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.
(c) The Series 2019-5 Adjusted Margin will be the sum of 0.360
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.
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END
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