Bond Lloyd's Banking plc 10.375% ( XS0744444588 ) in EUR

Lloyd's Banking plc

100 % ⇌

United Kingdom

XS0744444588 ( in EUR )

10.375% per year ( payment 1 time a year)

11/02/2024 - Bond has expired

Prospectus brochure of the bond Lloyds Bank PLC XS0744444588 in EUR 10.375%, expired

1 000 EUR

153 660 000 EUR

Lloyds Banking Group plc is a major British multinational banking and financial services corporation headquartered in London, offering a wide range of retail, commercial, and corporate banking services.

The Bond issued by Lloyd's Banking plc ( United Kingdom ) , in EUR, with the ISIN code XS0744444588, pays a coupon of 10.375% per year.
The coupons are paid 1 time per year and the Bond maturity is 11/02/2024

Final Terms dated 9 February 2012
Lloyds TSB Bank plc
(the "Bank")
153,660,000 Subordinated Fixed to Fixed Rate Notes due 2024 Callable 2019 (the "Notes")
under the £50,000,000,000
Euro Medium Term Note Programme
Part A - CONTRACTUAL TERMS
The terms and conditions of the Notes shall consist of the "Terms and Conditions of the Notes" set out on
pages 52 to 112 of the Base Prospectus dated 20 May 2011 as amended and supplemented below. References
in the Prospectus dated 10 February 2012 to "Final Terms" shall be deemed to refer to the final terms set out
below.
Terms used herein but not otherwise defined shall have the meanings given to them in the Base Prospectus.
1
Issuer:
Lloyds TSB Bank plc
2
(i)
Series Number:
EMTN4680
(ii)
Tranche Number:
1
3
Specified Currency or Currencies:
Euro ("")
4
Aggregate Nominal Amount:
(i)
Series:
153,660,000
(ii)
Tranche:
153,660,000
5
Issue Price:
99.413 per cent. of the Aggregate Nominal Amount
6
(i)
Specified Denominations:
1,000
The Notes will not be issued to a subscriber of the Notes
unless the aggregate consideration paid by the relevant
subscriber for such Notes is at least 50,000
(ii)
Calculation Amount:
1,000
7
(i)
Issue Date:
10 February 2012
(ii)
Interest Commencement
Issue Date
Date:
8
Maturity Date:
12 February 2024, subject to any early redemption of
the Notes in accordance with items 23 and 32 below
9
Interest Basis:
Fixed Rate (single reset)
(further particulars specified below)
10
Redemption/Payment Basis:
Redemption at par
11
Change of Interest or
See item 16 below
Redemption/Payment Basis:
12
Alternative Currency Equivalent
Not Applicable
13
Put/Call Options:
Call Option
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(further particulars specified below)
14
Status of the Notes:
Dated Subordinated
15
Method of distribution:
Non-syndicated (initial delivery only to holders of
existing securities issued by the Bank or its subsidiaries)
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16
Fixed Rate Note Provisions
Applicable
(i)
Rate(s) of Interest:
In respect of each Interest Period commencing prior to
12 February 2019 (the "Reset Date"), 10.375 per cent.
per annum Fixed Rate, payable annually in arrear
In respect of each Interest Period commencing on or
following the Reset Date, the Notes will bear interest at
a fixed rate of interest per annum determined on the
date falling two Business Days prior to the Reset Date
as the 5 Year Mid-Swap Rate plus the Initial Margin,
payable annually in arrear,
where:
"Calculation Agent" means Citibank N.A., London
branch
"5 Year Mid-Swap Rate" means the mid-market
arithmetic mean, expressed as a percentage and
rounded, if necessary, to the nearest 0.001 per cent.
(0.0005 per cent. being rounded upwards) of the 5 Year
Euro Swap Rates, as determined by the Calculation
Agent at 11.00 a.m. (Central European time) on the date
falling two Business Days prior to the Reset Date
"5 Year Euro Swap Rates" means the bid and offered
swap rates for euro swap transactions with a maturity of
5 years displayed on Bloomberg page "ICAE1" (or such
other page as may replace that page on Bloomberg, or
such other service as may be nominated by the person
providing or sponsoring the information appearing there
for the purposes of displaying comparable rates) at
11.00 a.m. (Central European time) on the date falling
two Business Days prior to the Reset Date. If swap rates
do not appear on that page, the 5 Year Mid-Swap Rate
shall instead be determined by the Calculation Agent on
the basis of (i) quotations provided by the principal
office of each of four major banks in the euro swap
market of the rates at which swaps in euro are offered
by it at approximately 11.00 a.m. (Central European
time) on the date falling two Business Days prior to the
Reset Date to participants in the euro swap market for a
five year period and (ii) the arithmetic mean expressed
as a percentage and rounded, if necessary, to the nearest
0.001 per cent. (0.0005 per cent. being rounded
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upwards) of such quotations
"Initial Margin" means 8.50 per cent.
(ii)
Interest Payment Date(s):
12 February in each year commencing 12 February
2013, up to and including the Maturity Date For the
avoidance of doubt, there shall be a long first coupon in
respect of the first Interest Period (the "Long First .
Coupon")
(iii)
Fixed Coupon Amount(s):
In respect of Interest Periods commencing prior to the
Reset Date, 103.75 per Calculation Amount save in
respect of the Long First Coupon
The Fixed Coupon Amount for Interest Periods
commencing on or following the Reset Date will be
notified by the Calculation Agent once calculated on the
date falling two Business Days prior to the Reset Date
in accordance with Conditions 4(l) and 20
(iv)
Broken Amount(s):
104.32 per Calculation Amount, payable on the first
Interest Payment Date in respect of the Long First
Coupon
(v)
Day Count Fraction:
Actual/Actual ICMA (unadjusted)
(vi)
Determination Dates:
12 February in each year
(vii)
Business Day Convention:
Not Applicable. Condition 6(h) (Non-Business Days)
applies
(viii)
Other terms relating to the
Not Applicable
method of calculating
interest for Fixed Rate
Notes:
17
Floating Rate Note Provisions
Not Applicable
18
Zero Coupon Note Provisions
Not Applicable
19
Index Linked Interest Note, Inflation
Not Applicable
Linked Interest Note and other
variable-linked interest Note
Provisions
20
Equity Linked Interest Note
Not Applicable
Provisions
21
Currency Linked Note Provisions
Not Applicable
22
Dual Currency Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
23
Call Option
Applicable
(i)
Optional Redemption
The Reset Date
Date(s):
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(ii)
Optional Redemption
1,000 per Calculation Amount
Amount(s) and method, if
any, of calculation of such
amount(s):
(iii)
If redeemable in part:
(a) Minimum Redemption
Not Applicable
Amount:
(b) Maximum Redemption
Not Applicable
Amount:
(iv)
Notice period:
Condition 5(d) applies not less than 30 days nor more
than 60 days
24
Put Option
Not Applicable
25
Final Redemption Amount
1,000 per Calculation Amount
26
Index Linked, Inflation Linked and
Not Applicable
other variable-linked Redemption
Note Provisions
27
Equity Linked Redemption Notes
Not Applicable
Provisions:
28
Relevant Assets:
Not Applicable
29
Additional Disruption Events:
Not Applicable
30
Credit Linked Notes Provisions:
Not Applicable
31
Currency Linked Redemption Notes
Not Applicable
Provisions:
32
Early Redemption Amount:
Early Redemption Amount(s) payable As per Conditions save that Condition 5(c)
on event of default or other early "Redemption for Taxation Reasons" shall not apply
redemption:
Unwind Costs:
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
33
Form of Notes:
Bearer Notes:
Temporary Global Note exchangeable for a Permanent
Global Note which is exchangeable for Definitive Notes
in the limited circumstances specified in the Permanent
Global Note
34
New Global Note:
No
35
Financial Centre(s) or other special TARGET Business Day and London
provisions relating to payment dates:
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36
Talons for future Coupons or Receipts No
to be attached to Definitive Notes (and
dates on which such Talons mature):
37
Details relating to Partly Paid Notes: Not Applicable
amount of each payment comprising the
Issue Price and date on which each
payment is to be made:
38
Details relating to Instalment Notes: Not Applicable
amount of each instalment, date on
which each payment is to be made:
39
Redenomination, renominalisation and Not Applicable
reconventioning provisions:
40
Consolidation provisions:
The provisions in Condition 19 apply
41
Additional
U.S.
Federal
Tax Not Applicable
Considerations:
42
Other final terms:
The Conditions of the Notes shall be amended to
include a new Condition 5A as set out below:
5A Substitution or variation following a Capital
Event
If a Capital Event has occurred and is continuing, then
the Bank may, subject to the other provisions of this
Condition 5A (without any requirement for the consent
or approval of the Holders or the Trustee) either
substitute all (but not some only) of the Notes for, or
vary the terms of the Notes so that they remain or, as
appropriate, become, Compliant Securities. Upon the
expiry of the notice required by this Condition 5A, the
Bank shall either vary the terms of, or substitute, the
Notes in accordance with this Condition 5A, as the case
may be and, subject as set out below, the Trustee shall
agree to such substitution or variation.
In connection with any substitution or variation in
accordance with this Condition 5A, the Bank shall
comply with the rules of any stock exchange on which
the Notes are for the time being listed or admitted to
trading.
Any substitution or variation in accordance with this
Condition 5A is subject to the Bank (i) obtaining the
prior written consent of the FSA, provided that at the
relevant time such consent is required to be given; (ii)
both at the time of, and immediately following, the
substitution or variation, being in compliance with its
"Capital Resources Requirement" as provided in the
Capital Regulations applicable to it from time to time
(and a certificate from two authorised signatories of the
Bank confirming such compliance shall be conclusive
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evidence of such compliance); and (iii) giving not less
than 30 nor more than 60 calendar days' notice to the
Holders (which notice shall be irrevocable), the Trustee
and the Paying Agents, in accordance with Condition
20, which notice shall be irrevocable.
Any substitution or variation in accordance with this
Condition 5A does not give the Bank an option to
redeem the Notes under the Conditions.
Prior to the publication of any notice of substitution or
variation pursuant to this Condition 5A, the Bank shall
deliver to the Trustee a certificate signed by two
authorised signatories of the Bank stating that the
Capital Event giving rise to the right to substitute or
vary has occurred and is continuing as at the date of the
certificate and the Trustee shall accept such certificate
without any further inquiry as sufficient evidence of the
occurrence of a Capital Event in which event it shall be
conclusive and binding on the Trustee, the
Couponholders and the Holders.
The Trustee shall use its reasonable endeavours to
participate in, or assist the Bank with, the substitution of
the Notes for, or the variation of the terms of the Notes
so that they become, Compliant Securities, provided
that the Trustee shall not be obliged to participate in, or
assist with, any such substitution or variation if the
terms of the proposed alternative Compliant Securities
or the participation in, or assistance with, such
substitution or variation would impose, in the Trustee's
opinion, more onerous obligations upon it or require the
Trustee to incur any liability for which it is not
indemnified and/or secured and/or pre-funded to its
satisfaction.
The Trustee may rely without liability to Holders or
Couponholders on a report, confirmation or certificate
or any advice of any accountants, financial advisers,
financial institution or any other expert, whether or not
addressed to it and whether their liability in relation
thereto is limited (by its terms or by any engagement
letter relating thereto entered into by the Trustee or in
any other manner) by reference to a monetary cap,
methodology or otherwise. The Trustee may accept and
shall be entitled to rely on any such report, confirmation
or certificate or advice and such report, confirmation or
certificate or advice shall be binding on the Bank, the
Trustee and the Holders.
A "Capital Event" is deemed to have occurred if as a
result of any amendment to, or change in, the Capital
Regulations, the Notes (or any part thereof) may no
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longer be included in full in the Tier 2 Capital of the
Bank and/or the Group by reason of their non-
compliance with CRD IV.
"Capital Regulations" means, at any time, the
regulations, requirements, guidelines and policies
relating to capital adequacy of the FSA then in effect.
"Compliant Securities" means securities issued
directly or indirectly by the Bank that:
(a) have terms not materially less favourable to an
investor than the terms of the Notes (as reasonably
determined by the Bank, and provided that a
certification to such effect of two authorised signatories
of the Bank shall have been delivered to the Trustee
prior to the issue of the relevant securities), provided
that such securities (1) contain terms such that they
comply with the then current requirements of the FSA in
relation to Tier 2 Capital; (2) include terms which
provide for the same Rate of Interest from time to time
and Maturity Date applying to the Notes; (3) rank pari
passu with the Notes; and (4) shall preserve any existing
rights under the Conditions to any accrued interest
which has not been satisfied; and
(b) are listed on (i) the regulated market of the London
Stock Exchange or (ii) such other Recognised Stock
Exchange as selected by the Bank; and
(c) where the Notes which have been substituted or
varied had a published rating from a Rating Agency
immediately prior to their substitution or variation each
such Rating Agency has ascribed, or announced its
intention to ascribe, an equal or higher published rating
to the relevant Notes.
"CRD IV" means taken together, (i) the CRD IV
Directive, (ii) the CRD IV Regulation and (iii) the
Future Capital Instruments Regulations.
"CRD IV Directive" means a directive of the European
Parliament and of the Council on prudential
requirements for credit institutions and investment firms
amending Directive 2002/87/EC, a draft of which was
published on 20 July 2011.
"CRD IV Regulation" a regulation of the European
Parliament and of the Council on prudential
requirements for credit institutions and investment
firms, a draft of which was published on 20 July 2011.
"Future Capital Instruments Regulations" means
regulatory capital rules which may in the future be
introduced by the FSA and which are applicable to the
Bank (on a solo or consolidated basis) as applied and
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construed by the FSA, which lay down the requirements
to be fulfilled by financial instruments for inclusion in
the regulatory capital of the Bank (on a solo or
consolidated basis) as required by (i) the CRD IV
Regulation or (ii) the CRD IV Directive.
"FSA" means the Financial Services Authority or such
other governmental authority in the United Kingdom
(or, if the Bank becomes domiciled in a jurisdiction
other than the United Kingdom, in such other
jurisdiction) having primary supervisory authority with
respect to the Bank.
"Group" means Lloyds Banking Group plc and its
subsidiaries and subsidiary undertakings from time to
time.
"Rating Agency" means Fitch Ratings Limited or
Moody's Investors Service Ltd. or Standard & Poor's
Credit Market Services Europe Limited or their
respective successors.
"Recognised Stock Exchange" means a recognised
stock exchange as defined in section 1005 of the Income
Tax Act 2007 as the same may be amended from time to
time and any provision, statute or statutory instrument
replacing the same from time to time.
"Tier 2 Capital" has the meaning given to it by the
FSA from time to time.
DISTRIBUTION
43
(i)
If syndicated, names and
Not Applicable
addresses of Managers and
underwriting
commitments:
(ii)
Date of Subscription
Not Applicable
Agreement:
(iii)
Stabilising Manager(s) (if
Not Applicable
any):
44
If non-syndicated, name and address of
Not Applicable
Dealer:
45
Total commission and concession:
Not Applicable
46
U.S. Selling Restrictions:
Reg S Category 2; TEFRA D
47
Non-exempt Offer:
Not Applicable
48
Additional selling restrictions:
Not Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required for issue and admission to trading of the Notes
described herein pursuant to the £50,000,000,000 Euro Medium Term Note Programme of Lloyds TSB Bank
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plc.
RESPONSIBILITY
The Bank accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Bank:
By: _________________________
Duly authorised
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Part B - Other Information
1
LISTING
(i)
Listing:
London
(ii)
Admission to trading:
Application has been made for the Notes to be
admitted to trading on the regulated market of the
London Stock Exchange with effect from 13
February 2012.
(iii)
Estimate of total expenses
£3,600
related to admission to
trading:
2
RATINGS
Ratings:
The Notes to be issued have been rated:
S & P: BBB-
Moody's: Baa2 (currently under review for
downgrade)
Fitch: BBB-
Fitch Ratings Limited ("Fitch"), Moody's Investors
Service Ltd. ("Moody's") and Standard & Poor's
Credit Market Services Europe Limited ("S&P") are
established in the European Union and registered
under Regulation (EC) No 1060/2009.
3
NOTIFICATION
Not applicable
4
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale" in the Base Prospectus, so far as the Bank is aware, no
person involved in the invitation to subscribe for the Notes has an interest material to the issue of
the Notes.
5
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for the offer:
Capital management
(ii)
Estimated net proceeds:
Not Applicable
(iii)
Estimated total expenses:
£3,600
6
YIELD
Indication of yield
For the period from (and including) the Issue Date to
(but excluding) the Reset Date, 10.497 per cent.
As set out above, the yield is calculated at the Issue
Date on the basis of the Issue Price. It is not an
indication of future yield.
7
OPERATIONAL INFORMATION
ISIN Code:
XS0744444588
10

Document Outline

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