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Lloyds Tsb Bank Plc Exchange Offer Pricing and Results Relating to the Existing Canadian Dollar, Us Dollar, Euro and Sterling Capital Securities

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Lloyds Tsb Bank Plc Exchange Offer Pricing and Results Relating to the Existing Canadian Dollar, Us Dollar, Euro and Sterling Capital Securities NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER RESTRICTIONS" BELOW) 12 December 2011 LLOYDS TSB BANK PLC EXCHANGE OFFER PRICING AND RESULTS RELATING TO THE EXISTING CANADIAN DOLLAR, US DOLLAR, EURO AND STERLING CAPITAL SECURITIES Further to the announcement dated 1 December 2011 and in accordance with the Exchange Offer Memorandum of the same date, Lloyds TSB Bank plc (the “Issuer”) hereby announces the results of the Exchange Offer to holders of the Existing Notes other than the Australian Dollar Existing Notes (as described in the announcement dated 1 December 2011). Exchange Offer Results The results of the Exchange Offer are as follows: ISIN Issuer Curr. Current Amt. O/S Capital First Call Reset Coupon Maturity Exchange Exchange Aggregate Principal Coupon (m) Type Date/ Date Price Ratio Amount of Existing Reset Notes Accepted Date XS0249026682 HBOS plc EUR 3 month €500 Lower 29 March N/A Reset Date 29 March 77.50 0.775255 €263,161,000 EURIBOR + Tier 2 2011 already 2016 67.5bps occurred XS0195810717 Lloyds TSB EUR 3 month €500 Lower 11 July N/A Reset Date 11 July 2016 77.25 0.772755 €292,651,000 Bank plc EURIBOR + Tier 2 2011 already 80bps occurred XS0192560653 HBOS plc EUR 3 month €500 Lower 1 N/A Reset Date 1 September 77.25 0.772755 €329,411,000 EURIBOR + Tier 2 September already 2016 80 bps 2011 occurred XS0292269544 HBOS plc EUR 3 month €1,000 Lower 21 March 3 month 21 March 75.00 0.750247 €539,680,000 EURIBOR + Tier 2 2012 EURIBOR + 2017 20bps 70bps XS0269136163 HBOS plc USD 3 month U.S.$750 Lower 30 N/A Reset Date 30 76.50 0.767640 U.S.$253,477,000 USD- Tier 2 September already September LIBOR-BBA 2011 occurred 2016 + 70bps XS0304201790 HBOS plc USD 3 month U.S.$1,000 Lower 6 3 month USD- 6 September 72.50 0.727502 U.S.$512,853,000 USD- Tier 2 September LIBOR-BBA + 2017 LIBOR-BBA 2012 70bps + 20bps CA42205MAF38 HBOS plc CAD 5.109% C$500 Lower 21 June 3 month CAD- 21 June 81.75 0.820395 C$472,134,000 Tier 2 2012 BA-CDOR + 65 2017 bps XS0325811296 HBOS plc GBP 6.305% £500 Lower 18 October 3 month GBP- 18 October 79.50 0.797880 £465,371,000 Tier 2 2012 LIBOR-BBA 2017 +120 bps XS0218023447 Lloyds TSB GBP 3 month £300 Lower 29 April N/A Reset Date 29 April 78.00 0.782826 £120,572,000 Bank plc GBP Tier 2 2011 already 2016 LIBOR-BBA occurred + 73bps XS0111627112 HBOS plc EUR 3 month €72.6 Upper 26 August N/A – Reset Perpetual 70.00 0.700231 €32,925,000 EURIBOR + Tier 2 2010 Date already 230bps occurred XS0138988042 HBOS plc EUR 3 month €75.4 Upper 23 N/A – Reset Perpetual 70.00 0.700231 €49,085,000 EURIBOR + Tier 2 November Date already 225 bps 2011 occurred Save in relation to the Australian Dollar Existing Notes, all Offers to Exchange validly submitted to the relevant Exchange Agent by the Expiration Time are accepted in full. The Existing Notes issued by the Issuer are accepted for exchange by the Issuer. The Existing Notes issued by HBOS plc are accepted for exchange by HBOS plc. As described in the Exchange Offer Memorandum, the Issuer expects to make a further announcement in relation to the pricing of the Australian Dollar New Notes on 13 December 2011. Holders whose Offers to Exchange are accepted will receive relevant New Notes in an amount (rounded down to the nearest C$1,000, €1,000, £1,000 or U.S.$1,000, as applicable) equal to the aggregate principal amount of such Existing Notes accepted for exchange multiplied by the relevant Exchange Ratio, subject to the requirement for each Holder to Offer to Exchange at least the relevant Minimum Existing Holding. Each such Holder will also be entitled to receive an Accrued Interest Payment and any Cash Rounding Amount. Holders whose Existing Notes Offered for Exchange were not accepted, or who did not participate in the Exchange Offer, will not be eligible to receive New Notes in exchange for such Existing Notes and shall continue to hold such Existing Notes subject to their terms and conditions. Pricing of the New Notes and New Issue Amounts The aggregate principal amount of each series of New Notes to be issued by the Issuer pursuant to the Exchange Offer in exchange for the relevant Series of Existing Notes, and the pricing details thereof, are as follows: Issuer Curr New Mid- New Notes New Notes New Capital Call Date/ New Notes Maturity New Issue ISIN Notes Swap Initial Price Notes Type Optional Reset Date Amount Spread Rate Coupon Yield Redemption Coupon Date Lloyds TSB CAD 8.75% 1.467 10.125% 99.647% 10.217% Lower 16 December The sum of 16 C$387,324,000 CA539473AP32 Bank plc Tier 2 2016 (i) 8.75% December (being the 2021 Canadian Dollar New Notes Spread) and (ii) a reset 5 Year Mid- Swap Rate Lloyds TSB EUR 10.00% 1.884 11.875% 99.967% 11.884% Lower 16 December The sum of 16 €1,146,784,000 XS0717735400 Bank plc Tier 2 2016 (i) 10.00% December (being the 2021 Euro New Notes Spread) and (ii) a reset 5 Year Mid- Swap Rate Lloyds TSB GBP 9.00% 1.568 10.750% 99.639% 10.847% Lower 16 December The sum of 16 £465,570,000 XS0717735582 Bank plc Tier 2 2016 (i) 9.00% December (being the 2021 Sterling New Notes Spread) and (ii) a reset 5 Year Mid- Swap Rate, the sum of which will be annualised Lloyds TSB USD 8.50% 1.229 9.875% 99.656% 9.966% Lower 16 December The sum of 16 U.S.$567,580,00 XS0717735822 Bank plc Tier 2 2016 (i) 8.50% December 0 (being the 2021 U.S. Dollar New Notes Spread) and (ii) a reset 5 Year Mid- Swap Rate, the sum of which will be annualised 2 Save in relation to the Australian Dollar Existing Notes, the expected Settlement Date of the Exchange Offer is 16 December 2011. Application will be made for the New Notes referred to above to be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange’s Regulated Market pursuant to the Issuer’s EMTN Programme. The Exchange Offer was made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 1 December 2011. The Exchange Offer was not made in the United States or to any U.S. person and was also restricted in other jurisdictions, as more fully described below and in the Exchange Offer Memorandum. Requests for information in relation to the settlement of the Exchange Offer should be directed to the relevant Exchange Agent listed below: EXCHANGE AGENTS In relation to Existing Notes In relation to Existing Notes In relation to Existing Notes denominated in Australian denominated in Canadian dollars dollars Lucid Issuer Services Limited Citibank N.A., London Branch Citibank N.A., London Branch Leroy House 14th Floor 14th Floor 436 Essex Road Canada Square Canada Square London N1 3QP Citigroup Centre Citigroup Centre United Kingdom London E14 5LB London E14 5LB United Kingdom United Kingdom Tel: +44 20 7704 0880 Tel (UK): +44 20 7508 3867 Tel (UK): +44 20 7508 3867 Fax: +44 20 7067 9098 Tel (AUS): +613 8643 9137 Tel (CAN): +1 905 212 8906 Attention: Sunjeeve Patel/ Fax: +44 20 3320 2405 Fax: +44 20 3320 2405 David Shilson/ Thomas Attention: Andrew Attention: Michelle Chotoosingh Choquet/Paul Kamminga Gibson/Stephen Rylands email: [email protected] email: [email protected] email: [email protected] Any questions regarding the terms of the Exchange Offer may be directed to any of the Dealer Managers listed below: DEALER MANAGERS Deutsche Bank AG, London J.P. Morgan Securities Ltd. Lloyds TSB Bank plc Branch 125 London Wall Lloyds Bank Corporate Winchester House London EC2Y 5AJ Markets 1 Great Winchester Street United Kingdom 10 Gresham Street London EC2N 2DB London EC2V 7AE United Kingdom United Kingdom In Europe In Europe In Europe Tel: +44 20 7545 8011 Tel: +44 20 7779 2468 / +44 20 Tel: +44 20 7158 3981 Attention: Liability Management 7325 4851 Attention: Liability Management Group Attention: FIG Syndicate / Group 3 email: Liability Management email: [email protected] email: liability.management@lloydsban [email protected] king.com / [email protected] In Australia In Australia Tel: +61 28258 2419/1339 J.P. Morgan Australia Limited Attention: Rod Everitt/Craig (ABN 52 002 888 011 / AFSL Johnston email: No. 238188) [email protected]/ Tel: +61 29220 1594 [email protected] Attention : Stuart Raynes email: [email protected] In Canada Tel: +1 416 682 8470 Attention : Scott Lampard email: [email protected] Merrill Lynch International UBS Limited 2 King Edward Street 1 Finsbury Avenue London EC1A 1HQ London EC2M 2PP United Kingdom United Kingdom In Europe In Europe Tel: +44 20 7995 3715 Tel: +44 20 7567 0525 +44 20 7995 2324 Attention: Liability Management Group Attention: John Cavanagh, Tommaso Gros-Pietro email: [email protected] email: [email protected]/ [email protected] In Australia In Australia Tel: +61 29226 5564 Tel: +61 29324 2191 Attention: Chad Karpes Attention: Dean O’Hara email: [email protected] email: [email protected] In Canada Tel: +1 416 369 7645 Attention: Ian Morrison email: [email protected] 4 DISCLAIMER This announcement must be read in conjunction with the Exchange Offer Memorandum.
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