Frequently Asked Questions
The Tender Offer is the method by which Lloyds Banking Group plc (“the Offeror”) is inviting current holders of 6.475% Non-Cumulative Preference shares, 9.25% Non-Cumulative Irredeemable Preference Shares and 9.75% Non-Cumulative Irredeemable Preference Shares to tender any and all of their holdings at the relevant Purchase Price.
The Offeror is offering to purchase for cash any and all of the Preference Shares, on the terms and subject to the conditions contained in the Tender Offer Memorandum.
The Offer is part of the Group’s continuous review and management of its outstanding capital issuance, maintaining a prudent approach to the management of the Group’s capital position.
The Purchase Price for each Series of the Preference Shares is set out in the table in the letter sent to all shareholders, and is expressed as a percentage of the liquidation preference of the relevant Preference Shares. The relevant Purchase Price includes accrued and unpaid dividends on the relevant Preference Shares from, and including, the dividend payment date for the relevant Preference Shares immediately preceding the General Settlement Date up to, but excluding, the General Settlement Date.
In respect of any Preference Shares which are accepted for purchase from Retail Holders whose respective tender instructions are received after the General Expiration Deadline and prior to the Retail-Only Expiration Deadline, the Offeror will also pay on the Retail-Only Settlement Date an amount equal to any accrued and unpaid dividends on the relevant Preference Shares from, and including, the General Settlement Date up to, but excluding, the Retail-Only Settlement Date.
The price payable in respect of the Preference Shares of each Series accepted for purchase (the “Purchase Price”) is set out in the table on the cover page of the Tender Offer Memorandum.
If the General Settlement Date is not a dividend payment date in respect of the relevant Series of Preference Shares, the Purchase Price in respect of that Series of Preference Shares includes an amount equal to any accrued and unpaid dividends on the relevant Preference Shares from, and including, the dividend payment date for the relevant Preference Shares immediately preceding General Settlement Date up to, but excluding, the General Settlement Date.
If you are a certificated shareholder and wish to accept the Tender Offer, you should complete and sign the Tender Form in accordance with the instructions printed on it. It should be returned with your share certificate(s) and, if applicable, documents of title in the reply-paid envelope or by hand, during normal business hours, to
Equiniti Limited,
Corporate Actions,
Aspect House,
Spencer Road,
Lancing,
West Sussex
BN99 6DA.
Full instructions for acceptance are set out on the Tender Form and within the Tender Offer Memorandum.
If you hold multiple description of Preference Shares which are under this Offer, then you will need to complete a Tender Form for each security held.
You are not obliged to tender any of your Preference Shares. If you choose not to tender any Preference Shares, your holding will be unaffected, and you will continue to hold the Preference Shares subject to their terms and conditions.
You should send the Tender Form with any supporting share certificates in the reply-paid envelope provided or by post to:
Equiniti Limited,
Corporate Actions,
Aspect House,
Spencer Road,
Lancing,
West Sussex
BN99 6DA.
You may also deliver the form by hand during normal business hours to Equiniti at the same address by the Retail-Only Expiration Deadline being that of 1.00p.m. on 9 December 2021.
Yes. You need to send in a certificate(s) that covers the amount of shares in respect of which you are accepting the Offer. Without the certificate(s) the request is invalid and will not be accepted. Balance certificates, if applicable, will be sent out accordingly once the Tender Offer acceptance period is closed and all calculations have been made.
If you hold 3,000 Preference Shares or less, complete and return the Tender Form with Part 3 completed relating to the Declaration and Indemnity that forms part of the Tender Instruction and return the completed Tender Instruction, to the Receiving Agent by no later than the relevant Expiration Deadline.
If you have lost Preference Share certificates of more than 3,000 shares, then you would need to request a Letter of Indemnity from Equiniti before the Tender instruction can be treated as valid.
You cannot revoke or amend your Tender once submitted
We cannot provide individual tax advice. If you are in any doubt about your tax position, or if you are subject to tax in a jurisdiction other than the United Kingdom, you should consult an independent professional advisor. Holders of the Preference Shares should consult their own tax, accounting, financial and legal advisers regarding the consequences of participating in the Offers.
Yes. Shares can be traded in the normal way during the Tender Offer period. However, if you accept to tender your Preference Shares via this Offer, then the shares will be held in escrow and be unable to be traded.