Lloyds TSB Bank plc

More documents

Recommendations

Info

SUBSCRIPTION AND SALEUnder a subscription agreement entered into with the Bank and the Parent on 11 November 2002 (the"Subscription Agreement"), Goldman Sachs International has agreed to subscribe for the CapitalSecurities at the issue price of 100.60 per cent. The Bank has agreed to pay to Goldman SachsInternational a combined management, underwriting and selling commission of 2 per cent. of theaggregate principal amount of the Capital Securities. The Subscription Agreement is subject totermination in certain circumstances prior to payment to the Bank.United StatesThe Capital Securities have not been and will not be registered under the US Securities Act of 1933, asamended (the "Securities Act"), and may not be offered or sold within the United States or to, or for theaccount or benefit of, US persons except in certain transactions exempt from the registrationrequirements of the Securities Act. Terms used in this paragraph have the meanings given to them byRegulation S under the Securities Act.The Capital Securities are subject to US tax law requirements and may not be offered, sold or deliveredwithin the United States or its possessions or to a US person, except in certain transactions permitted byUS tax regulations. Terms used in this paragraph have the meanings given to them by the US InternalRevenue Code of 1986 and regulations thereunder.Goldman Sachs International has agreed that, except as permitted by the Subscription Agreement, it willnot offer, sell or deliver Capital Securities (i) as part of their distribution at any time, or (ii) otherwiseuntil 40 days after the later of the commencement of the offering and the Closing Date (as defined in theSubscription Agreement), within the United States or to, or for the account or benefit of, US persons,and that it will have sent to each dealer to which it sells Capital Securities during the distributioncompliance period a confirmation or other notice setting forth the restrictions on offers and sales ofCapital Securities within the United States or to, or for the account or benefit of, US persons.In addition, until 40 days after the commencement of the offering, an offer or sale of Capital Securitieswithin the United States by a dealer that is not participating in the offering may violate the registrationrequirements of the Securities Act.United KingdomGoldman Sachs International has represented and agreed that:(1) it has not offered or sold and will not offer or sell any Capital Securities to persons in the UnitedKingdom prior to admission of the Capital Securities to listing in accordance with Part VI of theFSMA, except to persons whose ordinary activities involve them in acquiring, holding, managing ordisposing of investments (as principal or agent) for the purposes of their businesses or otherwise incircumstances which have not resulted and will not result in an offer to the public in the UnitedKingdom within the meaning of the Public Offers of Securities Regulations 1995 or the FSMA;(2) it has only communicated or cause to be communicated and will only communicate or cause to becommunicated any invitation or inducement to engage in investment activity (within the meaningof Section 21 of the FSMA) received by it in connection with the issue or sale of any CapitalSecurities in circumstances in which Section 21(1) of the FSMA does not apply to the Bank; and(3) it has complied and will comply with all applicable provisions of the FSMA with respect toanything done by it in relation to the Capital Securities in, from or otherwise involving the UnitedKingdom.SingaporeGoldman Sachs International acknowledges that this Offering Circular has not been registered as aprospectus with the Monetary Authority of Singapore. Accordingly, Goldman Sachs International hasrepresented and agreed that it will not offer or sell the Capital Securities, nor will it make the CapitalSecurities the subject of an invitation for subscription or purchase, nor will it circulate or distribute thisOffering Circular or any other document or material in connection with the offer or sale, or invitation forsubscription or purchase, of the Capital Securities, whether directly or indirectly, to the public or anymember of the public in Singapore other than (a) to an institutional investor or other person specified inSection 274 of the Securities and Futures Act 2001 of Singapore (the "Singapore Securities and FuturesAct"), (b) to a sophisticated investor, and in accordance with the conditions, specified in Section 275 of40
the Singapore Securities and Futures Act or (c) otherwise pursuant to, and in accordance with theconditions of, any other applicable provisions of the Singapore Securities and Futures Act.Hong KongGoldman Sachs International has represented and agreed that:(a)(b)it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, anyCapital Securities other than (i) to persons whose ordinary business it is to buy or sell shares ordebentures (whether as principal or agent) or (ii) in circumstances which do not constitute an offerto the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong; andunless it is a person permitted to do so under the securities laws of Hong Kong, it has not issued,or had in its possession and will not issue, or have in its possession for the purposes of issue, anyadvertisement, invitation or document relating to the Capital Securities other than with respect toCapital Securities intended to be disposed of to persons outside Hong Kong or to be disposed ofin Hong Kong only to persons whose business involves the acquisition, disposal or holding ofsecurities, whether as principal or agent.No action has been or will be taken in any country or any jurisdiction by Goldman Sachs Internationalor the Bank that would permit a public offering of the Capital Securities, or possession or distribution ofthis Offering Circular or any other offering or publicity material relating to the Capital Securities, in anycountry or jurisdiction where action for that purpose is required. Goldman Sachs International hasagreed to comply, to the best of its knowledge and belief, with all applicable laws and regulations anddirectives in each jurisdiction in which it purchases, offers, sells or delivers Capital Securities or has in itspossession or distributes this Offering Circular or any such other material relating to the CapitalSecurities, in all cases at its own expense.41
Page 3 and 4: TABLE OF CONTENTSPageSUMMARY 4INVES
Page 5 and 6: shares of the Bank. Such class woul
Page 7 and 8: RatingGoverning LawThe Capital Secu
Page 9 and 10: Restricted remedy for non-paymentIn
Page 11 and 12: support arrangement in respect of,
Page 13 and 14: so agreed between the Bank and the
Page 15: (c) Exchange for Upper Tier 2 Secur
Page 18 and 19: applicable in the place of payment,
Page 20 and 21: Coupons (including any payment unde
Page 22 and 23: 13. Meetings of Holders, Modificati
Page 24 and 25: 20. Contracts (Rights of Third Part
Page 26 and 27: "Outstanding", in relation to any C
Page 28 and 29: SUMMARY OF PROVISIONS RELATING TO T
Page 30 and 31: USE OF PROCEEDSThe net proceeds fro
Page 32 and 33: and lending, insurance and personal
Page 34 and 35: a current account that pays interes
Page 36 and 37: CAPITALISATION OF LLOYDS TSB BANK P
Page 38 and 39: (i)(j)(k)These bonds bear interest,
Page 42 and 43: GENERAL INFORMATION(1) It is expect
Page 44: REGISTERED OFFICE OF THE BANKLloyds

Lloyds TSB Bank plc

Create successful ePaper yourself

Delete template?

Save as template?