Bond Lloyds Bank Group 7.5% ( US539439AG42 ) in USD

Issuer Lloyds Bank Group
Market price refresh price now   99.878 %  ⇌ 
Country  United Kingdom
ISIN code  US539439AG42 ( in USD )
Interest rate 7.5% per year ( payment 4 times a year)
Maturity Perpetual



Prospectus brochure of the bond Lloyds Banking Group US539439AG42 en USD 7.5%, maturity Perpetual


Minimal amount /
Total amount /
Cusip 539439AG4
Next Coupon 27/12/2025 ( In 10 days )
Detailed description Lloyds Banking Group is a major British multinational banking and financial services corporation, offering a range of products and services to personal and corporate customers through its various brands, including Lloyds Bank, Halifax, and Bank of Scotland.

The Bond issued by Lloyds Bank Group ( United Kingdom ) , in USD, with the ISIN code US539439AG42, pays a coupon of 7.5% per year.
The coupons are paid 4 times per year and the Bond maturity is Perpetual









Lloyds Banking Group plc
(incorporated in Scotland with limited liability under the Companies Act 1985 with registered number 95000)

$1,675,000,000 Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible
Securities
On March 6, 2014, Lloyds Banking Group plc (the "Issuer" or "LBG") announced an offer to the holders of certain enhanced capital notes issued by LBG Capital
No. 1 plc and LBG Capital No. 2 plc, to exchange their enhanced capital notes for "Additional Tier 1 Securities" (as defined below) to be issued by the Issuer (the
"Exchange Offer").
This document constitutes the listing particulars (the "Listing Particulars") in respect of the admission of the Additional Tier 1 Securities (as defined below) to the
Official List and to trading on the Global Exchange Market ("GEM") of the Irish Stock Exchange ("ISE"). The Additional Tier 1 Securities are expected to be
admitted to trading on GEM which is the exchange regulated market of the ISE from April 17, 2014. Application will be made to the ISE for listing of the
Additional Tier 1 Securities. GEM is not a regulated market for the purposes of Directive 2004/39/EC.
The Additional Tier 1 Securities comprise $1,675,000,000 Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities (the
"Additional Tier 1 Securities"). The terms of the Additional Tier 1 Securities are set out more fully in "Description of the Additional Tier 1 Securities".
The Additional Tier 1 Securities constitute direct, unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among
themselves.
Subject to certain conditions, the Issuer may elect to redeem any Additional Tier 1 Securities on the First Call Date or any subsequent Reset Date of such series, or at
any time if a Regulatory Event or Tax Event has occurred and is continuing in respect of the Additional Tier 1 Securities at their principal amount together with
accrued interest.
The Additional Tier 1 Securities will bear interest on their nominal amount from (and including) the Issue Date at the applicable Interest Rates described below.
Subject as set out in the terms of the Additional Tier 1 Securities, interest shall be payable quarterly in arrear on each Interest Payment Date in equal instalments,
except that the first payment of interest, scheduled to be made on June 27, 2014, will be in respect of the period from and including the Issue Date to but excluding
June 27, 2014, all as more particularly described in the relevant terms of the Additional Tier 1 Securities in "Description of the Additional Tier 1 Securities". For
each Interest Period which commences prior to June 27, 2024, the Interest Rate shall be 7.50 per cent. per annum. For each Interest Period which commences on or
after June 27, 2024, the Interest Rate shall be the sum of: (a) the then prevailing Mid-Market Swap Rate calculated in accordance with the terms of the Additional
Tier 1 Securities; and (b) 4.76 per cent. converted into a quarterly rate in accordance with market convention.
Interest on the Additional Tier 1 Securities is due and payable only at the sole discretion of the Issuer subject to the terms of the Additional Tier 1 Securities.
Accordingly, the Issuer may elect to cancel any interest payment (or any part thereof) which would otherwise be payable on any Interest Payment Date and in certain
circumstances described herein interest payments will be cancelled mandatorily.
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 (the "Trigger Event"), all amounts of principal in relation to the Additional Tier 1 Securities shall be irrevocably discharged and satisfied by
its Automatic Conversion into Ordinary Shares, credited as fully paid and the issuance and delivery of such Ordinary Shares to the Settlement Shares Depositary.
The Additional Tier 1 Securities are not convertible at the option of the holders of the Additional Tier 1 Securities (each a "Securityholder" and together, the
"Securityholders") at any time.
The Prudential Regulation Authority or other relevant authority may also require the Additional Tier 1 Securities to be written off or converted to Ordinary Shares in
certain circumstances, with a view to preserving or restoring the viability of LBG, pursuant to an applicable statutory loss absorption regime.
By its acquisition of the Additional Tier 1 Securities, each Securityholder acknowledges, agrees to be bound by and consents to the exercise of any UK Bail-in
Power by the Relevant UK Resolution Authority (as defined herein) that may result in the cancellation of all, or a portion, of the principal amount of, or interest on,
the Additional Tier 1 Securities and/or the conversion of all, or a portion, of the principal amount of, or interest on, the Additional Tier 1 Securities into (a) Ordinary
Shares or (b) other securities or obligations of LBG or another person, including by means of a variation to the terms of the Additional Tier 1 Securities, in each case
to give effect to the exercise by the Relevant UK Resolution Authority of such UK Bail-in Power. References to principal and interest shall include payments of
principal and interest that have become due and payable, but which have not been paid, prior to the exercise of any UK Bail-in Power. The rights of the
Securityholders are subject to, and will be varied, if necessary, solely to give effect to the provisions of any UK Bail in Power which are expressed to implement
such a cancellation or conversion.
For these purposes, a "UK Bail-in Power" is any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or
requirements relating to the resolution of credit institutions and investment firms incorporated in the United Kingdom in effect and applicable in the United
Kingdom to LBG or other members of the Group, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or
enacted within the context of a EU directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of
credit institutions and investment firms and/or within the context of a UK resolution regime by way of amendment to the Banking Act through the Banking Reform
Act or otherwise pursuant to which obligations of a credit institution or investment firm or any of its affiliates can be cancelled and/or converted into shares or other
securities or obligations of the obligor or any other person.
The Additional Tier 1 Securities are perpetual securities and have no fixed maturity date or fixed redemption date. The Issuer shall only have the right to repay them
or purchase them in accordance with the terms of the Additional Tier 1 Securities.
The Additional Tier 1 Securities are in registered form. The Additional Tier 1 Securities are issued in denominations of $200,000 and integral multiples of $1,000 in
excess thereof.The Additional Tier 1 Securities are rated BB, by Fitch Ratings Limited ("Fitch") and BB- by Standard & Poor's Credit Market Services Europe
Limited ("S&P"), each of which are established in the European Union (the "EU") and registered under Regulation (EC) No 1060/2009, as amended. A security
rating is not a recommendation to buy, sell or hold Additional Tier 1 Securities and may be subject to suspension, reduction or withdrawal at any time by the
assigning rating agency.
Application has been made to the Irish Stock Exchange for the approval of this document as Listing Particulars. Application has been made to the Irish Stock
Exchange for the Additional Tier 1 Securities to be admitted to the Official List and trading on the Global Exchange Market which is the exchange regulated market
of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC.
You should read the whole of this document and the documents incorporated herein by reference. In particular, your attention is drawn to the risk factors
described in the section entitled "Risk Factors" set out on pages 22 to 75 of this document, which you should read in full.
Certain information in relation to the Issuer has been incorporated by reference into this document, as set out in the section entitled "Documents Incorporated by
Reference" on page 5 of this document.
Capitalised terms used but not otherwise defined in these Listing Particulars shall have the meanings given to them in the section "Definitions" or in the terms of the
Additional Tier 1 Securities.

April 17, 2014




IMPORTANT NOTICES
This document constitutes the Listing Particulars in respect of the admission of the Additional Tier 1
Securities to the Official List and to trading on GEM of the ISE and for the purpose of giving information
with regard to the Lloyds Group (as defined below) and the Additional Tier 1 Securities which according to
the particular nature of the Issuer and the Additional Tier 1 Securities, is necessary to enable investors to
make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of
the Issuer. The Issuer (the "Responsible Person") accepts responsibility for the information contained in this
document. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure
that such is the case), the information contained in this document is in accordance with the facts and does not
omit anything likely to affect the import of such information.
These Listing Particulars are to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference" below).
The Additional Tier 1 Securities have not and will not be registered under the U.S. Securities Act of 1933, as
amended, (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions,
Additional Tier 1 Securities may not be offered, sold or delivered within the United States or to U.S. Persons.
No person is, or has been, authorised to give any information or to make any representation other than as
contained in these Listing Particulars in their entirety in connection with the Exchange Offer or the issue or
offering of the Additional Tier 1 Securities and, if given or made, such information or representation must not
be relied upon as having been authorised by the Issuer. The delivery of these Listing Particulars shall not,
under any circumstances, create any implication that there has been no change in the affairs of the Issuer and
it's subsidiary and associated undertakings (the "Group") since the date hereof or the date upon which this
document has been most recently amended or supplemented or that any other information supplied in
connection with the Exchange Offer is correct as of any time subsequent to the date on which it is supplied or,
if different, the date indicated in the document containing the same.
Neither these Listing Particulars nor any other information supplied in connection with the Exchange Offer (i)
is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation or constituting an invitation or offer by the Issuer that any recipient of these Listing
Particulars or any other information supplied in connection with the Exchange Offer should purchase any
Additional Tier 1 Securities. Each investor contemplating participating in the Exchange Offer should make its
own independent investigation of the financial condition and affairs, and its own appraisal of the credit-
worthiness, of the Issuer. Neither these Listing Particulars nor any other information supplied in connection
with the Exchange Offer constitutes an offer of, or an invitation by or on behalf of the Issuer to any person to
subscribe for or purchase, any Additional Tier 1 Securities. These Listing Particulars do not constitute or form
part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy
or subscribe for, the Additional Tier 1 Securities. The distribution of this document may nonetheless be
restricted by law in certain jurisdictions. Persons into whose possession this document comes are required by
the Issuer to inform themselves about, and to observe, any such restrictions. These Listing Particulars do not
constitute an offering in any circumstances in which such offering is unlawful. The Issuer will not incur any
liability for its own failure or the failure of any other person or persons to comply with the provisions of any
such restrictions.
Each potential investor in the Additional Tier 1 Securities should determine the suitability of such investment
in light of its own circumstances. In particular, each potential investor should:
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(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Additional Tier 1
Securities, the merits and risks of investing in the Additional Tier 1 Securities and the information
contained or incorporated by reference in these Listing Particulars;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Additional Tier 1 Securities and the impact the
Additional Tier 1 Securities will have on its overall investment portfolio;
(iii) understand thoroughly the terms of the Additional Tier 1 Securities, such as the provisions governing
an Automatic Conversion (including, in particular, the circumstances under which a Trigger Event may
occur) and the situations in which interest payments may be cancelled or deemed cancelled; and
(iv)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Prior to making an investment decision, potential investors should consider carefully, in light of their own
financial circumstances and investment objectives, all the information contained in these Listing Particulars or
incorporated by reference herein.
In these Listing Particulars, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "", "euro" and "EUR" are to the lawful
currency of the member states of the European Union that have adopted the single currency in accordance
with the Treaty establishing the European Community, as amended by the Treaty on European Union and the
Treaty of Amsterdam, references to "£" and "pounds sterling" are to the lawful currency for the time being of
the United Kingdom and Northern Ireland, references to "U.S. dollars", "US$" or "$" are to the lawful
currency of the United States (the "U.S.") and references to "Euroclear" and "Clearstream, Luxembourg"
shall include any successor clearing systems. For the purposes of these Listing Particulars, the terms "Group",
"Lloyds" or "Lloyds Banking Group" shall mean Lloyds Banking Group plc and its subsidiary and
associated undertakings, unless the context indicates otherwise. The term PRA shall mean The Prudential
Regulation Authority of the United Kingdom (which is the successor of the Financial Services Authority (the
"FSA") as of April 1, 2013) or such other governmental authority in the United Kingdom (or if Lloyds
Banking Group plc becomes domiciled in a jurisdiction other than the United Kingdom, such other
jurisdiction) having primary responsibility for the prudential supervision of Lloyds Banking Group plc.
Forward-Looking Statements

These Listing Particulars and the information incorporated by reference herein include certain
"forward-looking statements". Statements that are not historical facts, including statements about the Issuer or
its directors' and or management's beliefs and expectations are forward-looking statements. Words such as
"believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would",
"could", "considered", "likely", "estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not the exclusive means of
identifying such statements. By their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend upon future circumstances that may or may not occur, many of which are
beyond the Issuer's control and all of which are based on the Issuer's current beliefs and expectations about
future events. Such forward-looking statements involve known and unknown risks, uncertainties and other
factors, which may cause the actual results, performance or achievements of the Issuer or the Group, or
industry results, to be materially different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements are based on numerous
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assumptions regarding the Issuer's and the Group's present and future business strategies and the environment
in which the Group will operate in the future. These forward-looking statements speak only as at the date of
these Listing Particulars.
Investors should specifically consider all of the information set out in, and incorporated by reference into,
these Listing Particulars before making any investment decision. In particular, investors should consider the
risks, uncertainties and other factors as set out in the section entitled "Risk Factors" of these Listing
Particulars, which include general risks relating to the Group and risks relating to the Additional Tier 1
Securities.
Except as required by the FCA, PRA, and/or the Irish Stock Exchange or any other applicable law or
regulation, the Issuer expressly disclaims any obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in these Listing Particulars or incorporated by
reference herein to reflect any change in the Issuer's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Any forward-looking statements are made subject to the reservations specified under "Forward-Looking
Statements" in the Issuer's Annual Report on Form 20-F for the year ended December 31, 2013.
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DOCUMENTS INCORPORATED BY REFERENCE
The following information has been previously published or are published simultaneously with these Listing
Particulars and which have been filed with the ISE and shall be deemed to be incorporated in, and to form
part of, these Listing Particulars:
(i)
Lloyds Banking Group plc's Annual Report for the year ended December 31, 2013 on Form 20-F filed
with the U.S. Securities and Exchange Commission (the "SEC") on March 5, 2014, including the
audited consolidated annual financial statements of the Group, together with the audit report thereon;
(ii)
Form 6-K dated March 5, 2014 containing the Group's ratio of earnings to fixed charges as at
December 31, 2013 and for the years ended December 31, 2012, 2011, 2010 and 2009;
(iii) Form 6-K dated March 5, 2014 containing the Group's capitalisation and indebtedness on a
consolidated basis in accordance with International Financial Reporting Standards ("IFRS") as at
December 31, 2013; and
(iv)
the announcement made by the Issuer on March 5, 2014 entitled "Lloyds Banking Group: Exchange
Offers and Retail Tender Offers for Enhanced Capital Notes",
all of which shall be deemed to be incorporated in, and form part of, these Listing Particulars, save that any
statements contained in a document which is deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for the purpose of these Listing Particulars to the extent that a statement
contained, or incorporated by reference, herein modifies or supersedes such earlier statement (whether
expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of these Listing Particulars.
The Issuer will provide, without charge, to each person to whom a copy of these Listing Particulars has been
delivered, upon the oral or written request of such person, a copy of any or all of the documents which are
incorporated in whole or in part by reference herein. Written or oral requests for such documents should be
directed to the Issuer at its principal office set out at the end of these Listing Particulars. Documents
incorporated by reference in these Listing Particulars will be made available on the website of LBG at
http://www.lloydsbankinggroup.com/investors.
Neither the content of the Issuer's website nor any other website nor the content of any website accessible
from hyperlinks on Issuer's website nor any other website is incorporated into, or forms part of, these Listing
Particulars.
The Issuer has applied IFRS as issued by the International Accounting Standards Board and as adopted by the
EU in the financial statements incorporated by reference above. A summary of the significant accounting
policies for the Issuer is included in each of the Annual Reports.
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TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................... 5
OVERVIEW ....................................................................................................................................................... 7
RISK FACTORS ...............................................................................................................................................22
DESCRIPTION OF THE ADDITIONAL TIER 1 SECURITIES .....................................................................74
DESCRIPTION OF ORDINARY SHARES ................................................................................................... 113
DESCRIPTION OF AMERICAN DEPOSITARY SHARES .......................................................................... 114
LLOYDS BANKING GROUP .......................................................................................................................121
TAXATION .....................................................................................................................................................143
GENERAL INFORMATION ..........................................................................................................................147
DEFINITIONS ................................................................................................................................................151



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OVERVIEW
The following is a summary of these Listing Particulars and should be read as an introduction to, and in
conjunction with, the remainder of these Listing Particulars, the accompanying prospectus and any documents
incorporated by reference therein. You should base your investment decision on a consideration of these
Listing Particulars , the accompanying prospectus and any documents incorporated by reference therein, as a
whole.
LBG issued the Additional Tier 1 Securities under the Capital Securities Indenture entered into on March 6,
2014 between the Issuer and The Bank of New York Mellon, as trustee (the "Original Indenture"), as
supplemented by a First Supplemental Indenture entered into on April 7, 2014 between the Issuer and The
Bank of New York Mellon, as trustee (together with the Original Indenture, the "Indenture"). The terms of
the Additional Tier 1 Securities include those stated in the Indenture and any supplements thereto, and those
terms made part of the Indenture by reference to the Trust Indenture Act. LBG filed the form of Original
Indenture as exhibit 4.1 to the Registration Statement on Form F-4 filed on March 6, 2014, and filed the First
Supplemental Indenture as an exhibit to a report on Form 6-K on April 7, 2014.
Because this section is a summary, it does not describe every aspect of the Additional Tier 1 Securities in
detail. This summary is subject to, and qualified by reference to, the terms of the Additional Tier 1 Securities
below, all of the definitions and provisions of the Indenture, any supplement thereto and the Securities.
Certain terms used in this these Listing Particulars (including in this "Overview" section), unless otherwise
defined herein, have the respective meanings given to them in the Indenture. Words and expressions defined
in the terms of the Additional Tier 1 Securities below shall have the same meanings as in this Overview.
Issuer
Lloyds Banking Group plc
Securities
Additional Tier 1 Securities
Issue Date
April 7, 2014
Issue Price:
100 per cent.
Denomination
The Additional Tier 1 Securities will be issued in fully
registered form in denominations of $200,000 and in integral
multiples of $1,000 thereafter.
Perpetual Securities
The Additional Tier 1 Securities are perpetual securities and
have no fixed maturity or fixed redemption date.
Initial Interest Rate
From and including April 7, 2014 (the "Issue Date") to but
excluding June 27, 2024, (the "First Call Date"), interest will
accrue on the Additional Tier 1 Securities at an initial rate equal
to 7.5 per cent. per annum. From and including each Reset Date
to but excluding the next succeeding Reset Date, the interest
will accrue on the Additional Tier 1 Securities at a rate per
annum equal to the sum of then prevailing Mid-Market Swap
Rate on the relevant Reset Determination Date (as defined
below) and 4.76 per cent., converted to a quarterly rate in
accordance with market convention (rounded to three decimal
places, with 0.0005 rounded down)
Reset Date
The First Call Date and every 5th anniversary thereafter.
Interest Payment Dates
March 27, June 27, September 27 and December 27 of each
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year, commencing on June 27, 2014 (short first interest period).
Interest Payments Discretionary
Interest on the Additional Tier 1 Securities will be due and
payable only at the sole discretion of LBG and LBG shall have
absolute discretion at all times and for any reason to cancel any
interest payment in whole or in part that would otherwise be
payable on any Interest Payment Date. If LBG elects not to
make an interest payment on the relevant Interest Payment
Date, or if LBG elects to make a payment of a portion, but not
all, of such interest payment, such non-payment shall evidence
LBG's exercise of discretion to cancel such interest payment, or
the portion of such interest payment not paid, and accordingly
such interest payment, or portion thereof, shall not be or
become due and payable.
See also "--Agreement to Interest Cancellation" and "--Notice
of Interest Cancellation" below.
Restrictions on Interest Payments
LBG shall cancel any interest on the Additional Tier 1
Securities (or, as appropriate, any part thereof) which is
scheduled to be paid on an Interest Payment Date if in respect
of such Interest Payment Date to the extent that LBG has an
amount of Distributable Items on any scheduled Interest
Payment Date that is less than the sum of (i) all payments
(other than redemption payments) made or declared by LBG
since the end of LBG's last financial year and prior to such
Interest Payment Date on or in respect of any Parity Securities,
the Additional Tier 1 Securities and any Junior Securities and
(ii) all payments (other than redemption payments) payable by
LBG on such Interest Payment Date (x) on the Additional Tier
1 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.
In addition, LBG shall not pay any interest otherwise scheduled
to be paid on an Interest Payment Date if and to the extent that
the payment of such interest would cause, when aggregated
together with other distributions of the kind referred to in
Article 141(2) of the Directive (as defined below) (or any
provision of applicable law transposing or implementing Article
141(2) of the Directive, as amended or replaced), the Maximum
Distributable Amount (as defined below), if any, then
applicable to the Group to be exceeded.
"Distributable Items" shall have the meaning assigned to such
term in CRD IV (as the same may be amended or replaced from
time to time), as interpreted and applied in accordance with the
Applicable Regulations then applicable to LBG, but amended
so that any reference therein to "before distributions to holders
of own funds instruments" shall be read as a reference to
"before distributions by LBG to holders of Parity Securities, the
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Additional Tier 1 Securities or any Junior Securities". Under
CRD IV, as at the date hereof, "distributable items" means the
amount of the profits at the end of the last financial year plus
any profits brought forward and reserves available for that
purpose before distributions to holders of own funds
instruments, less any losses brought forward, profits which are
non-distributable pursuant to provisions in legislation or the
institution's by-laws and sums placed to non-distributable
reserves in accordance with applicable national law or the
statutes of the institution, those losses and reserves being
determined on the basis of the individual accounts of the
institution (LBG) and not on the basis of the consolidated
accounts.
"Junior Securities" means (i) any Ordinary Share (as defined
below) or other securities of LBG ranking, or expressed to
rank, junior to the Additional Tier 1 Securities in a Winding-up
or Administration Event and/or (ii) any securities issued by any
other member of the Group where the terms of such securities
benefit from a guarantee or support agreement entered into by
LBG which ranks, or is expressed to rank, junior to the
Additional Tier 1 Securities in a Winding-up or Administration
Event.
"Parity Securities" means (i) the most senior ranking class or
classes of preference shares in the capital of LBG from time to
time and any other securities of LBG ranking, or expressed to
rank, pari passu with the Additional Tier 1 Securities and/or
such preference shares following a Winding-up or
Administration Event and/or (ii) any securities issued by any
other member of the Group where the terms of the securities
benefit from a guarantee or support agreement entered into by
LBG which ranks or is expressed to rank pari passu with the
Additional Tier 1 Securities and/or such preference shares
following a Winding-up or Administration Event.
Solvency Condition
Other than in a Winding-up or Administration Event (as defined
below) or in relation to the cash component of any Alternative
Consideration (as defined below) in any Settlement Shares
Offer, payments in respect of or arising under the Additional
Tier 1 Securities (including any damages for breach of any
obligations thereunder) are, in addition to the right of LBG to
cancel payments of interest, conditional upon LBG being
solvent at the time when the relevant payment is due to be
made and no principal, interest or other amount payable shall
be due and payable in respect of or arising from the Additional
Tier 1 Securities except to the extent that LBG could make such
payment and still be solvent immediately thereafter (such
condition is referred to herein as the "Solvency Condition").
LBG shall be considered to be solvent at a particular point in
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time if:
(i) it is able to pay our debts owed to our Senior Creditors (as
defined under "--Ranking and Liquidation Distribution"
below) as they fall due; and
(ii) its Assets are at least equal to its Liabilities.
"Assets" means the unconsolidated gross assets of LBG, as
shown in the latest published audited balance sheet of LBG,
adjusted for subsequent events in such manner as the directors
of LBG may determine.
"Liabilities" means the unconsolidated gross liabilities of
LBG, as shown in the latest published audited balance sheet of
LBG, adjusted for contingent liabilities and prospective
liabilities and for subsequent events in such manner as the
directors of LBG may determine.
Agreement to Interest Cancellation
By acquiring the Additional Tier 1 Securities, Securityholders
acknowledge and agree that:
(a) interest is payable solely at the discretion of LBG, and no
amount of interest shall become due and payable in
respect of the relevant interest period to the extent that it
has been canceled by LBG at our sole discretion and/or
deemed canceled as a result of LBG having insufficient
Distributable Items; and
(b) a cancellation or deemed cancellation of interest (in each
case, in whole or in part) in accordance with the terms of
the Indenture shall not constitute a default in payment or
otherwise under the terms of the Additional Tier 1
Securities.
Interest will only be due and payable on an Interest Payment
Date to the extent it is not canceled or deemed canceled in
accordance with the provisions described under "Description of
the Additional Tier 1 Securities --Interest Cancellation",
"Description of the Additional Tier 1 Securities --Solvency
Condition", "Description of the Additional Tier 1 Securities --
Availability of Distributable Items", Description of the
Additional Tier 1 Securities --Conversion--Automatic
Conversion" and "Description of the Additional Tier 1
Securities --Ranking and Liquidation Distribution". Any
interest canceled or deemed canceled (in each case, in whole or
in part) in the circumstances described above shall not be due
and shall not accumulate or be payable at any time thereafter,
and Securityholders shall have no rights thereto or to receive
any additional interest or compensation as a result of such
cancellation or deemed cancellation.
Ranking and Liquidation Proceeds
The Additional Tier 1 Securities will constitute our direct,
unsecured and subordinated obligations, ranking equally
without any preference among themselves. The rights and
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