Lloyds Banking Group PLC
Indicative
Full Lot
Indicative price as of 14 Jul 2023, 12:00am
Bond Issuer
Lloyds Banking Group PLC
Guarantor
-
Announcement Date
20 Mar 2014
Issue Date
01 Apr 2014
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 1.728
Modified Duration
-
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
7.625
Coupon Type
Variable
Annual Coupon Rate
7.625
Coupon Frequency
Quarterly
Seniority
Junior Subordinated
Capital Structure
Junior Subordinated
Reference Rate
Reset Date: 27 Jun 2023 and every 5 years thereafter
Reset Rate: GBP 5Y Swap rate (BPSW5) + 5.010%
ISIN
XS1043552188
CUSIP
EK1358739
Bond Currency
GBP
Total Issue Size
1,494,392,000
Outstanding Issue Size
135,301,000
Min. Investment Quantity (Nominal)
GBP 200,000
Incremental Quantity (Nominal)
GBP 1,000
Bond Type
High Yield Corporate
Bond Sector
Financials
Bond Sub Sector
Banks
Issuer Credit Rating (S&P/ Fitch)
***/ A
Bond Credit Rating (S&P/ Fitch)
***/ BBB-
Shariah Compliant
No
Exchange Listed
Others
Conversion upon Conversion Trigger
If the Conversion Trigger occurs, each AT1 Security shall, subject to and as provided in this Condition 7(a), be irrevocably discharged and satisfied by its Conversion into Ordinary Shares, credited as fully paid, in the manner and in the circumstances described below and the issuance and delivery of such Ordinary Shares to the Settlement Shares Depositary, to be held on trust (on terms permitting a Conversion Shares Offer in accordance with Condition 7(b)(iii)) for the AT1 Securityholders, as provided below. Such Conversion shall occur without delay upon the occurrence of a Conversion Trigger.
The AT1 Securities are not convertible at the option of AT1 Securityholders at any time.
The "Conversion Trigger" shall occur if the Issuer determines that the CET1 Ratio as at any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be, is less than 7.00 per cent. on such date.
If the Conversion Trigger occurs, the AT1 Securities will be converted in whole and not in part on the Conversion Date as provided below, at which point all of the Issuer's obligations under the AT1 Securities shall be irrevocably discharged and satisfied by the Issuer's issuance and delivery of the relevant Ordinary Shares to the Settlement Shares Depositary on the Conversion Date.
Conversion Price
The Issuer shall issue and deliver to the Settlement Shares Depositary on the Conversion Date a number of Ordinary Shares in respect of each AT1 Security determined by dividing the principal amount of such AT1 Security by the Conversion Price prevailing on the Conversion Date.
The “Conversion Price” per Ordinary Share in respect of the AT1 Securities is €0.780, subject to adjustment in the circumstances described in Condition 7(e).
As at the date of announcement of the issue of the AT1 Securities the Conversion Price is equivalent to a price of £0.643 translated into euro at an exchange rate of €1.00 = £0.82421 and rounded to 3 decimal places.
Once an AT1 Security has been converted into Ordinary Shares, there is no provision for the reconversion of such Ordinary Shares back into AT1 Securities.
Interest on the AT1 Securities is due and payable only at the sole discretion, subject to Conditions 4(a), 6(b) and 7(c), of the Issuer. Accordingly, the Issuer may elect to cancel any Interest Payment (or any part thereof) which would otherwise be payable on any Interest Payment Date. If the Issuer does not make an Interest Payment or part thereof on the relevant Interest Payment Date, such non-payment shall evidence either the non-payment and cancellation of such Interest Payment (or relevant part thereof) by reason of it not being due in accordance with Condition 4(a), the cancellation of such Interest Payment (or relevant part thereof) in accordance with Condition 6(b) or 7(c) or, as appropriate, the Issuer's exercise of its discretion otherwise to cancel such Interest Payment (or relevant part thereof) in accordance with this Condition 6(a), and accordingly such interest shall not in any such case be due and payable.
Any Interest Payment (or relevant part thereof) which is cancelled in accordance with this Condition 6 or which is otherwise not due in accordance with Condition 4(a) or Condition 7(c) shall not become due and shall not accumulate or be payable at any time thereafter, and Holders of the AT1 Securities shall have no rights in respect thereof and any such non-payment shall not constitute a default for any purpose on the part of the Issuer.
Dividend Stopper
The Issuer shall cancel any Interest Payment (or, as appropriate, part thereof) on the AT1 Securities in accordance with this Condition 6 in respect of any Interest Payment Date to the extent that the Issuer has an amount of Distributable Items on such Interest Payment Date that is less than the sum of (i) all payments (other than redemption payments) made or declared by the Issuer since the end of the last financial year of the Issuer and prior to such Interest Payment Date on or in respect of any Parity Securities, the AT1 Securities and any Junior Securities and (ii) all payments (other than redemption payments) payable by the Issuer on such Interest Payment Date (x) on the AT1 Securities and (y) on or in respect of any Parity Securities or any Junior Securities, in the case of each of (i) and (ii), excluding any payments already accounted for in determining the Distributable Items of the Issuer.
In addition, the Issuer shall not pay any Interest Payment otherwise due on an Interest Payment Date if and to the extent that the payment of such Interest Payment would cause, when aggregated together with other distributions of the kind referred to in Article 141(2) of the CRD IV Directive (or any provision of applicable law transposing or implementing Article 141(2) of the CRD IV Directive, as amended or replaced), the Maximum Distributable Amount (if any) then applicable to the Group to be exceeded.
"Maximum Distributable Amount" means any applicable maximum distributable amount relating to the Group required to be calculated in accordance with Article 141 of the CRD IV Directive (or as the case may be, any provision of applicable law transposing or implementing the CRD IV Directive, as amended or replaced).
Callable on 27 Jun 2023 and every 5 years thereafter @ 100.