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Published on 5/28/2010 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

Lloyds Banking Group launches exchange offer for four series of notes

By Jennifer Chiou

New York, May 28 - Lloyds Banking Group plc subsidiary LBG Capital No. 2 plc announced the start of an exchange offer in which it will issue up to 750 million of Lloyds shares for four series of its notes.

Listed in priority acceptance order, the securities eligible for exchange are:

• Lloyds TSB Bank's $659.85 million of primary capital undated floating-rate notes, series 1;

• Lloyds TSB Bank plc's $423.81 million of primary capital undated floating-rate notes, series 2;

• Lloyds TSB Bank's $526.15 million of primary capital undated floating-rate notes; and

• Bank of Scotland plc's $237.2 million of undated floating-rate primary capital notes.

For each $10,000 of tendered notes, holders will receive $6,000 worth of common stock, including $500 of shares accounting for the early submission premium to be issued to those who tender prior to 5 p.m. ET on June 11.

The offer will wrap on 11:59 p.m. ET on June 25.

To determine the number of shares to be issued for each notes series, the company will calculate the exchange amount divided by the conversion price, which will be equal to the volume-weighted average price multiplied by the sterling exchange rate. The VWAP will be determined during the trading days from June 14 through June 25.

The minimum submission amount is $100,000. Settlement is slated for June 29.

In the United States, the dealer managers are Banc of America Securities LLC (888 292-0070 or call collect 646 855-3401) and UBS Investment Bank (888 719-4210 or call collect 203 719-4210).

Outside the States, the dealer managers are Merrill Lynch International (44 20 7995 3715 or fax 44 20 7995 8582) and UBS Investment Bank (44 20 7567 0525 or fax 44 20 7568 5332).

The exchange agent is Lucid Issuer Services Ltd. (44 20 7704 0880).


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