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Printmgr File Price range prospectus 9 June 2014 This prospectus (the “Prospectus”) comprises a prospectus relating to TSB Banking Group plc (the “Company”) prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the “FCA”) made under section 73A of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”). The Prospectus has been filed with the FCA and has been made available to the public in accordance with section 3.2 of the Prospectus Rules. Application will be made to the FCA acting in its capacity as competent authority for the purpose of Part VI of the FSMA (the “UK Listing Authority”) for all of the Ordinary Shares of the Company to be admitted to the premium segment of the Official List of the FCA (the “Official List”) and to trading on the London Stock Exchange plc’s (the “London Stock Exchange”) main market for listed securities (together, “Admission”). Admission to trading on the London Stock Exchange’s main market for listed securities constitutes admission to trading on a regulated market. Conditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange on 20 June 2014. It is expected that Admission will become effective, and that unconditional dealings in the Ordinary Shares will commence, on 25 June 2014. All dealings in Ordinary Shares before the commencement of unconditional dealings will be of no effect if Admission does not take place and such dealings will be on a “when issued” basis and at the sole risk of the parties concerned. No application has been, or is currently intended to be, made for the Ordinary Shares to be admitted to listing or trading on any other exchange. The directors of the Company, whose names appear on page 44 of this Prospectus (the “Directors”), the Prospective Non-executive Director and the Company accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company, the Directors and the Prospective Non-executive Director (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information. Prospective investors should read the entire document and, in particular, prospective investors are advised to examine all the risks that might be relevant in connection with an investment in the Ordinary Shares. See Part II: “Risk Factors” for a discussion of certain risks and other factors that should be considered prior to any investment in the Ordinary Shares. TSB BANKING GROUP PLC (incorporated under the Companies Act 2006 and registered in England and Wales with registered number 8871766) Prospectus Offer of Ordinary Shares of one pence each at an Offer Price expected to be between 220 pence and 290 pence per Ordinary Share and admission to the premium listing segment of the Official List and to trading on the London Stock Exchange Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners Citigroup J.P. Morgan Cazenove Joint Bookrunner and Joint Lead Manager UBS Investment Bank Joint Lead Managers Investec Bank plc Numis Securities RBC Capital Markets Issued and fully paid Ordinary Share capital immediately following Admission Number Nominal Value 500,000,000 £5,000,000 Pursuant to the Offer, the Selling Shareholder is currently expected to sell 125,000,000 Ordinary Shares, representing 25 per cent. of the issued Ordinary Share capital of the Company on Admission. The Offer Price Range and the Expected Offer Size are indicative only and may change during the course of the Offer. The Offer Price may be set within, above or below the Offer Price Range and the Offer Size may be set above or, with the approval of the UK Listing Authority, below the Expected Offer Size. The amount to be raised and the number of Ordinary Shares to be sold may be increased or decreased during the course of the Offer. A number of factors will be considered in determining the Offer Price, the Offer Size, the amount raised in the Offer and the basis of allocation, including the level and nature of demand for the Ordinary Shares during the book-building process, prevailing market conditions and the objective of establishing an orderly after-market in the Ordinary Shares. Unless required to do so by law or regulation, the Company does not envisage publishing any supplementary prospectus or a pricing statement, as the case may be, until announcement of the Offer Price and the Offer Size. A pricing statement containing the Offer Price and the Offer Size and certain other information (the “Pricing Statement”) is expected to be published on or about 20 June 2014. [THIS PAGE INTENTIONALLY LEFT BLANK] The Company consents to the use of this Prospectus by the Intermediaries in connection with the Intermediaries Offer to persons located in the United Kingdom, the Channel Islands and the Isle of Man: (i) in respect of Intermediaries who are appointed prior to the date of this Prospectus, from the date of this Prospectus; and (ii) in respect of Intermediaries who are appointed after the date of this Prospectus, from the date on which they are approved to participate in the Intermediaries Offer, in each case, until the closing of the Intermediaries Offer. Any Intermediary that uses this Prospectus must state on its website that it uses this Prospectus in accordance with the Company’s consent. Intermediaries are required to provide the terms and conditions of the Intermediaries Offer to any prospective investor who has expressed an interest in participating in the Intermediaries Offer to such Intermediary. Any application made by investors to any Intermediary is subject to the terms and conditions imposed by each Intermediary. Recipients of this Prospectus are authorised solely to use it for the purpose of considering the acquisition of the Ordinary Shares and may not reproduce or distribute this Prospectus, in whole or in part, and may not disclose any of the contents of this Prospectus or use any information herein for any purpose other than considering an investment in the Ordinary Shares. Such recipients of this Prospectus agree to the foregoing by accepting delivery of this Prospectus. The Ordinary Shares are subject to selling and transfer restrictions in certain jurisdictions. Prospective purchasers should read the restrictions contained in Part XXI: “The Offer – Selling restrictions”. Each purchaser of the Ordinary Shares will be deemed to have made the relevant representations made therein. This Prospectus does not constitute an offer to sell or an invitation to purchase, or the solicitation of an offer to buy, any Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction. Prior to making any decision as to whether to invest in Ordinary Shares, prospective investors should read this Prospectus in its entirety. In making an investment decision, each prospective investor must rely upon his or her own examination, analysis and enquiries of the Company and the terms of this Prospectus, including the merits and risks involved. Citigroup and J.P. Morgan Cazenove have been appointed as Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners. UBS has been appointed as Joint Bookrunner (together with Citigroup and J.P. Morgan Cazenove the “Joint Bookrunners”). Investec, Numis, RBC and UBS have been appointed as Joint Lead Managers (together, the “Joint Lead Managers”) and the Joint Bookrunners and the Joint Lead Managers are collectively the Underwriters (the “Underwriters”). The distribution of this Prospectus and the offer of the Ordinary Shares in certain jurisdictions may be restricted by law. Apart from in the UK, the Channel Islands and the Isle of Man, no action has been or will be taken by the Company or the Underwriters to permit a public offering of the Ordinary Shares or to permit the possession, issue or distribution of this Prospectus in any jurisdiction where action for that purpose may be required, including the United States, Australia, Canada, Japan or South Africa. Accordingly, neither this Prospectus nor any advertisement nor any other offering material may be distributed or published in any jurisdiction except for in the UK, the Channel Islands and the Isle of Man and under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the applicable securities laws or regulations of any State or other jurisdiction of the United States and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable State securities laws. The Underwriters may offer and sell or arrange for the offer and sale of the Ordinary Shares in the United States only to persons reasonably believed to be Qualified Institutional Buyers (“QIBs”) as defined in and pursuant to Rule 144A under the Securities Act (“Rule 144A”) or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). None of the U.S. Securities and Exchange Commission, any other U.S. federal or state securities commission or any U.S. regulatory authority has approved or disapproved of the Ordinary Shares nor have any such authorities reviewed or passed upon the accuracy or adequacy of this Prospectus.
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