monitoring of conduct
risk; exposure to counterparty risk; credit rating risk; tightening of monetary policy in jurisdictions in which LBG operates; instability
in the global financial markets, including within the Eurozone, and as a result of ongoing uncertainty following the exit by the U.K.
from the European Union (“EU”) and the effects of the EU/U.K. Trade and Cooperation Agreement; political instability including
as a result of any U.K. general election and any further possible referendum on Scottish independence; operational risks; conduct risk;
technological changes and risks to the security of IT and operational infrastructure, systems, data and information resulting from increased
threat of cyber and other attacks; natural pandemic (including but not limited to the COVID-19 pandemic) and other disasters; inadequate
or failed internal or external processes or systems; acts of hostility or terrorism and responses to those acts, or other such events;
geopolitical unpredictability; the war between Russia and Ukraine; risks relating to sustainability and climate change (and achieving
climate change ambitions), including LBG’s ability along with the government and other stakeholders to measure, manage and mitigate
the impacts of climate change effectively; changes in laws, regulations, practices and accounting standards or taxation; changes to regulatory
capital or liquidity requirements and similar contingencies; assessment related to resolution planning requirements; the policies and
actions of governmental or regulatory authorities or courts together with any resulting impact on the future structure of LBG; failure
to comply with anti-money laundering, counter terrorist financing, anti-bribery and sanctions regulations; failure to prevent or detect
any illegal or improper activities; projected employee numbers and key person risk; increased labor costs; assumptions and estimates that
form the basis of our financial statements; the impact of competitive conditions; and exposure to legal, regulatory or competition proceedings,
investigations or complaints. A number of these influences and factors are beyond LBG’s control.
Other factors could also adversely affect our
results or the accuracy of forward-looking statements in this prospectus, and you should not consider the factors discussed here or in
LBG’s Form 20-F filed on February 28, 2022 or other documents incorporated by reference herein to be a complete set of all potential
risks or uncertainties. We have economic, financial market, credit, legal and other specialists who monitor economic and market conditions
and government policies and actions. However, because it is difficult to predict with accuracy any changes in economic or market conditions
or in governmental policies and actions, it is difficult for us to anticipate the effects that such changes could have on our financial
performance and business operations.
The forward-looking statements made in this prospectus
speak only as of the date of this prospectus. We do not intend to publicly update or revise these forward-looking statements to reflect
events or circumstances after the date of this prospectus, and we do not assume any responsibility to do so. You should, however, consult
any further disclosures of a forward-looking nature we made in other documents filed with the SEC that are incorporated by reference into
this prospectus. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.
PROSPECTUS
LLOYDS BANK plc
DEBT SECURITIES
We will provide the specific terms of these securities,
and the manner in which they will be offered, in one or more prospectus supplements to this prospectus. Any prospectus supplement may
also add, update or change information contained, or incorporated by reference, in this prospectus. You should read this prospectus and
the applicable prospectus supplement carefully before you invest.
You should read both this prospectus and any prospectus
supplement, together with the additional information described under the headings “Where You Can Find More Information” and
“Incorporation of Documents by Reference”, before investing in our securities. The amount and price of the offered securities
will be determined at the time of the offering.
The debt securities may be subject to the exercise
of the U.K. bail-in power by the relevant U.K. resolution authority as described herein and in the applicable prospectus supplement for
such debt securities.
Investing in our securities involves risks
that are described in the “Risk Factors” section of our annual and interim reports filed with the U.S. Securities and Exchange
Commission or in the applicable prospectus supplement.
Neither the U.S. Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to sell securities
unless it is accompanied by a prospectus supplement.
The date of this prospectus is June 7, 2022.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
on Form F-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf” registration
or continuous offering process. Under this shelf process, we may, from time to time, sell the securities described in this prospectus
in one or more offerings of an unspecified amount in one or more foreign currencies or currency units.
This prospectus provides you with a general description
of the debt securities we may offer, which we also refer to as the “securities”. Each time we sell securities, a prospectus
supplement that contains specific information about the terms of that offering will be provided. The prospectus supplement will provide
information regarding certain tax consequences of the purchase, ownership and disposition of the offered securities. The prospectus supplement
may also add to, update or change information contained in this prospectus. If there is any inconsistency between the information in this
prospectus and any prospectus supplement, you should rely on the information in that prospectus supplement. Each prospectus supplement
will be filed with the SEC. You should read both this prospectus and the applicable prospectus supplement, together with the additional
information described under the headings “Where You Can Find More Information” and “Incorporation of Documents by Reference”,
before purchasing any securities.
The registration statement containing this prospectus,
including exhibits to the registration statement, provides additional information about Lloyds Bank plc and the securities offered under
this prospectus. The registration statement can be read at the SEC’s offices or obtained from the SEC’s website mentioned
under the heading “Where You Can Find More Information”.
Certain Terms
In this prospectus, the terms “the Bank”
and “Lloyds Bank” refer to Lloyds Bank plc; the term “Lloyds Bank Group” refers to Lloyds Bank plc, together with
its subsidiaries and associated undertakings from time to time; the term “LBG” refers to Lloyds Banking Group plc; the term
“Group” refers to Lloyds Banking Group plc, together with its subsidiary and associated undertakings from time to time; and
the terms “we”, “our” and “us” refer to Lloyds Bank plc as issuer of the securities.
Lloyds Bank publishes its consolidated financial
statements in pounds sterling (“£” or “sterling”), the lawful currency of the United Kingdom. In this prospectus
and any prospectus supplement, references to “dollars” and “$” are to United States dollars.
USE OF PROCEEDS
Unless a specific plan in the accompanying prospectus
supplement is disclosed, the net proceeds from the sale of the securities offered by this prospectus will be used for the general corporate
purposes of the Bank. The Bank has raised funding in various markets from time to time and we expect to continue to raise funding in appropriate
markets as and when required.
LLOYDS BANK PLC
Lloyds Bank plc was incorporated under the laws
of England and Wales on April 20, 1865 (registration number 2065). Lloyds Bank’s registered office is at 25 Gresham Street, London
EC2V 7HN, United Kingdom, telephone number +44 (0) 20 7626 1500. Lloyds Bank is authorized by the Prudential Regulation Authority (“PRA”)
and regulated by the Financial Conduct Authority (“FCA”) and the PRA. Lloyds Bank is a wholly owned subsidiary of LBG.
The Lloyds Bank Group’s main business activities
are retail and commercial banking and it operates primarily in the U.K. Services are offered through a number of well-recognized brands
including Lloyds Bank, Halifax and Bank of Scotland, and through a range of distribution channels including the largest branch network
and digital bank in the U.K.
Lloyds Bank Group’s two primary operating
divisions, which are also reporting segments, are Retail and Commercial Banking. Retail provides current accounts, savings, mortgages,
credit cards, motor finance and unsecured loans to personal and business banking customers. Commercial Banking provides lending, transactional
banking, working capital management, risk management and debt capital markets services to commercial customers. The Bank maintains a website
at www.lloydsbank.com.
DESCRIPTION OF DEBT SECURITIES
The following is a summary of the general terms
of the debt securities issued by Lloyds Bank. Each time that debt securities are issued, a prospectus supplement will be filed with the
SEC, which you should read carefully. The prospectus supplement will summarize specific financial terms of your security and may contain
additional terms of those debt securities. The terms presented here, together with the terms contained in the prospectus supplement, will
be a description of the material terms of the debt securities, but if there is any inconsistency between the terms presented here and
those in the prospectus supplement, those in the prospectus supplement will apply and will replace those presented here. Therefore, the
statements we make below in this section may not apply to your debt security. You should also read the indenture under which we will issue
the debt securities, which has been filed with the SEC as exhibits to the registration statement of which this prospectus is a part.
References to “debt securities”
in this prospectus, mean the senior debt securities that may be issued by Lloyds Bank.
Senior debt securities will be issued under a senior debt indenture, which is a contract between Lloyds Bank and The Bank of New
York Mellon, which will initially act as trustee. The indenture does not limit our ability to incur additional indebtedness, including
additional senior indebtedness.
General
The debt securities are not deposits and are not
insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other government agency of the United States or the United
Kingdom.
The indenture does not limit the amount of debt
securities that we may issue. We may issue debt securities in one or more series. The relevant prospectus supplement for any particular
series of debt securities will contain, where applicable, the following terms of, and other information relating to, any of the offered
debt securities:
| · | their title (which will distinguish the debt securities of the series from all other debt securities), authorized denomination and
aggregate principal amount; |
| · | the price or prices at which they will be issued; |
| · | the annual interest rate or rates, or how to calculate the interest rate or rates; |
| · | the date or dates from which interest, if any, will accrue or the method, if any, by which such date or dates will be determined; |
| · | whether the payment of interest can be deferred; |
| · | whether payments are conditional on our ability to make such payments and remain able to pay our debts as they fall due and that our
assets continue to exceed our liabilities; |
| · | the times and places for payment of the principal of and premium, if any, and any interest, if any, on the debt securities; |
| · | the terms of any mandatory or optional redemption, including the amount of any premium; |
| · | any repurchase or sinking fund provisions; |
| · | if other than the principal amount thereof, the portion of the principal amount of the debt securities payable upon acceleration or
redemption; |
| · | the currency or currencies in which they are denominated and in which we will make any payments; |
| · | whether the debt securities will be issued in whole or in part in the form of one or more global securities; |
| · | provisions, if any, for the exchange, modification or conversion of such debt securities, including, but not limited to, with respect
to senior debt securities, the terms, if any, on which such senior debt securities may or will be converted into or exchanged at our option
or otherwise for our stock or other securities or for stock or other securities of another entity or other entities, into a basket or
baskets of such securities, into an index or indices of such securities, into the cash value therefor or into any combination of the foregoing,
any specific terms relating to the adjustment thereof and the period during which such senior debt securities may or shall be so converted
or exchanged; |
| · | whether the amounts of payment of principal of and premium, if any, or interest, if any, on the debt securities may be determined
with reference to an index or are otherwise not fixed on the original issue date thereof, the manner in which such amounts shall be determined
and the calculation agent, if any, who will be appointed and authorized to calculate such amounts; |
| · | any modifications or additions to the events of default with respect to the debt securities offered; |
| · | whether and under what circumstances, if other than those described in this prospectus, we will pay additional amounts on the debt
securities and whether, and on what terms, if other than those described in this prospectus, we may redeem the debt securities following
certain developments with respect to tax laws; |
| · | provisions relating to the exercise of the U.K. bail-in power by the relevant U.K. resolution authority; |
| · | any listing on a securities exchange; and |
| · | any other terms of the debt securities. |
In addition, the prospectus supplement will describe
the material U.S. federal and U.K. tax considerations that apply to any particular series of debt securities. We may sell debt securities
that bear no interest, or that bear interest at a rate that at the time of issuance is below the prevailing market rate, at a discount
to their stated principal amount.
Debt securities may bear interest at a fixed rate
or a floating rate.
Holders of debt securities shall have no voting
rights except those described under the heading “—Modification and Waiver” below.
Payments
We will make any payments of interest and principal
on any particular series of debt securities on the dates and, in the case of payments of interest, at the rate or rates, that are set
out in, or that are determined by the method of calculation described in, the relevant prospectus supplement.
Agreement with Respect to the Exercise of U.K. Bail-in Power
The debt securities may be subject to the exercise
of the U.K. bail-in power by the relevant U.K. resolution authority. As more fully set out in the relevant prospectus supplement, if the
U.K. bail-in power applies to the debt securities of a series, by its acquisition of the debt securities, each holder of such debt securities
will be bound by (a) the effect of the exercise of any U.K. bail-in power by the relevant U.K. resolution authority and (b) the variation
of the terms of debt securities or the indenture, if necessary, to give effect to the exercise of any U.K. bail-in power by the relevant
U.K. resolution authority.
Additional Amounts
Unless the relevant prospectus supplement provides
otherwise, amounts to be paid on any series of debt securities will be made without deduction or withholding for, or on account of, any
and all present and future income, stamp and other taxes, levies, imposts, duties, charges or fees imposed, levied, collected, withheld
or assessed by or on behalf of the United Kingdom or any political subdivision thereof or authority thereof that has the power to tax
(a “U.K. taxing jurisdiction”), unless such deduction or withholding is required by law. If at any time a U.K. taxing jurisdiction
requires us to make such deduction or withholding, we will pay additional amounts with respect to the principal of, and interest on, the
debt securities (“Additional Amounts”) that are necessary in order that the net amounts paid to the holders of those debt
securities, after the deduction or withholding, shall equal the amounts which would have been payable on that series of debt securities
if the deduction or withholding had not been required. However, this will not apply to any such tax, levy, impost, duty, charge or fee
which would not have been deducted or withheld but for the fact that:
| · | the holder or the beneficial owner of the debt securities is a domiciliary, national or resident of, or engaging in business or maintaining
a permanent establishment or physically present in, a U.K. taxing jurisdiction or otherwise having some connection with the U.K. taxing
jurisdiction other than the holding or ownership of a debt security, or the collection of any payment of, or in respect of, principal
of, or any interest or other payment on, any debt security of the relevant series; |
| · | except in the case of a winding-up in the United Kingdom, the relevant debt security is presented (where presentation is required)
for payment in the United Kingdom; |
| · | the relevant debt security is presented (where presentation is required) for payment more than 30 days after the date payment became
due or was provided for, whichever is later, except to the extent that the holder would have been entitled to the Additional Amounts on
presenting the debt security for payment at the close of that 30 day period; |
| · | the holder or the beneficial owner of the relevant debt security or the beneficial owner of any payment of or in respect of principal
of, or any interest or other payment on, the debt security failed to comply with a request by us or our liquidator or other authorized
person addressed to the holder to provide information concerning the nationality, residence or identity of the holder or the beneficial
owner or to make any declaration or other similar claim to satisfy any requirement, which is required or imposed by a statute, treaty,
regulation or administrative practice of a U.K. taxing jurisdiction as a precondition to exemption from all or part of the tax, levy,
impost, duty, charge or fee; |
| · | the deduction or withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections
1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental
agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or
other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement; or |
| · | any combination of the above items, |
nor shall Additional Amounts be paid with respect
to the principal of, or any interest on, the debt securities to any holder who is a fiduciary or partnership or settlor with respect to
such fiduciary or a member of such partnership other than the sole beneficial owner of such payment to the extent such payment would be
required by the laws of any taxing jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts,
had it been the holder.
Whenever we refer in this prospectus and any prospectus
supplement, in any context, to the payment of the principal of or any interest or other payments on, or in respect of, any debt security
of any series, we mean to include the payment of Additional Amounts to the extent that, in the context, Additional Amounts are, were or
would be payable.
Redemption of Senior Debt Securities
Tax Redemption of Senior Debt Securities
Unless the relevant prospectus supplement provides
otherwise, we will have the option to redeem the senior debt securities of any series, as a whole but not in part, upon not less than
30 nor more than 60 days’ notice to each holder of senior debt securities, on any interest payment date, at a redemption price equal
to 100% of their principal amount together with any accrued but unpaid interest, to the redemption date, or, in the case of discount securities,
their accreted face amount, together with any accrued interest, if, at any time, we determine that as a result of a change in or amendment
to the laws or regulations of a U.K. taxing jurisdiction, including any treaty to which it is a party, or any change in the application
or interpretation of those laws or regulations, including a decision of any court or tribunal which change or amendment becomes effective
or applicable on or after a date included in the terms of such senior debt securities:
| · | in making any payments on the particular series of senior debt securities, we have paid or will or would on the next interest payment
date be required to pay Additional Amounts; |
| · | the payment of interest on the next interest payment date in respect of any of the series of senior debt securities would be treated
as “a distribution” within the meaning of Chapter 2, Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any
statutory modification or reenactment of such Act; or |
| · | on the next interest payment date we would not be entitled to claim a deduction in respect of the payment of interest in computing
our U.K. taxation liabilities, or the value of such deduction to us would be materially reduced. |
Prior to the giving of any notice of redemption,
we must deliver to the trustee (i) a written legal opinion of independent United Kingdom counsel of recognized standing selected by us
in a form satisfactory to the trustee confirming that the relevant change or amendment has occurred and that we are entitled to exercise
its right of redemption; and (ii) an officer’s certificate, evidencing compliance with such provisions and stating that we are entitled
to redeem the senior debt securities pursuant to the terms of such senior debt securities.
Optional Redemption of Senior Debt Securities
The relevant prospectus supplement will specify
whether or not the relevant issuer may redeem the senior debt securities of any series, in whole or in part, at its option, including
any conditions to its right to exercise such option, in any other circumstances and, if so, the prices and any premium at which and the
dates on which it may do so. Any notice of redemption of senior debt securities of any series will state, among other items:
| · | the relevant regular record date or special record date; |
| · | the amount of senior debt securities to be redeemed if less than all of the outstanding senior debt securities of any series is to
be redeemed; |
| · | that, the redemption price will become due and payable on the redemption date and, if applicable, that interest will cease to accrue
on such date; |
| · | the place or places at which such senior debt securities are to be surrendered for payment of the redemption price; and |
| · | the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to the senior debt securities being redeemed. |
In the case of a partial redemption, the trustee
shall select the senior debt securities to be redeemed in any manner which it deems fair and appropriate, and consistent with the rules
and regulations of the applicable clearing system.
We or any of our respective subsidiaries may at
any time and from time to time purchase senior debt securities of any series in the open market or by tender (available to each holder
of senior debt securities of the relevant series) or by private agreement, if applicable law permits. Any senior debt securities of any
series that we purchase beneficially for our account, other than in connection with dealing in securities, will be treated as cancelled
and will no longer be issued and outstanding.
Modification and Waiver
We and the trustee may make certain modifications
and amendments to the indenture with respect to any series of debt securities without the consent of the holders of the debt securities.
Other modifications and amendments may be made to the indenture with the consent of the holder or holders of not less than a majority
in aggregate outstanding principal amount of the debt securities of the series outstanding under the indenture that are affected by the
modification or amendment, voting as one class. However, no modifications or amendments may be made without the consent of the holder
of each debt security affected that would:
| · | change the stated maturity of the principal amount of any debt security; |
| · | reduce the principal amount of, the interest rates on, or any premium payable upon the redemption of, with respect to, any debt security; |
| · | reduce the amount of principal of discount securities that would be due and payable upon an acceleration of their maturity date; |
| · | change any obligation to pay Additional Amounts; |
| · | change the currency of payment; |
| · | impair the right to institute suit for the enforcement of any payment due and payable; |
| · | reduce the percentage in aggregate principal amount of outstanding debt securities of any series necessary to modify or amend the
indenture or to waive compliance with certain provisions of the indenture and any Senior Debt Security Event of Default (as such term
is defined below); |
| · | modify the terms of our obligations in respect of the due and punctual payments of the amounts due and payable on the senior debt
securities in a manner adverse to the holders; or |
| · | modify any of the above requirements. |
Events of Default; Default; Limitation of Remedies
Senior Debt Security Event of Default
Unless the relevant prospectus supplement provides
otherwise, a “Senior Debt Security Event of Default” with respect to any series of senior debt securities shall result if:
| · | Lloyds Bank does not pay any principal or interest on any senior debt securities of that series within 14 days from the due date for
payment and the principal or interest has not been duly paid within 14 days following written notice from the trustee or from holders
of 25% in aggregate principal amount of the outstanding senior debt securities of that series to Lloyds Bank requiring the payment to
be made. It shall not, however, be a Senior Debt Security Event of Default if during the 14 days after the notice, Lloyds Bank delivers
a written opinion of legal advisors, who may be an employee of, or legal advisors for, Lloyds Bank or other legal advisors, to the trustee,
such opinion to be acceptable to the trustee (“Opinion of Counsel”), concluding that such sums were not paid in order to comply
with a law, regulation or order of any court of competent jurisdiction; provided however, that the trustee may by notice to Lloyds Bank
require Lloyds Bank to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction)
as the trustee may be advised in an Opinion of Counsel, upon which opinion the trustee may conclusively rely, is appropriate and reasonable
in the circumstances to resolve such doubt, in which case Lloyds Bank will forthwith take and expeditiously proceed with such action and
will be bound by any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant
payment can be made without violating any applicable law, regulation or order, then such payment will become due and payable on the expiration
of 14 days after the trustee gives written notice to Lloyds Bank informing it of such resolution. The foregoing shall not otherwise be
deemed to impair the right of any holder to receive payment of the principal of and interest on any such security or to institute suit
for the enforcement of any such payment; |
| · | Lloyds Bank defaults in the performance or breaches, any covenant or warranty of the senior debt indenture (other than as stated above
with respect to payments when due) and that breach has not been remedied within 60 days of receipt of a written notice from (i) the trustee
certifying that in its opinion the breach is materially prejudicial to the interests of the holders of the senior debt securities of that
series and requiring the breach to be remedied or (ii) holders of at least 25% in outstanding principal amount of the senior debt securities
of that series requiring the breach to be remedied; or |
| · | either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’
resolution is validly adopted, for the winding-up of Lloyds Bank (other than under or in connection with a scheme of reconstruction, merger
or amalgamation not involving bankruptcy or insolvency). |
If a Senior Debt Security Event of Default occurs
and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the senior outstanding debt securities
of that series may at their discretion declare the outstanding senior debt securities of that series to be due and repayable immediately
(and the senior debt securities of that series shall thereby become due and repayable) at their principal amount (or at such other repayment
amount as may be specified in or determined in accordance with the relevant prospectus supplement and in the case of original issue discount
securities, the accreted face amount) together with accrued interest, if any, as provided in the prospectus supplement. However, after
such declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in
aggregate principal amount of the outstanding senior debt securities of the series may rescind or annul the declaration of acceleration
and its consequences, but only if all Senior Debt Security Events of Default have been cured or waived and all payments due, other than
those due as a result of acceleration, have been made. The trustee may at its discretion and without further notice institute such proceedings
as it may think suitable, against Lloyds Bank to enforce payment. Notwithstanding any contrary provisions, nothing shall impair the right
of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the senior debt securities.
Unless the relevant prospectus supplement provides
otherwise, by accepting a senior debt security, each holder will be deemed to have waived any right of set-off, counterclaim or combination
of accounts with respect to the senior debt securities or the applicable indenture that they might otherwise have against Lloyds Bank
whether before or during the winding-up of Lloyds Bank.
Events of Default and Defaults–General
Subject to certain exceptions, such as in the
case of a default in the payment of the principal (or premium, if any) or interest on a senior debt security, the trustee may, without
the consent of the holders, waive or authorize a Senior Debt Security Event of Default, provided that in the opinion of the trustee, the
interests of the holders shall not be materially prejudiced thereby and provided further that the trustee shall not exercise any powers
conferred on it in contravention of any notice in writing to Lloyds Bank and the trustee of a declaration described in “—Senior
Debt Security Event of Default” above but so that no such notice shall affect any waiver or authorization previously given or made.
The holder or holders of not less than a majority
in aggregate principal amount of the outstanding debt securities of any series may waive any past Senior Debt Security Event of Default,
with respect to the series, except a Senior Debt Security Event of Default in respect of the payment of interest, if any, or principal
of (or premium, if any) or payments on any debt security or a covenant or provision of the indenture which cannot be modified or amended
without the consent of each holder of debt securities of such affected series.
Subject to the provisions of the applicable indenture
relating to the duties of the trustee, if a Senior Debt Security Event of Default occurs and is continuing with respect to the debt securities
of any series, the trustee will be under no obligation to any holder or holders of the debt securities of the series, unless they have
offered reasonable indemnity to the trustee. Subject to the indenture provisions for the indemnification of the trustee, the holder or
holders of a majority in aggregate principal amount of the outstanding debt securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred
on the trustee with respect to the series, if the direction is not in conflict with any rule of law or with the applicable indenture and
does not expose the trustee to undue risk and the action would not be unjustly prejudicial to the holder or holders of any debt securities
of any series not taking part in that direction. The trustee may take any other action that it deems proper which is not inconsistent
with that direction.
The indenture provides that the trustee will,
within 90 days after the occurrence of a Senior Debt Security Event of Default with respect to the debt securities of any series, give
to each holder of the debt securities of the affected series notice of the Senior Debt Security Event of Default known to it, unless the
Senior Debt Security Event of Default has been cured or waived; provided that the trustee shall be protected in withholding notice (except
for a payment default) if it determines in good faith that withholding notice is in the interest of the holders of the debt securities
of the affected series.
We are required to furnish to the trustee a statement
as to our compliance with all conditions and covenants under the indenture (i) annually, and (ii) within five Business Days of a written
request from the trustee.
Consolidation, Merger and Sale of Assets; Assumption
We may, without the consent of the holders of
any of the debt securities, consolidate or amalgamate with, merge into or transfer or lease our assets substantially as an entirety to
any person, provided that any successor corporation formed by any consolidation or amalgamation or into which we are merged, or any transferee
or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture,
our obligations on the debt securities, and under the indenture, immediately after giving effect to such transaction, no event of default
or default shall have occurred and be continuing, and we procure the delivery of a customary officer’s certificate and legal opinion
providing that the conditions precedent to the transaction have been complied with.
Subject to applicable law and regulation, any
of our wholly-owned subsidiaries may assume the obligations under the debt securities of any series without the consent of any holder,
provided that we unconditionally guarantee the obligations of the subsidiary under the debt securities of that series. In such case, all
of the direct obligations under the debt securities of the series and the indenture shall immediately be discharged. Any Additional Amounts
under the debt securities of the series will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary
is incorporated, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts, substituting the jurisdiction
in which the assuming subsidiary is organized for “U.K. taxing jurisdiction”. However, if Lloyds Bank in its capacity as a
guarantor makes payments under such guarantee, Lloyds Bank shall also be required to pay additional amounts with respect to any taxes
required to be withheld or deducted by any U.K. taxing jurisdiction from any payment under such guarantee subject to the exceptions described
under the heading “—Additional Amounts” above (with any necessary modifications). The subsidiary that assumes the obligations
will also be entitled to redeem the debt securities of the relevant series in the circumstances described in “—Redemption
of Senior Debt Securities” above with respect to any change or amendment to, or change in the application or official interpretation
of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of organization which occurs after
the date of the assumption. In the case of an assumption, the subsidiary that assumes the obligations will also be entitled to redeem
the debt securities of the relevant series in the circumstances described in “—Redemption of Senior Debt Securities”
above if Lloyds Bank needs to pay additional amounts on payments under the guarantee as a result of any change to, or change in the application
or official interpretation of, the laws or regulations (including any treaty) of a U.K. taxing jurisdiction which occurs after the issue
date.
An assumption of our obligations under the
debt securities of any series might be deemed for U.S. federal income tax purposes to be an exchange of those debt securities for new
debt securities by each beneficial owner, resulting in a recognition of taxable gain or loss for U.S. federal income tax purposes and
possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income
tax consequences of an assumption.
Governing Law
The debt securities and the indenture will be
governed by and construed in accordance with the laws of the State of New York.
Notices
All notices to holders of registered debt securities
shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the register maintained
by the trustee.
The Trustee
The Bank of New York Mellon, acting through its
London Branch, One Canada Square, London E14 5AL, is the trustee under the indenture. The trustee shall have and be subject to all the
duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act of 1939, as amended (the “TIA”).
Subject to the provisions of the TIA, the trustee is under no obligation to exercise any of the powers vested in it by the indenture at
the request of any holder of senior debt securities, unless offered reasonable indemnity or security deemed satisfactory to the trustee
in its sole discretion, by the holder against the costs, expense and liabilities which might be incurred thereby. Lloyds Bank, the Lloyds
Bank Group and certain members of the Lloyds Bank Group maintain deposit accounts and conduct other banking transactions with The Bank
of New York Mellon in the ordinary course of our business. The Bank of New York Mellon under a nominee name is also the book-entry depositary
with respect to certain of our debt securities.
Consent to Service of Process
Under the indenture, Lloyds Bank irrevocably designates
Kelvina Smith, Chief Legal Officer, Lloyds Securities Inc. and Deputy Chief Legal Officer, North America, Lloyds Bank Corporate Markets
plc (or any successor thereto), currently of 1095 Avenue of the Americas, New York, NY 10036, as the authorized agent for service of process
in any legal action or proceeding arising out of or relating to the indenture or any debt securities brought in any federal or state court
in the Borough of Manhattan, in The City of New York, New York and Lloyds Bank irrevocably submits to the jurisdiction of those courts.
DESCRIPTION OF CERTAIN PROVISIONS RELATING
TO DEBT SECURITIES
Form of Debt Securities; Book-Entry System
General
Unless the relevant prospectus supplement states
otherwise, the debt securities shall initially be represented by one or more global securities in registered form, without coupons attached,
and will be deposited with or on behalf of one or more depositaries, including, without limitation, The Depository Trust Company (“DTC”),
Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream Luxembourg”), and will be registered
in the name of such depositary or its nominee. Unless and until the debt securities are exchanged in whole or in part for other securities
under the terms of the indenture or the global securities are exchanged for definitive securities, the global securities may not be transferred
except as a whole by the depositary to a nominee or a successor of the depositary.
Special procedures to facilitate clearance and
settlement have been established among these clearing systems to trade securities across borders in the secondary market. Where payments
for securities we issue in global form will be made in U.S. dollars, these procedures can be used for cross-market transfers and the securities
will be cleared and settled on a delivery against payment basis. Cross-market transfers of securities that are not in global form may
be cleared and settled in accordance with other procedures that may be established among the clearing systems for these securities.
The debt securities may be accepted for clearance
by DTC, Euroclear and Clearstream Luxembourg.
Neither we nor the trustee nor any of our or their
agents has any responsibility for any aspect of the actions of DTC, Euroclear or Clearstream Luxembourg or any of their direct or indirect
participants. Neither we nor the trustee nor any of our or their agents has any responsibility for any aspect of the records kept by DTC,
Euroclear or Clearstream Luxembourg or any of their direct or indirect participants. Neither we nor the trustee nor any of our or their
agents supervise these systems in any way. This is also true for any other clearing system indicated in a prospectus supplement.
DTC, Euroclear or Clearstream Luxembourg and their
participants perform these clearance and settlement functions under agreements they have made with one another or with their customers.
Investors should be aware that DTC, Euroclear or Clearstream Luxembourg and their participants are not obligated to perform these procedures
and may modify them or discontinue them at any time.
The description of the clearing systems in this
section reflects our understanding of the rules and procedures of DTC, Euroclear or Clearstream Luxembourg as they are currently in effect.
Those systems could change their rules and procedures at any time.
So long as the depositary, or its nominee, is
the holder of a global security, the depositary or its nominee will be considered the sole holder of such global security for all purposes
under the indenture. Except as described below under the heading “—Issuance of Definitive Securities”, no participant,
indirect participant or other person will be entitled to have debt securities registered in its name, receive or be entitled to receive
physical delivery of debt securities in definitive form or be considered the owner or holder of the debt securities under the indenture.
Each person having an ownership or other interest in debt securities must rely on the procedures of the depositary, and, if a person is
not a participant in the depositary, must rely on the procedures of the participant or other securities intermediary through which that
person owns its interest to exercise any rights and obligations of a holder under the indenture or the debt securities.
Payments on Global Securities
Payments of any amounts in respect of any global
securities will be made by the trustee to the depositary. Payments will be made to beneficial owners of debt securities in accordance
with the rules and procedures of the depositary or its direct and indirect participants, as applicable. We, the trustee and any of our
and their agents will not have any responsibility or liability for any aspect of the records of any securities intermediary in the chain
of intermediaries between the depositary and any beneficial owner of an interest in a global security, or the failure of the depositary
or any intermediary to pass through to any beneficial owner any payments that we make to the depositary.
The Clearing Systems
DTC, Euroclear and Clearstream Luxembourg have
advised us as follows:
DTC. DTC, the world’s largest securities
depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of
the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). DTC holds and provides asset servicing for over 3.5 million
issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries)
that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among
Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers
and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct
Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is
the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered
clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such
as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain
a custodial relationship with a Direct Participant, either directly or indirectly. The DTC rules applicable to its participants are on
file with the SEC.
Euroclear. Euroclear holds securities for
its participants and clears and settles transactions between its participants through simultaneous electronic book-entry delivery against
payment. Euroclear provides various other services, including safekeeping, administration, clearance and settlement and securities lending
and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank, under contract with
Euroclear plc, a U.K. corporation. Euroclear Bank conducts all operations, and all Euroclear securities clearance accounts and Euroclear
cash accounts are accounts with Euroclear Bank, not Euroclear plc. Euroclear plc establishes policy for Euroclear on behalf of Euroclear
participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial
intermediaries and may include any underwriters for the debt securities. Indirect access to Euroclear is also available to other firms
that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect
participant in DTC. Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing
Use of Euroclear and the related Operating Procedures of the Euroclear System (collectively, the “Euroclear Terms and Conditions”),
and applicable law. The Euroclear Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities
and cash from Euroclear, and receipts of payments with respect to securities in Euroclear.
Clearstream Luxembourg. Clearstream Luxembourg
is incorporated under the laws of The Grand Duchy of Luxembourg as a société anonyme and is subject to regulation
by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream
Luxembourg is owned by Deutsche Börse AG, a publicly traded company. Clearstream Luxembourg holds securities for its participants
and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry changes
in accounts of its participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg provides to
its participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities
and securities lending and borrowing. Clearstream Luxembourg interfaces with domestic markets in several countries.
Clearstream Luxembourg’s customers include
worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include professional financial intermediaries.
Its U.S. customers are limited to securities brokers, dealers and banks. Indirect access to the Clearstream Luxembourg system is also
available to others that clear through Clearstream Luxembourg customers or that have custodial relationships with its customers, such
as banks, brokers, dealers and trust companies. Clearstream Luxembourg is an indirect participant in DTC. Clearstream Luxembourg has established
an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream Luxembourg and Euroclear. Distributions with
respect to the securities held beneficially through Clearstream Luxembourg are credited to cash accounts of Clearstream Luxembourg customers
in accordance with its rules and procedures, to the extent received by Clearstream Luxembourg.
Other Clearing Systems. We may choose any
other clearing system for a particular series of securities. The clearance and settlement procedures for the clearing system we choose
will be described in the applicable prospectus supplement.
Primary Distribution
The distribution of debt securities will be cleared
through one or more of the clearing systems that we have described above or any other clearing system that is specified in the applicable
prospectus supplement. Payment for debt securities will be made on a delivery versus payment or free delivery basis. These payment procedures
will be more fully described in the applicable prospectus supplement.
Clearance and settlement procedures may vary from
one series of debt securities to another according to the currency that is chosen for the specific series of debt securities. Customary
clearance and settlement procedures are described below.
We will submit applications to the relevant system
or systems for the debt securities to be accepted for clearance. The clearance numbers that are applicable to each clearance system will
be specified in the applicable prospectus supplement.
Clearance and Settlement Procedures
DTC. DTC participants that hold debt securities
through DTC on behalf of investors will follow the settlement practices applicable to United States corporate debt obligations in DTC’s
Same-Day Funds Settlement System.
Debt securities will be credited to the securities
custody accounts of these DTC participants against payment in same-day funds, for payments in U.S. dollars, on the settlement date. For
payments in a currency other than U.S. dollars, debt securities will be credited free of payment on the settlement date. If payment is
made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC Participants involved.
Euroclear and Clearstream Luxembourg. We
understand that investors that hold debt securities through Euroclear or Clearstream Luxembourg accounts will follow the settlement procedures
that are applicable to conventional Eurobonds in registered form for securities.
Debt securities will be credited to the securities
custody accounts of Euroclear and Clearstream Luxembourg participants on the business day following the settlement date, for value on
the settlement date. They will be credited either free of payment or against payment for value on the settlement date.
Secondary Market Trading
Trading Between DTC Participants
Secondary market trading between DTC participants
will occur in the ordinary way in accordance with DTC’s rules. Secondary market trading will be settled using procedures applicable
to United States corporate debt obligations in DTC’s Same-Day Funds Settlement System for securities.
If payment is made in U.S. dollars, settlement
will be in same-day funds. If payment is made in a currency other than U.S. dollars, settlement will be free of payment. If payment is
made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC participants involved.
Trading Between Euroclear and/or Clearstream
Luxembourg Participants
We understand that secondary market trading between
Euroclear and/or Clearstream Luxembourg participants will occur in the ordinary way following the applicable rules and operating procedures
of Euroclear and Clearstream Luxembourg. Secondary market trading will be settled using procedures applicable to conventional Eurobonds
in registered form for securities.
Trading Between a DTC Seller and a Euroclear
or Clearstream Luxembourg Purchaser
A purchaser of debt securities that are held in
the account of a DTC participant must send instructions to Euroclear or Clearstream Luxembourg at least one business day prior to settlement.
The instructions will provide for the transfer of the debt securities from the selling DTC participant’s account to the account
of the purchasing Euroclear or Clearstream Luxembourg participant. Euroclear or Clearstream Luxembourg, as the case may be, will then
instruct the common depositary for Euroclear and Clearstream Luxembourg to receive the debt securities either against payment or free
of payment.
The interests in the debt securities will be credited
to the respective clearing system. The clearing system will then credit the account of the participant, following its usual procedures.
Credit for the debt securities will appear on the next day, European time. Cash debit will be back-valued to, and the interest on the
debt securities will accrue from, the value date, which would be the preceding day, when settlement occurs in New York. If the trade fails
and settlement is not completed on the intended date, the Euroclear or Clearstream Luxembourg cash debit will be valued as of the actual
settlement date instead.
Euroclear participants or Clearstream Luxembourg
participants will need the funds necessary to process same-day funds settlement. The most direct means of doing this is to pre-position
funds for settlement, either from cash or from existing lines of credit, as for any settlement occurring within Euroclear or Clearstream
Luxembourg. Under this approach, participants may take on credit exposure to Euroclear or Clearstream Luxembourg until the debt securities
are credited to their accounts one business day later.
As an alternative, if Euroclear or Clearstream
Luxembourg has extended a line of credit to them, participants can choose not to pre-position funds and will instead allow that credit
line to be drawn upon to finance settlement. Under this procedure, Euroclear participants or Clearstream Luxembourg participants purchasing
debt securities would incur overdraft charges for one business day (assuming they cleared the overdraft as soon as the securities were
credited to their accounts). However, any interest on the debt securities would accrue from the value date. Therefore, in many cases,
the investment income on debt securities that is earned during that one-business day period may substantially reduce or offset the amount
of the overdraft charges. This result will, however, depend on each participant’s particular cost of funds.
Because the settlement will take place during
New York business hours, DTC participants will use their usual procedures to deliver debt securities to the depositary on behalf of Euroclear
participants or Clearstream Luxembourg participants. The sale proceeds will be available to the DTC seller on the settlement date. For
DTC participants, then, a cross-market transaction will settle no differently than a trade between two DTC participants.
Special Timing Considerations
Investors should be aware that they will only
be able to make and receive deliveries, payments and other communications involving the debt securities through Clearstream Luxembourg
and Euroclear on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers
and other institutions are open for business in the United States.
In addition, because of time-zone differences,
there may be problems with completing transactions involving Clearstream Luxembourg and Euroclear on the same business day as in the United
States. U.S. investors who wish to transfer their interests in the debt securities or to receive or make a payment or delivery of the
debt securities on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg or
Brussels, depending on whether Clearstream Luxembourg or Euroclear is used.
Issuance of Definitive Securities
So long as the depositary holds the global securities
of a particular series of debt securities, such global securities will not be exchangeable for definitive securities of that series unless:
| · | the depositary notifies the trustee that it is unwilling or unable to continue to act as depositary for the debt securities or the
depositary ceases to be a clearing agency registered under the Exchange Act; |
| · | we are wound up and we fail to make a payment on the debt securities when due; or |
| · | at any time we determine at our option and in our sole discretion that the global securities of a particular series of debt securities
should be exchanged for definitive debt securities of that series in registered form. |
Each person having an ownership or other interest
in a debt security must rely exclusively on the rules or procedures of the depositary as the case may be, and any agreement with any direct
or indirect participant of the depositary, including Euroclear or Clearstream Luxembourg and their participants, as applicable, or any
other securities intermediary through which that person holds its interest, to receive or direct the delivery of possession of any definitive
security. The indenture permits us to determine at any time and in our sole discretion that debt securities shall no longer be represented
by global securities. DTC has advised us that, under its current practices, it would notify its participants of our request, but will
only withdraw beneficial interests from the global securities at the request of each DTC participant. We would issue definitive certificates
in exchange for any such beneficial interests withdrawn.
Unless otherwise specified in the relevant prospectus
supplement, definitive debt securities will be issued in registered form only. To the extent permitted by law, we, the trustee and any
paying agent shall be entitled to treat the person in whose name any definitive security is registered as its absolute owner.
Payments in respect of each series of definitive
securities will be made to the person in whose name such definitive securities are registered as it appears in the register for that series
of debt securities. Payments will be made in respect of the debt securities by check drawn on a bank in New York or, if the holder requests,
by transfer to the holder’s account in New York. Definitive securities should be presented to the paying agent for redemption.
If we issue definitive debt securities of a particular
series in exchange for a particular global security, the depositary, as holder of that global security, will surrender it against receipt
of the definitive debt securities, cancel the book-entry debt securities of that series, and distribute the definitive debt securities
or of that series to the persons and in the amounts that the depositary specifies pursuant to the internal procedures of such depositary.
If definitive securities are issued in the limited
circumstances described above, those securities (i) will be transferable only on the register for that series of debt securities, and
(ii) may be transferred in whole or in part in denominations of any whole number of securities upon surrender of the definitive securities
certificates together with the form of transfer endorsed on it, duly completed and executed at the specified office of a paying agent.
If only part of a securities certificate is transferred, a new securities certificate representing the balance not transferred will be
issued to the transferor within three business days after the paying agent receives the certificate. The new certificate representing
the balance will be delivered to the transferor by uninsured post at the risk of the transferor, to the address of the transferor appearing
in the records of the paying agent. The new certificate representing the securities that were transferred will be sent to the transferee
within three business days after the paying agent receives the certificate transferred, by uninsured post at the risk of the holder entitled
to the securities represented by the certificate, to the address specified in the form of transfer.
PLAN OF DISTRIBUTION
We may sell securities to or through underwriters
or dealers and also may sell all or part of such senior debt securities directly to other purchasers or through agents.
The distribution of the senior debt securities
may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at negotiated prices.
In connection with the sale of senior debt securities,
we may compensate underwriters in the form of discounts, concessions or commissions or in any other way that the applicable prospectus
supplement describes. Underwriters may sell senior debt securities to or through dealers, and the dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the distribution of senior debt securities may be deemed to be underwriters,
and any discounts or commissions that we pay them and any profit on the resale of senior debt securities by them may be deemed to be underwriting
discounts and commissions, under the Securities Act. Any such underwriter or agent will be identified, and any such compensation that
we pay will be described, in the prospectus supplement.
Under agreements which we may enter into, we may
be required to indemnify underwriters, dealers and agents who participate in the distribution of senior debt securities against certain
liabilities, including liabilities under the Securities Act.
Unless a prospectus supplement specifies otherwise,
we will not offer any senior debt securities or any investments representing senior debt securities of any series to the public in the
United Kingdom. Unless otherwise specified in any agreement which we may enter into, underwriters, dealers and/or agents in relation to
the distribution of senior debt securities or any investments representing senior debt securities of any series and subject to the terms
of any such agreement, any underwriter, dealer or agent in connection with an offering of senior debt securities or any investments representing
senior debt securities of any series will represent and agree that:
| · | it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”)
and all rules and regulations made pursuant to the FSMA with respect to anything done by it in relation to the senior debt securities
or any investments representing senior debt securities of such series in, from or otherwise involving the U.K.; and |
| · | it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of
the senior debt securities or any investments representing the senior debt securities (including without limitation the registration statement,
the prospectus or any preliminary prospectus) in circumstances in which Section 21(1) of the FSMA would not, if Lloyds Bank was not an
authorized person, apply to Lloyds Bank as the issuer of the senior debt securities. |
Each new series of senior debt securities will
be a new issue of senior debt securities with no established trading market. If securities of a particular series are not listed on a
U.S. national securities exchange, certain broker-dealers may make a market in those senior debt securities, but will not be obligated
to do so and may discontinue any market making at any time without notice. We cannot give any assurance that any broker-dealer will make
a market in senior debt securities of any series or as to the liquidity of the trading market for those securities.
To the extent an initial offering of the securities
will be distributed by an affiliate of ours, each such offering of senior debt securities must be conducted in compliance with the requirements
of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”), regarding a FINRA member firm’s distribution
of senior debt securities of an affiliate and related conflicts of interest. No underwriter, selling agent or dealer utilized in the initial
offering of senior debt securities who is an affiliate of ours will confirm sales to accounts over which it exercises discretionary authority
without the prior specific written approval of its customer. Following the initial distribution of any of these senior debt securities,
affiliates of ours may offer and sell these senior debt securities in the course of their businesses as broker-dealers. Such affiliates
may act as principals or agents in these transactions and may make any sales at varying prices related to prevailing market prices at
the time of sale or otherwise. Such affiliates may also use this prospectus in connection with these transactions. None of our affiliates
is obligated to make a market in any of these senior debt securities and may discontinue any market-making activities at any time without
notice.
Any underwriter, selling agent or dealer utilized
in the initial offering of securities will not confirm sales to accounts over which it exercises discretionary authority without the prior
specific written approval of its customer.
Delayed Delivery Arrangements
If so indicated in the prospectus supplement,
we may authorize underwriters or other persons acting as their agents to solicit offers by certain institutions to purchase senior debt
securities from them pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts
may be made include commercial and savings banks, insurance companies, educational and charitable institutions and others, but in all
cases such institutions must be approved by us. The obligations of any purchaser under any such contract will be subject to the condition
that the purchase of the offered securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which
such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance
of such contracts.
LEGAL OPINIONS
Our United States counsel, Davis Polk & Wardwell
LLP, will pass upon certain legal matters relating to the securities under U.S. federal securities laws and New York law. Our English
counsel, Linklaters LLP, will pass upon certain matters under English law of the debt securities issued by Lloyds Bank.
EXPERTS
The consolidated financial statements of
Lloyds Bank plc as at and for the year ended December 31, 2021, incorporated by reference in this prospectus to Lloyds Bank plc’s
Annual Report on Form 20-F for the year ended December 31, 2021, have been audited by Deloitte LLP, an independent registered public
accounting firm, as stated in their report. Such consolidated financial statements are incorporated by reference in reliance upon
the reports of such firm, given their authority as experts in accounting and auditing.
The financial statements as of December 31,
2020 and for each of the two years in the period ended December 31, 2020, incorporated in this prospectus by reference to Lloyds
Bank plc’s Annual Report on Form 20-F for the year ended December 31, 2021, have been so incorporated in reliance on the report
of PricewaterhouseCoopers LLP, an independent registered accounting firm, given on the authority of the said firm as experts in
auditing and accounting.
ENFORCEMENT OF CIVIL LIABILITIES
Lloyds Bank is a public limited company incorporated
and registered in England. All of Lloyds Bank’s directors and executive officers, and certain experts named in this prospectus,
reside outside the United States. All or a substantial portion of Lloyds Bank’s assets and the assets of those non-resident persons
are located outside the United States. As a result, it may not be possible for investors (i) to effect service of process within the United
States upon Lloyds Bank or those persons or (ii) to enforce against Lloyds Bank or those persons judgments obtained in U.S. courts predicated
upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our English counsel,
Linklaters LLP (as to English law) that, both in original actions and in actions for the enforcement of judgments of U.S. courts, there
is doubt as to whether civil liabilities predicated solely upon the U.S. federal securities laws are enforceable in England.
WHERE YOU CAN FIND MORE INFORMATION
Ongoing Reporting
Lloyds Bank is subject to the informational requirements
of the Exchange Act and, in accordance therewith, Lloyds Bank files reports and other information with the SEC. The SEC maintains a website
at http://www.sec.gov which contains in electronic form each of the reports and other information that we have filed electronically with
the SEC. You can also read this material at the offices of The New York Stock Exchange, 20 Broad Street, New York, New York 10005, United
States on which certain of Lloyds Bank’s securities are listed.
We will provide the trustee with our annual reports,
which will include a description of operations and our annual audited consolidated financial statements. We will also provide any trustee
with interim reports that will include unaudited interim summary consolidated financial information. Upon receipt, if we so request, the
trustee will mail the reports to all record holders of the debt securities. In addition, we will provide the trustee with all notices
of meetings at which holders of debt securities are entitled to vote, and all other reports and communications that are made generally
available to holders of debt securities.
Registration Statement
This prospectus is part of a registration statement
filed with the SEC. As exhibits to the registration statement, we have also filed or incorporated by reference the indenture and our Articles
of Association. Statements contained in this prospectus as to the contents of any contract or other document referred to in this prospectus
are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit
to the registration statement, each such statement being qualified in all respects by such reference. For further information, you should
refer to the registration statement. You can obtain the full registration statement from the SEC or from us.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”
the information that we file with the SEC. This permits us to disclose important information to you by referring to these filed documents.
Any information referred to in this way is considered part of this prospectus, and any information that we file with the SEC after the
date of this prospectus will automatically be deemed to update and supersede this information.
We incorporate by reference (i) Lloyds Bank’s
Annual Report on Form 20-F for the fiscal year ended December 31, 2021 filed with the SEC on March 8, 2022; (ii) Lloyds Bank’s report
on Form 6-K filed with the SEC on April 27, 2022 including the interim results for Lloyds Bank for the three months ended March 31, 2022;
and (iii) Lloyds Bank’s report on Form 6-K filed with SEC on April 27, 2022 disclosing Lloyds Bank’s capitalization as at
March 31, 2022. We also incorporate by reference all subsequent Lloyds Bank Annual Reports filed on Form 20-F and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and certain reports on Form 6-K, if they state that they are
incorporated by reference into this prospectus, that we furnish to the SEC after the date of this prospectus and until we or any underwriters
sell all of the securities.
Upon written or oral request, we will provide
free of charge a copy of any or all of the documents that we incorporate by reference into this prospectus, other than exhibits which
are not specifically incorporated by reference into this prospectus. To obtain copies you should contact us at Investor Relations, 25
Gresham Street, London EC2V 7HN, United Kingdom or by telephone at +44 (0) 207 356 1273.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
Certain statements included in this prospectus
are forward-looking statements. We may make forward-looking statements in other documents filed with the SEC that are incorporated by
reference into this prospectus. Forward-looking statements can be identified by the use of forward-looking terminology such as words “expect”,
“estimate”, “project”, “anticipate”, “believes”, “should”, “could”,
“intend”, “plan”, “probability”, “risk”, “target”, “goal”, “objective”,
“may”, “endeavor”, “outlook”, “optimistic”, “prospects” or by the use of similar
expressions or variations on such expressions, or by the discussion of strategy or objectives. Forward-looking statements are based on
current plans, estimates and projections, and are subject to inherent risks, uncertainties and other factors which could cause actual
results to differ materially from the future results expressed or implied by such forward-looking statements.
In particular, this prospectus and certain documents
incorporated by reference into this prospectus include forward-looking statements relating, but not limited to: projections or expectations
of Lloyds Bank Group’s future financial position, including profit attributable to shareholders, provisions, economic profit, dividends,
capital structure, portfolios, net interest margin, capital ratios, liquidity, risk-weighted assets (“RWAs”), expenditures
or any other financial items or ratios; litigation, regulatory and governmental investigations; Lloyds Bank Group’s future financial
performance; the level and extent of future impairments and write-downs; Lloyds Bank Group’s ESG targets and/or commitments; statements
of plans, objectives or goals of Lloyds Bank Group or its management and other statements that are not historical fact; expectations about
the impact of COVID-19; and statements of assumptions underlying such statements. By their nature, forward looking statements involve
risk and uncertainty because they relate to events and depend upon circumstances that will or may occur in the future.
Factors that could cause actual business, strategy,
plans and/or results (including but not limited to the payment of dividends) to differ materially from forward looking statements include,
but are not limited to: general economic and business conditions in the U.K. and internationally; market related risks, trends and developments;
risks concerning borrower and counterparty credit quality; fluctuations in interest rates, inflation, exchange rates, stock markets and
currencies; volatility in credit markets; volatility in the price of our securities; any impact of the transition from IBORs to alternative
reference rates; the ability to access sufficient sources of capital, liquidity and funding when required; changes to Lloyds Bank Group’s
credit ratings; the ability to derive cost savings and other benefits including, but without limitation, as a result of any acquisitions,
disposals and other strategic transactions; inability to capture accurately the expected value from acquisitions; potential changes in
dividend policy; the ability to achieve strategic objectives; insurance risks; management and monitoring of conduct risk; exposure to
counterparty risk; credit rating risk; tightening of monetary policy in jurisdictions in which Lloyds Bank Group operates; instability
in the global financial markets, including within the Eurozone, and as a result of ongoing uncertainty following the exit by the U.K.
from the European Union (“EU”) and the effects of the EU/U.K. Trade and Cooperation Agreement; political instability including
as a result of any U.K. general election and any further possible referendum on Scottish independence; operational risks; conduct risk;
technological changes and risks to the security of IT and operational infrastructure, systems, data and information resulting from increased
threat of cyber and other attacks; natural pandemic (including but not limited to the COVID-19 pandemic) and other disasters; inadequate
or failed internal or external processes or systems; acts of hostility or terrorism and responses to those acts, or other such events;
geopolitical unpredictability; the war between Russia and Ukraine; risks relating to sustainability and climate change (and achieving
climate change ambitions), including Lloyds Bank Group’s or Lloyds Banking Group’s ability along with the government and other
stakeholders to measure, manage and mitigate the impacts of climate change effectively; changes in laws, regulations, practices and accounting
standards or taxation; changes to regulatory capital or liquidity requirements and similar contingencies; assessment related to resolution
planning requirements; the policies and actions of governmental or regulatory authorities or courts together with any resulting impact
on the future structure of Lloyds Bank Group; failure to comply with anti-money laundering, counter terrorist financing, anti-bribery
and sanctions regulations; failure to prevent or detect any illegal or improper activities; projected employee numbers and key person
risk; increased labor costs; assumptions and estimates that form the basis of our financial statements; the impact of competitive conditions;
and exposure to legal, regulatory or competition proceedings, investigations or complaints. A number of these influences and factors are
beyond Lloyds Bank Group’s control.
Other factors could also adversely affect our
results or the accuracy of forward-looking statements in this prospectus, and you should not consider the factors discussed here or in
Lloyds Bank’s Form 20-F filed on March 8, 2022 or other documents incorporated by reference herein to be a complete set of all potential
risks or uncertainties. We have economic, financial market, credit, legal and other specialists who monitor economic and market conditions
and government policies and actions. However, because it is difficult to predict with accuracy any changes in economic or market conditions
or in governmental policies and actions, it is difficult for us to anticipate the effects that such changes could have on our financial
performance and business operations.
The forward-looking statements made in this prospectus
speak only as of the date of this prospectus. We do not intend to publicly update or revise these forward-looking statements to reflect
events or circumstances after the date of this prospectus, and we do not assume any responsibility to do so. You should, however, consult
any further disclosures of a forward-looking nature we made in other documents filed with the SEC that are incorporated by reference into
this prospectus. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.
PART II
INFORMATION NOT
REQUIRED IN THE PROSPECTUS
Item 8. Indemnification of Directors and Officers
Lloyds Banking Group plc
Except as hereinafter set forth, there is no provision
of the Articles of Association of Lloyds Banking Group plc (the “company”, for purposes of this Item 8) or any contract, arrangement
or statute under which any director or officer of the company is insured or indemnified in any manner against any liability that they
may incur in their capacity as such.
Deed of Indemnity
The company has entered into (or will enter into)
Deeds of Indemnity with the directors and certain officers and employees of the company that, subject to certain conditions precedent
and limitations, in consideration for such director or officer or employee continuing in or accepting office as a director or officer
of (i) the company, (ii) a subsidiary undertaking or holding company of the company, or (iii) any undertaking in which the relevant employee
is acting as director, officer or trustee at the company’s request, the company will indemnify the director or officer or employee
against any liability, including (without limitation) any fees, costs and expenses of any nature, whatsoever and howsoever arising incurred
by, or attaching to, the director or officer or employee in respect of the execution of such director or officer or employee’s duties,
arising out of or in connection with any claim relating to any Group company, or in the actual or purported execution and/or discharge
of his duties and/or the actual or purported exercise of his powers and/or otherwise in relation to or in connection with his duties,
powers or office as an employee, officer, trustee or agent of the company or any associated company (as described in clauses (ii) and
(iii) above), in each case including (without limitation) in connection with any negligence, default, breach of duty or breach of trust
by such director, officer or employee.
Articles 128, 129 and 130 of the company’s Articles
of Association provide:
128 Indemnity
128.1 Subject to
the provisions of, and so far as may be permitted by and consistent with, the statutes, any person who is or was at any time a director,
officer, employee or trustee of the company or of any associated company or organisation may be indemnified by the company out of its
own funds against:
128.1.1 any liability
incurred by or attaching to such person in connection with any negligence, default, breach of duty or breach of trust by such person in
relation to the company or any associated company or organisation; and
128.1.2 any other
liability incurred by or attaching to such person in the actual or purported execution and/or discharge of such person’s duties
and/or the exercise or purported exercise of such person’s powers and/or otherwise in relation to or in connection with such person’s
duties, powers or offices.
128.2 Where any
such person is indemnified against any liability in accordance with article 128.1, such indemnity shall extend to all costs, charges,
losses, expenses and liabilities incurred by such person in relation thereto.
129 Insurance
Without prejudice to article 128 above, the directors shall
have power to purchase and maintain insurance for or for the benefit of any person who is or was at any time a director, officer, employee
or trustee of the company or of any associated company or organisation, including insurance against any liability incurred by or attaching
to such person in respect of any act or omission in the actual or purported execution and/or discharge of such person’s duties and/or
in the exercise or purported exercise of such person’s powers and/or otherwise in relation to or in connection with such person’s
duties, powers or offices in relation to the company or any associated company or organisation, (and all costs, charges, losses, expenses
and liabilities incurred by such person in relation thereto).
130 Defence
expenditure
130.1 Subject to
the provisions of, and so far as may be permitted by and consistent with, the statutes, the company:
130.1.1 may provide
any person who is or was at any time a director, officer, employee or trustee of the company or of any associated company or organisation
with funds to meet expenditure incurred or to be incurred by such person in defending any criminal or civil proceedings in connection
with any negligence, default, breach of duty or breach of trust by such person in relation to the company or any associated company or
organisation or in connection with any application for relief from liability under the statutes; and
130.1.2 may do
anything to enable any such a person to avoid incurring such expenditure.
130.2 Subject to
the provisions of, and so far as may be permitted by and consistent with, the statutes, the company:
130.2.1 may provide
any person who is or was at any time a director, officer, employee or trustee of the company or of any associated company or organisation
with funds to meet expenditure incurred or to be incurred by such person in defending themselves in an investigation by a regulatory authority
or against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or
breach of trust by such person in relation to the company or any associated company or organisation; and
130.2.2 may do
anything to enable any such a person to avoid incurring such expenditure.
130.3 For the purpose
of articles 128 to 130 an “associated company or organisation” is any company or other body, whether or not incorporated,
(i) which is the company’s holding company; or (ii) in which the company or its holding company or any of the predecessors of
the company or of such holding company has any interest whether direct or indirect; or
(iii) which is in any way allied to or associated with the
company or its holding company or any of the predecessors of the company or of such holding company (including any pension fund or employees’
share scheme in which any employees of the company or of any associated company or organisation are interested and any company acting
as trustee for such pension fund or share scheme); or (iv) which is a subsidiary undertaking of any person mentioned in (iii) or (v) to
which directors, officers, employees or trustees of the company or of any subsidiary undertaking or any holding company of the company
are permitted by the company or any subsidiary undertaking or any holding company of the company to lend their services; and “person”
shall include any natural person, partnership, other unincorporated association or body corporate.
Section 232 of the Companies Act 2006 provides:
(1) Any provision that purports to exempt a director
of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach
of duty or breach of trust in relation to the company is void.
(2) Any provision by which a company directly
or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability
attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he
is a director is void, except as permitted by–
(a) section 233 (provision of insurance),
(b) section 234 (qualifying third party indemnity
provision), or
(c) section 235 (qualifying pension scheme indemnity
provision).
(3) This section applies to any provision, whether
contained in a company’s articles or in any contract with the company or otherwise.
(4) Nothing in this section prevents a company’s
articles from making such provision as has previously been lawful for dealing with conflicts of interest.
Section 234 of the Companies Act 2006 provides:
(1) Section 232(2) (voidness of provisions for
indemnifying directors) does not apply to qualifying third party indemnity provision.
(2) Third party indemnity provision means provision
for indemnity against liability incurred by the director to a person other than the company or an associated company.
Such provision is qualifying third party indemnity
provision if the following requirements are met.
(3) The provision must not provide any indemnity
against:
(a) any liability of the director to pay:
(i) a fine imposed in criminal proceedings, or
(ii) a sum payable to a regulatory authority by
way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or
(b) any liability incurred by the director:
(i) in defending criminal proceedings in which
he is convicted, or
(ii) in defending civil proceedings brought by
the company, or an associated company, in which judgment is given against him, or
(iii) in connection with an application for relief
(see subsection (6)) in which the court refuses to grant him relief.
(4) The references in subsection (3)(b) to a conviction,
judgment or refusal of relief are to the final decision in the proceedings.
(5) For this purpose:
(a) a conviction, judgment or refusal of relief
becomes final:
(i) if not appealed against, at the end of the
period for bringing an appeal, or
(ii) if appealed against, at the time when the
appeal (or any further appeal) is disposed of; and
(b) an appeal is disposed of:
(i) if it is determined and the period for bringing
any further appeal has ended, or
(ii) if it is abandoned or otherwise ceases to
have effect.
(6) The reference in subsection (3)(b)(iii) to
an application for relief is to an application for relief under section 661(3) or (4) (power of court to grant relief in case of acquisition
of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).
Section 1157 of the Companies Act 2006 provides:
(1) If in proceedings for negligence, default,
breach of duty or breach of trust against:
(a) an officer of a company, or
(b) a person employed by a company as auditor
(whether he is or is not an officer of the company), it appears to the court hearing the case that the officer or person is or may be
liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected
with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms
as it thinks fit.
(2) If any such officer or person has reason to
apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust:
(a) he may apply to the court for relief, and
(b) the court has the same power to relieve him
as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of
trust had been brought.
(3) Where a case to which subsection (1) applies
is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland,
the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced
against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree
of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.
Any underwriters of securities registered on this
registration statement will each agree, severally, and not jointly, to indemnify the company’s directors, the company’s officers
who sign the registration statement and the company’s authorized representative in the United States from and against certain civil
liabilities based on information relating to such underwriter furnished in writing by such underwriter expressly for use herein.
The company will agree to indemnify the company’s
authorized representative in the United States from and against certain directors’ and officers’ liabilities.
In addition, the company has obtained directors’
and officers’ insurance coverage, which, subject to policy terms and limitations, includes coverage to reimburse the company for
amounts that it may be required or permitted by law to pay directors or officers of the company and its consolidated subsidiaries.
Lloyds Bank plc
Except as hereinafter set forth, there is no provision
of the Articles of Association of Lloyds Bank plc (the “Company”, for purposes of this Item 8) or any contract, arrangement
or statute under which any director or officer of the Company is insured or indemnified in any manner against any liability that they
may incur in their capacity as such.
Deed of Indemnity
The Company has entered into Deeds of Indemnity
with the directors and certain officers and employees of the Company that, subject to certain conditions precedent and limitations, in
consideration for such director or officer or employee continuing in or accepting office as a director or officer of (i) the Company,
(ii) a subsidiary undertaking or holding company of the Company or (iii) any undertaking which is not part of the Group but in which an
employee of the Company is acting as director or officer or trustee at the Company’s request, the Company will indemnify the director
or officer or employee (hereinafter an “Officer” as defined within the related Deeds of Indemnity (the “Deeds”))
against any liability, including (without limitation) any expenditure (as defined within the Deeds), whatsoever and howsoever arising,
whether in the United Kingdom or any other country in the world, incurred by, or attaching to, such Officer in respect of the execution
of such Officers duties on or after 7 March 2016 or from the date of his or her appointment as an Officer if later, subject to the further
terms of the Deeds.
Articles 71, 72 and 73 of the Company’s Articles
of Association provide:
Article 71 Indemnity
71.1. Subject to
Article 71.2, a Relevant Director may be indemnified out of the Company’s assets against:
71.1.1 any liability
incurred by or attaching to that Director in connection with any negligence, default, breach of duty or breach of trust in relation to
the Company or an Associated Company;
71.1.2 any liability
incurred by or attaching to that Director in connection with the activities of the Company or an Associated Company in its capacity as
a trustee of an occupational pension scheme (as defined in Section 235(6) of the Companies Act 2006);
71.1.3 any other
liability incurred by or attaching to that Director as an officer of the Company or an Associated Company.
71.2. This Article
71 does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other
provision of law.
71.3. Where a Relevant
Director is indemnified against any liability in accordance with this Article, such indemnity shall extend to all costs, charges, losses,
expenses and liabilities incurred by the Relevant Director in relation thereto.
Article 72 Insurance
72.1. The Directors
shall have the power to purchase and maintain insurance, at the expense of the Company, for the benefit of any Relevant Director in respect
of any relevant loss.
72.2. In this Article
72, a “relevant loss” means any loss or liability which has been or may be incurred by a Relevant Director in connection with
that Director’s duties or powers in relation to the Company, any Associated Company or any pension fund or employees’ share
scheme of the Company or Associated Company.
Article 73 Defence expenditure
73.1. So far as
may be permitted by the Companies Acts, the Company may:
73.1.1 provide
a Relevant Director with funds to meet expenditure incurred or to be incurred by the Relevant Director in:
(i) defending any
criminal or civil proceedings in connection with any negligence, default, breach of duty or breach of trust by the Relevant Director in
relation to the Company or an Associated Company; or
(ii) in connection
with any application for relief under the provisions mentioned in Section 205(5) of the Companies Act 2006; and
73.1.2 do anything
to enable any such Relevant Director to avoid incurring such expenditure.
73.2. The terms
set out in Section 205(2) of the Companies Act 2006 shall apply to any provision of funds or other things done under Article 73.1.
73.3. So far as
may be permitted by the Companies Acts, the Company:
(a) shall provide
a Relevant Director with funds to meet expenditure incurred or to be incurred by the Relevant Director in defending themselves in an investigation
by a regulatory authority or against action proposed to be taken by a regulatory authority in connection with any alleged negligence,
default, breach of duty or breach of trust by the Relevant Director in relation to the Company or any Associated Company; and
(b) may do anything
to enable the Relevant Director to avoid incurring such expenditure.
Section 232 of the Companies Act 2006 provides:
(1) Any provision that purports to exempt a director
of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach
of duty or breach of trust in relation to the company is void.
(2) Any provision by which a company directly
or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability
attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he
is a director is void, except as permitted by–
(a) section 233 (provision of insurance),
(b) section 234 (qualifying third party indemnity
provision), or
(c) section 235 (qualifying pension scheme indemnity
provision).
(3) This section applies to any provision, whether
contained in a company’s articles or in any contract with the company or otherwise.
(4) Nothing in this section prevents a company’s
articles from making such provision as has previously been lawful for dealing with conflicts of interest.
Section 234 of the Companies Act 2006 provides:
(1) Section 232(2) (voidness of provisions for
indemnifying directors) does not apply to qualifying third party indemnity provision.
(2) Third party indemnity provision means provision
for indemnity against liability incurred by the director to a person other than the company or an associated company.
Such provision is qualifying third party indemnity
provision if the following requirements are met.
(3) The provision must not provide any indemnity
against:
(a) any liability of the director to pay:
(i) a fine imposed in criminal proceedings, or
(ii) a sum payable to a regulatory authority by
way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or
(b) any liability incurred by the director:
(i) in defending criminal proceedings in which
he is convicted, or
(ii) in defending civil proceedings brought by
the company, or an associated company, in which judgment is given against him, or
(iii) in connection with an application for relief
(see subsection (6)) in which the court refuses to grant him relief.
(4) The references in subsection (3)(b) to a conviction,
judgment or refusal of relief are to the final decision in the proceedings.
(5) For this purpose:
(a) a conviction, judgment or refusal of relief
becomes final:
(i) if not appealed against, at the end of the
period for bringing an appeal, or
(ii) if appealed against, at the time when the
appeal (or any further appeal) is disposed of; and
(b) an appeal is disposed of:
(i) if it is determined and the period for bringing
any further appeal has ended, or
(ii) if it is abandoned or otherwise ceases to
have effect.
(6) The reference in subsection (3)(b)(iii) to
an application for relief is to an application for relief under section 661(3) or (4) (power of court to grant relief in case of acquisition
of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).
Section 1157 of the Companies Act 2006 provides:
(1) If in proceedings for negligence, default,
breach of duty or breach of trust against:
(a) an officer of a company, or
(b) a person employed by a company as auditor
(whether he is or is not an officer of the company), it appears to the court hearing the case that the officer or person is or may be
liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected
with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms
as it thinks fit.
(2) If any such officer or person has reason to
apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust:
(a) he may apply to the court for relief, and
(b) the court has the same power to relieve him
as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of
trust had been brought.
(3) Where a case to which subsection (1) applies
is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in England,
the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced
against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in England, grant decree of
absolvitor) on such terms as to costs (in England, expenses) or otherwise as the judge may think proper.
Any underwriters of securities registered on this
registration statement will each agree, severally, and not jointly, to indemnify the Company’s directors, the Company’s officers
who sign the registration statement and the Company’s authorized representative in the United States from and against certain civil
liabilities based on information relating to such underwriter furnished in writing by such underwriter expressly for use herein.
The Company will agree to indemnify the Company’s
authorized representative in the United States from and against certain directors’ and officers’ liabilities.
In addition, the Company has obtained directors’
and officers’ insurance coverage, which, subject to policy terms and limitations, includes coverage for Insurers to reimburse the
Company for legal costs that it may be required or permitted by law to pay directors or officers of the Company and its consolidated subsidiaries.
Insurers can reimburse the Company for the legal costs of directors and officers subject to policy terms and conditions once the amount
of legal costs incurred has exceeded the deductible.
Item 9. Exhibits
Reference is made to the Exhibit Index included
herewith which is incorporated herein by reference.
Item 10. Undertakings
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (1)(i), (1)(ii) and
(1)(iii) above shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the SEC pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference
in this registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the
registration statement to include any financial statements required by Item 8.A of Form 20-F, or to incorporate such financial statements
by reference to a report filed pursuant to the Exchange Act, at the start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that a registrant
includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other
information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect this registration statement, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and
information are contained in periodic reports filed with or furnished to the SEC by a registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this registration statement.
(5) That, for the purpose of determining liability
under the Securities Act to any purchaser:
(a) Each prospectus filed by a registrant pursuant
to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and
(b) Each prospectus required to be filed pursuant
to Rule 424(b)(2), (b)(5) or (b)(7) as part of this registration statement in reliance on Rule 430B relating to an offering made pursuant
to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a
new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that
no statement made in this registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(6) That, for the purpose of determining liability
of a registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned undertake that
in a primary offering of securities of the undersigned pursuant to this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to
such purchaser:
(i) any preliminary prospectus or prospectus of
the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;
(iii) the portion of any other free writing prospectus
relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrants; and
(iv) any other communication that is an offer
in the offering made by the undersigned registrants to the purchaser.
The undersigned registrants hereby undertake that,
for purposes of determining any liability under the Securities Act, each filing of their annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section l5(d) of
the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of a registrant pursuant to the foregoing provisions,
or otherwise, the registrants have been advised that in the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of a registrant in
the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as
expressed in the Securities Act and will be governed by a final adjudication of such issue.
EXHIBIT INDEX
| Number |
Description |
| 1.1 |
Form of Underwriting Agreement for the senior debt securities of Lloyds Banking Group plc. |
| 1.2 |
Form of Underwriting Agreement for the subordinated debt securities of Lloyds Banking Group plc. |
| 1.3 |
Form of Underwriting Agreement for the capital securities of Lloyds Banking Group plc. |
| 1.4** |
Form of Share Certificate. |
| 1.5 |
Form of Underwriting Agreement for the senior debt securities of Lloyds Bank plc. |
| 4.1* |
Senior Debt Securities Indenture between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of July 6, 2010 (previously filed as Exhibit 4.1 to Form 8-A12B on July 16, 2010). |
| 4.2* |
First Supplemental Indenture to the Senior Debt Securities Indenture between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of July 6, 2016 (previously filed as Exhibit 4.1 to Form 6-K on July 6, 2016). |
| 4.3* |
Subordinated Debt Securities Indenture among Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of November 4, 2014 (previously filed as Exhibit 4.1 to Form 6-K on November 4, 2014). |
| 4.4* |
First Supplemental Indenture to the Subordinated Debt Securities Indenture among Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of November 4, 2014 (previously filed as Exhibit 4.2 to Form 6-K on November 4, 2014). |
| 4.5* |
Second Supplemental Indenture to the Subordinated Debt Securities Indenture among Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of December 1, 2015 (previously filed as Exhibit 4.15 to Form F-3ASR on June 2, 2016). |
| 4.6* |
Third Supplemental Indenture to the Subordinated Debt Securities Indenture among Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of December 10, 2015 (previously filed as Exhibit 4.16 to Form F-3ASR on June 2, 2016). |
| 4.7* |
Fourth Supplemental Indenture to the Subordinated Debt Securities Indenture among Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of March 24, 2016 (previously filed as Exhibit 4.1 to Form 6-K on March 24, 2016). |
| 4.8* |
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 (incorporated herein by reference from Exhibit 4.2 to the Form F-4 filed with the Commission on October 7, 2016). |
| 4.9* |
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 (incorporated herein by reference from Exhibit 4.3 to the Form F-4 filed with the Commission on October 7, 2016). |
| 4.10* |
Seventh Supplemental Indenture to the Subordinated Debt Securities Indenture among Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of January 9, 2018 (previously filed as Exhibit 4.1 to Form 6-K on January 9, 2018). |
| 4.11* |
Eighth Supplemental Indenture to the Subordinated Debt Securities Indenture among Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of June 15, 2021 (previously filed as Exhibit 4.1 to Form 6-K on June 16, 2021). |
| 4.12* |
Capital Securities Indenture between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of March 6, 2014 (previously filed as Exhibit 4.1 to Form F-4 on March 6, 2014). |
| 4.13* |
Senior Debt Securities Indenture between Lloyds Bank plc, as Issuer, and The Bank of New York Mellon, as Trustee, dated as of August 15, 2019 (previously filed as Exhibit 4.1 to Form 6-K on August 14, 2019). |
| 4.14* |
Amended and Restated Deposit Agreement among Lloyds Banking Group plc, The Bank of New York Mellon and all holders from time to time of American Depositary Receipts issued thereunder, including the Form of the American Depositary Receipt (previously filed as an Exhibit to the Registration Statement on Form F-6 filed on February 11, 2020, Registration No. 333-218363). |
| 5.1 |
Opinion of CMS Cameron McKenna Nabarro Olswang LLP, Scottish solicitors to Lloyds Banking Group plc, as to the validity of the debt securities and the enforceability of subordination provisions of the subordinated debt securities issued by Lloyds Banking Group plc. |
| 5.2 |
Opinion of CMS Cameron McKenna Nabarro Olswang LLP, Scottish solicitors to Lloyds Banking Group plc, as to the validity of the capital securities issued by Lloyds Banking Group plc. |
| 5.3 |
Opinion of CMS Cameron McKenna Nabarro Olswang LLP, Scottish solicitors to Lloyds Banking Group plc, as to the validity of the ordinary shares issued by Lloyds Banking Group plc. |
| 5.4 |
Opinion of Davis Polk & Wardwell LLP, U.S. counsel to Lloyds Banking Group plc, as to the validity of the securities issued by Lloyds Banking Group plc. |
| 5.5 |
Opinion of Linklaters LLP, English counsel to Lloyds Bank plc as to certain matters of the senior debt securities issued by Lloyds Bank plc. |
| 5.6 |
Opinion of Davis Polk & Wardwell LLP, U.S. counsel to Lloyds Bank plc, as to the validity of the securities issued by Lloyds Bank plc. |
| 23.1* |
Consent of CMS Cameron McKenna Nabarro Olswang LLP (included in Exhibits 5.1, 5.2 and 5.3 above). |
| 23.2* |
Consent of Davis Polk & Wardwell LLP (included in Exhibits 5.4 and 5.6 above). |
| 23.3 |
Consent of Deloitte LLP regarding Lloyds Banking Group plc. |
| 23.4 |
Consent of Deloitte LLP regarding Lloyds Bank plc. |
| 23.5 |
Consent of PricewaterhouseCoopers LLP regarding Lloyds Banking Group plc. |
| 23.6 |
Consent of PricewaterhouseCoopers LLP regarding Lloyds Bank plc. |
| 23.7* |
Consent of Linklaters LLP (included in Exhibit 5.5 above). |
| 24.1 |
Powers of Attorney regarding Lloyds Banking Group plc (included on signature page to the registration statement). |
| 24.2 |
Powers of Attorney regarding Lloyds Bank plc (included on signature page to the registration statement). |
| 25.1 |
Statement of Eligibility for the Senior Debt Securities Indenture dated as of July 6, 2010, between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Indenture Trustee. |
| 25.2 |
Statement of Eligibility for the Subordinated Debt Securities Indenture dated as of November 4, 2014, between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Indenture Trustee. |
| 25.3 |
Statement of Eligibility for the Capital Securities Indenture dated as of March 6, 2014, between Lloyds Banking Group plc, as Issuer, and The Bank of New York Mellon, as Indenture Trustee. |
| 25.4 |
Statement of Eligibility for the Senior Debt Securities Indenture between Lloyds Bank plc, as Issuer, and The Bank of New York Mellon, as Indenture Trustee. |
| * |
Incorporated by reference. |
| ** |
To be filed by amendment or incorporated by reference to a subsequently filed report on Form 6-K. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form F-3 and has duly caused this registration statement on Form F-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in London, United Kingdom, on June 7, 2022.
| |
LLOYDS BANKING GROUP plc
|
| |
|
| |
|
| |
By: |
/s/ Charlie Nunn |
| |
|
Name: Charlie Nunn |
| |
|
|
| |
|
Title: Executive Director and Group Chief Executive |
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Sidra Bibi, Carl Davies, Ian M. Fox, Marian Galley, Graham Gratton, Peter R. Green,
Russell Haward, Cecile Hillary, Neil Jones, Simon Love, Claire-Elizabeth Padley, Gavin Parker, Steven Powell, Carol Rugg, Richard D. Shrimpton
and Gus Yau 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/ Charlie Nunn |
|
June 7, 2022 |
| Charlie Nunn |
(Executive Director and Group Chief Executive) |
|
| |
|
|
| /s/ William Chalmers |
|
June 7, 2022 |
| William Chalmers |
(Executive Director and Chief Financial Officer) |
|
| |
|
|
| /s/ Robin Budenberg |
|
June 7, 2022 |
| Robin Budenberg |
(Chairman) |
|
| |
|
|
| /s/ Alan Dickinson |
|
June 7, 2022 |
| Alan Dickinson |
(Deputy Chairman and Senior Independent Director) |
|
| |
|
|
| /s/ Sarah Legg |
|
June 7, 2022 |
| Sarah Legg |
(Independent Director) |
|
| |
|
|
| /s/ Lord Lupton |
|
June 7, 2022 |
| Lord Lupton |
(Independent Director) |
|
| |
|
|
| /s/ Amanda Mackenzie |
|
June 7, 2022 |
| Amanda Mackenzie |
(Independent Director) |
|
| |
|
|
| /s/ Harmeen Mehta |
|
June 7, 2022 |
| Harmeen Mehta |
(Independent Director) |
|
| |
|
|
| /s/ Catherine Woods |
|
June 7, 2022 |
| Catherine Woods |
(Independent Director) |
|
| |
|
|
| /s/ Kelvina Smith |
|
June 7, 2022 |
| Kelvina Smith |
(U.S. authorized representative) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form F-3 and has duly caused this registration statement on Form F-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in London, United Kingdom, on June 7, 2022.
| |
LLOYDS BANK plc |
| |
|
| |
|
| |
By: |
/s/ Charlie Nunn |
| |
|
Name: Charlie Nunn |
| |
|
|
| |
|
Title: Executive Director and Group Chief Executive |
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Sidra Bibi, Carl Davies, Ian M. Fox, Marian Galley, Graham Gratton, Peter R. Green,
Russell Haward, Cecile Hillary, Neil Jones, Simon Love, Claire-Elizabeth Padley, Gavin Parker, Steven Powell, Carol Rugg, Richard D. Shrimpton
and Gus Yau 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/ Charlie Nunn |
|
June 7, 2022 |
| Charlie Nunn |
(Executive Director and Group Chief Executive) |
|
| |
|
|
| /s/ William Chalmers |
|
June 7, 2022 |
| William Chalmers |
(Executive Director and Chief Financial Officer) |
|
| |
|
|
| /s/ Robin Budenberg |
|
June 7, 2022 |
| Robin Budenberg |
(Chairman) |
|
| |
|
|
| /s/ Alan Dickinson |
|
June 7, 2022 |
| Alan Dickinson |
(Deputy Chairman and Senior Independent Director) |
|
| |
|
|
| /s/ Sarah Legg |
|
June 7, 2022 |
| Sarah Legg |
(Independent Director) |
|
| |
|
|
| /s/ Lord Lupton |
|
June 7, 2022 |
| Lord Lupton |
(Independent Director) |
|
| |
|
|
| /s/ Amanda Mackenzie |
|
June 7, 2022 |
| Amanda Mackenzie |
(Independent Director) |
|
| |
|
|
| /s/ Harmeen Mehta |
|
June 7, 2022 |
| Harmeen Mehta |
(Independent Director) |
|
| |
|
|
| /s/ Catherine Woods |
|
June 7, 2022 |
| Catherine Woods |
(Independent Director) |
|
| |
|
|
| /s/ Nigel Hinshelwood |
|
June 7, 2022 |
| Nigel Hinshelwood |
(RFB Senior Independent Director) |
|
| |
|
|
| /s/ Sarah Bentley |
|
June 7, 2022 |
| Sarah Bentley |
(RFB Independent Director) |
|
| |
|
|
| /s/ Brendan Gilligan |
|
June 7, 2022 |
| Brendan Gilligan |
(RFB Independent Director) |
|
| |
|
|
| /s/ Kelvina Smith |
|
June 7, 2022 |
| Kelvina Smith |
(U.S. authorized representative) |
|
