LLOYDS BANKING GROUP plc

Transcription

1 SUPPLEMENTARY PROSPECTUS DATED 20 MAY 2009 LLOYDS BANKING GROUP plc (incorporated under the Companies Act 1985 and registered in Scotland with Registered No ) Private Placement of U.S.$3,750,000,000 Extendible Notes (the Notes ) issued as two tranches in the amount of U.S.$3,250,000,000 on 17 July 2008 and U.S.$500,000,000 on 23 July 2008 This Supplement (the Supplement ) to the Base Prospectus dated 24 July 2008 (as supplemented by supplementary prospectuses dated 5 August 2008 (the 5 August Supplementary Prospectus ), 7 October 2008 (the 7 October Supplementary Prospectus ), 15 October 2008 (the 15 October Supplementary Prospectus ), 7 November 2008 (the 7 November Supplementary Prospectus ), 21 November 2008 (the 21 November Supplementary Prospectus ) and 17 December 2008 (the 17 December Supplementary Prospectus )) (together, the Prospectus ), which comprises a base prospectus, constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the FSMA ) and is prepared in connection with the Notes issued by Lloyds Banking Group plc (formerly Lloyds TSB Group plc) (the Company ). This Supplement is supplemental to, and should be read in conjunction with, the Prospectus and any other supplements to the Prospectus issued by the Company. The Company accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Company (having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. 1

2 HBOS plc 2008 Annual Report and Accounts On 3 April 2009, HBOS plc ( HBOS ) published its audited consolidated annual financial statements for the financial year ended 31 December 2008 as set out in HBOS' 2008 Annual Report and Accounts (the "HBOS 2008 Annual Report and Accounts"). A copy of the HBOS 2008 Annual Report and Accounts has been filed with the Financial Services Authority and, by virtue of this Supplement, certain parts of the HBOS 2008 Annual Report and Accounts are incorporated by reference in, and form part of, the Prospectus. Lloyds Banking Group plc 2008 Annual Report and Accounts On 30 April 2009, the Company published its audited consolidated annual financial statements for the financial year ended 31 December 2008 as set out in the Company's 2008 Annual Report and Accounts (the "Company 2008 Annual Report and Accounts"). A copy of the Company 2008 Annual Report and Accounts has been filed with the Financial Services Authority and, by virtue of this Supplement, certain parts of the Company 2008 Annual Report and Accounts are incorporated by reference in, and form part of, the Prospectus. Lloyds Banking Group plc 2008 Form 20-F On 30 April 2009, the Company filed its 2008 Annual Report on Form 20-F for the year ended 31 December 2008 (the " F"). A copy of the F has been filed with the Financial Services Authority and, by virtue of this Supplement, certain parts of the F are incorporated by reference in, and form part of, the Prospectus. Lloyds Banking Group plc May 2009 Interim Management Statement On 7 May 2009, the Company published an interim management statement (the May IMS ). A copy of the May IMS has been filed with the Financial Services Authority and, by virtue of this Supplement, certain parts of the May IMS are incorporated by reference in, and form part of, the Prospectus. Lloyds Banking Group plc 2009 Placing and Open Offer On 18 May 2009, the Company announced that it had agreed with HM Treasury to launch the previously announced Placing and Open Offer on 20 May 2009 (the 2009 Placing and Open Offer ). Further to that announcement, the Company published a prospectus dated 20 May 2009 relating to the 2009 Placing and Open Offer (the 2009 Placing and Open Offer Prospectus ). A copy of the 2009 Placing and Open Offer Prospectus has been filed with the Financial Services Authority and, by virtue of this Supplement, certain parts of the 2009 Placing and Open Offer Prospectus are incorporated by reference in, and form part of, the Prospectus. 2

3 AMENDMENTS TO THE PROSPECTUS Incorporation by Reference The following documents shall be deemed to be incorporated by reference into the Prospectus: the following section of the Company 2008 Annual Report and Accounts: Pages : the audited consolidated annual financial statements of the Company for the financial year ended 31 December 2008, together with the audit report thereon, including the information regarding Risk Management set out on pages 42-64, which is audited, except for such information set out on page 58. the following sections of the F: Pages 4-13: the section entitled Business ; Pages 80-81: the section entitled Directors and Senior Management ; Pages : the section entitled Major Shareholders and Related Party Transactions ; and Pages : the section entitled Regulation. the following sections of the 2009 Placing and Open Offer Prospectus: Pages 10-29: the sections entitled Risks relating to the Group and Risks relating to the Banking Act ; and Pages : the section entitled Definitions, but only to the extent that such defined terms are used in the section of the 2009 Placing and Open Offer Prospectus entitled Risk Factors, as incorporated by reference into this Supplement; the following section of the HBOS 2008 Annual Report and Accounts: Page 3: the last sentence of the first paragraph under the heading Overview of Results. the May IMS, save for the following sections: Page 3: the second and third sentences of the first paragraph under the section entitled Improving capital ratios and strong liquidity and funding position ; and Page 4: the paragraph entitled Interim Management Statement webcast details. If documents which are incorporated by reference into this Supplement themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Supplement for the purposes of the Prospectus Directive (Directive 2003/71/EC) except where such information or other documents are specifically incorporated by reference into the Supplement. Risk Factors The section entitled Risk Factors on pages 6-10 of the Prospectus (as supplemented and/or superseded by the 7 October Supplementary Prospectus, the 7 November Supplementary Prospectus and the 21 November Supplementary Prospectus) shall be deleted and replaced by the sections entitled Risks relating to the Group and Risks relating to the Banking Act on pages of the 2009 Placing and Open Offer Prospectus, as incorporated by reference herein. 3

4 Lloyds Banking Group The section entitled Lloyds TSB Group on pages of the Prospectus (as supplemented and/or superseded by the 5 August Supplementary Prospectus, the 7 October Supplementary Prospectus, the 15 October Supplementary Prospectus, the 7 November Supplementary Prospectus, the 21 November Supplementary Prospectus and the 17 December Supplementary Prospectus) shall be deleted and replaced by the following sections of the F, all of which are incorporated by reference herein: Pages 4-13: the section entitled Business ; Pages 80-82: the section entitled Directors and Senior Management ; Pages : the section entitled Major Shareholders and Related Party Transactions ; and Pages : the section entitled Regulation. The above sections which are incorporated by reference herein, shall be read in conjunction with the following information: The Company was incorporated and registered in Scotland on 21 October 1985 with registered number as a public company limited by shares under the name TSB Group Public Limited Company. On 28 December 1995, it changed its name to Lloyds TSB Group plc. On 16 January 2009, the Company changed its name to its present name. The principal legislation under which the Company operates is the Companies Acts 1985 to 2006 and regulations made thereunder. The Company is domiciled in Scotland. Its head office is at 25 Gresham Street, London EC2V 7HN (Tel. +44 (0) ) and its registered office is at Henry Duncan House, 120 George Street, Edinburgh, EH2 4LH. On 17 May 2009, The Lord Leitch was appointed as Deputy Chairman of the board of directors of the Company. The business address of each of the directors of the Company is 25 Gresham Street, London EC2V 7HN, England. None of the directors of the Company have any actual or potential conflict between their duties to the Company and their private interests or other duties as listed in the section of the F entitled Directors and Senior Management as incorporated by reference herein. 4

5 GENERAL INFORMATION The statements made in paragraphs three and four under the heading General Information on page 43 of the Prospectus as superseded and restated by the 15 October Supplementary Prospectus, the 7 November Supplementary Prospectus, the 21 November Supplementary Prospectus and/or the 17 December Supplementary Prospectus shall be replaced and superseded by the following: Save for (i) the issue of Ordinary Shares by the Issuer on 13 January 2009 pursuant to the 2008 Placing and Open Offer, (ii) the issue of the HMT Preference Shares by the Company on 16 January 2009, (iii) the Acquisition of HBOS by the Company becoming effective, (iv) the issue of Ordinary Shares and preference shares by the Company on 16 January 2009 in connection with the Acquisition of HBOS, each as described in the sub-sections entitled Share Capital and Acquisition of HBOS plc on page 10 of the F, (v) the reduction in the Lloyds Banking Group net interest margin and the decline in new business sales in the Lloyds Banking Group s life assurance and pensions businesses disclosed in the paragraph headed Good revenue growth in the first quarter of 2009 in the May IMS, (vi) the significant rise in impairment levels in the Lloyds Banking Group s lending portfolios disclosed in the paragraph headed Rising impairment levels in the May IMS, and (vii) the adverse volatility, excluding policyholders interest volatility disclosed in the paragraph headed Insurance volatility in the May IMS, there has been no significant change in the financial or trading position of Lloyds Banking Group since 31 December 2008, and save as disclosed in (i) risk factors set out on pages of the 2009 Placing and Open Offer Prospectus relating to certain elements of the GAPS (as defined in the 2009 Placing and Open Offer Prospectus), (ii) the reduction in the Lloyds Banking Group net interest margin and the decline in new business sales in the Lloyds Banking Group s life assurance and pensions businesses disclosed in the paragraph headed Good revenue growth in the first quarter of 2009 in the May IMS, (iii) the significant rise in impairment levels in the Lloyds Banking Group s lending portfolios disclosed in the paragraph headed Rising impairment levels in the May IMS, and (iv) the adverse volatility, excluding policyholders interest volatility disclosed in the paragraph headed Insurance volatility in the May IMS, there has been no material adverse change in the prospects of Lloyds Banking Group since 31 December Save as disclosed in the section entitled Legal Actions on page 9 of the F (as incorporated by reference in the 20 May 2009 Supplementary Prospectus), there are no governmental, legal or arbitration proceedings (including any such proceedings pending or threatened of which the Issuer is aware) during the 12 months preceding the date of this Prospectus, which may have or have had in the recent past, significant effects on the financial position or profitability of the Lloyds Banking Group. For the purposes of the paragraphs above, the following terms shall have the meanings set out below: Acquisition means the acquisition by the Company of HBOS, effective 16 January 2009; HMT Preference Shares means the 4,000,000 preference shares of 0.25 each in the capital of the Company owned by HM Treasury; Lloyds Banking Group means the Company and its subsidiary undertakings from time to time; Ordinary Shares means ordinary shares of 25 pence each in the capital of the Company; and 2008 Placing and Open Offer has the meaning given to it in the Circular dated 4 November 2008, as incorporated by reference into the Prospectus by the 7 November Supplementary Prospectus. 5

6 The Company will provide, without charge, to each person to whom a copy of this Supplement 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 or in the Prospectus. Written or oral requests for such documents should be directed to the Company at its head office at 25 Gresham Street, London, EC2V 7HN, as described on page 5 of the Prospectus. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus. An investor should be aware of its rights arising pursuant to Section 87Q(4) of the FSMA. 6