Lloyds Bank PLC Notice of Results of Covered Bondholder Meetings (1676J)

TIDM94WP

RNS Number : 1676J

Lloyds Bank PLC

18 December 2020

LLOYDS BANK PLC

(incorporated with limited liability in England and Wales registered number 2065)

(the Issuer)

NOTICE OF RESULTS OF COVERED BONDHOLDER MEETINGS

to the holders of those of the:

U.S.$750,000,000 Series 2018-5 3.375 per cent. Fixed Rate Covered Bonds due November 2021

(ISIN: XS1907146671)

(the Series 2018-5 Covered Bonds)

U.S.$1,000,000,000 Series 2019-5 2.125 per cent. Fixed Rate Covered Bonds due July 2022

(ISIN: XS2031976082)

(the Series 2019-5 Covered Bonds)

(each a Series and together the Covered Bonds, and the holders thereof, the Covered Bondholders) of the Issuer presently outstanding.

On 9 November 2020, the Issuer announced an invitation to Eligible Covered Bondholders (as defined below) of the Covered Bonds described in the table below to consent to certain amendments to the terms of the Covered Bonds (the Consent Solicitation). The initial meetings of the Covered Bondholders in respect of each Series were adjourned on 4th December 2020. Separate meetings of each of the Series of Covered Bondholders (the Meetings) were held earlier today in connection with the Consent Solicitation, and the Issuer now announces the results of the Meetings.

The full terms and conditions of the Consent Solicitation were contained in the consent solicitation memorandum dated 9 November 2020 (the Consent Solicitation Memorandum) prepared by the Issuer. Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.

 
  Details of the Covered        ISIN          Outstanding Principal       Outcome of Meeting 
           Bonds                                      Amount 
 U.S.$750,000,000 Series    XS1907146671   U.S.$750,000,000                  Extraordinary 
  2018-5 3.375 per cent.                    (of which U.S.$130,580,000     Resolution Passed 
  Fixed Rate Covered                        is held by the                  and Eligibility 
  Bonds due November                        Issuer)                       Condition satisfied 
  2021 (the Series 2018-5                                                    100% of votes 
  Covered Bonds)                                                             received of a 
                                                                            quorum of 66.29% 
                                                                             at the Meeting 
                                                                             were in favour 
                                                                          of the Extraordinary 
                                                                               Resolution 
 U.S.$1,000,000,000         XS2031976082   U.S.$1,000,000,000                Extraordinary 
  Series 2019-5 2.125                       (of which U.S.$63,970,000      Resolution Passed 
  per cent. Fixed Rate                      is held by the                  and Eligibility 
  Covered Bonds due                         Issuer)                       Condition satisfied 
  July 2022 (the Series                                                      100% of votes 
  2019-5 Covered Bonds)                                                      received of a 
                                                                            quorum of 58.30% 
                                                                             at the Meeting 
                                                                             were in favour 
                                                                          of the Extraordinary 
                                                                               Resolution

Meetings of the Covered Bondholders

The Meetings were held earlier today, and NOTICE IS HEREBY GIVEN to the Covered Bondholders that the quorum required for the Meetings in respect of the Covered Bonds of the relevant Series was obtained the relevant Extraordinary Resolution was duly passed and the Eligibility Condition in respect of each Series was satisfied, and accordingly the Amended and Restated Final Terms, the Supplemental Trust Deed, the Supplemental Agency Agreement and the Covered Bond Agreement (the Amendment Documents) relating to the each Series of Covered Bonds will be executed on or about the Pricing Date and the amendments will be effective from 18 December 2020.

Summary of Modifications to the Conditions

Pursuant to the terms of the Extraordinary Resolution, the Series 2018-5 Covered Bonds and the Series 2019-5 Covered Bonds will be modified so that, instead of the Extended Due for Payment Period Interest Basis being USD LIBOR, the Extended Due for Payment Period Interest Basis will now become SOFR:

(a) The Rate of Interest during the Extended Due for Payment Period for the Series 2018-5 Covered Bonds and the Series 2019-5 Covered Bonds will continue to be a floating rate and will be SOFR plus a Margin as specified in the Amended and Restated Series 2018-5 Final Terms (the Series 2018-5 Adjusted Margin) and the Series 2019-5 Final Terms (the Series 2019-5 Adjusted Margin).

(b) The Series 2018-5 Adjusted Margin will be the sum of 0.320 per cent. and the USD LIBOR vs SOFR Interpolated Basis.

The Series 2018-5 Adjusted Margin and the Series 2019-5 Adjusted Margin will be calculated on the Pricing Date (18 December 2020). A pricing announcement will be sent to the Covered Bondholders as soon as practicable following the Pricing Time on the Pricing Date confirming the Adjusted Margin.

DISCLAIMER This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Covered Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Covered Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate at the Meeting. None of the Issuer, the LLP, the Bond Trustee, the Security Trustee, the Principal Paying Agent, the Solicitation Agent and the Tabulation Agent expresses any opinion about the terms of the Consent Solicitation or the Extraordinary Resolution or makes any recommendation whether Covered Bondholders should participate in the Consent Solicitation or otherwise participate at the Meeting applicable to them.

SOLICITATION AND DISTRIBUTION RESTRICTIONS

United States

The Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available to persons who are (i) located and resident outside the United States and who are not U.S. persons (as defined in Regulation S under the Securities Act) or acting for the account or benefit of any U.S. person, (ii) eligible counterparties or professional clients (each as defined in MiFID II) and, if applicable and acting on a non-discretionary basis, persons who are acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client, in each case in respect of the Covered Bonds and (iii) otherwise persons to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (all such persons Eligible Covered Bondholders).

Neither this Notice nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Covered Bonds and the guarantees thereof, have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.

For the purpose of the above paragraphs, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

General

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

ROMFFAFSAESSELE

(END) Dow Jones Newswires

December 18, 2020 05:49 ET (10:49 GMT)

Lloyds Bk (LSE:94WP)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024