LLOYDS BANK COVERED BOND AND PENARTH MASTER ISSUER
BEFORE ENTERING THIS WEBSITE, PLEASE READ CAREFULLY THE FOLLOWING IMPORTANT TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO, AND USE OF, THIS WEBSITE, AND ACKNOWLEDGE YOUR AGREEMENT TO THEM. PLEASE NOTE THAT THE DISCLAIMER SET OUT BELOW MAY BE ALTERED OR UPDATED FROM TIME TO TIME. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE WEBSITE. IF YOU AGREE TO THE TERMS, CLICK 'I AGREE' AT THE END OF THIS DOCUMENT TO ENTER THIS WEBSITE. IF YOU CLICK 'I DO NOT AGREE' YOU WILL NOT BE ABLE TO ENTER THIS WEBSITE.
Access and use of this website (the Website) is conditional upon agreement to and compliance with these terms and conditions of access to the website (the Terms and Conditions).
You (the Client) confirm that (a) you have read and understood the Terms and Conditions and (b) you have understood that the Terms and Conditions may affect your rights. You acknowledge and agree to the Terms and Conditions and agree not to undertake any act or omission that would constitute a breach of these Terms and Conditions.
Access to and use of the Website
The Client confirms that it is not located or resident in any jurisdiction in which it would be unlawful to access the information on this Website and its access to the Website is lawful and in accordance with the laws of the jurisdiction in which it is located or resident.
The materials on the Website are directed, in the UK, at a person who (i) is an “investment professional” as defined in Article 19 of the Financial and Services Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (ii) is a high net worth entity falling within Article 49(2)(a) to (d) of the Order. In addition, the manufacturer target market is Professional Clients and/or Eligible Counterparties only (each as defined in Directive 2014/65/EU (as amended, MiFID II)). This Website or the materials on this Website are not directed at and must not be acted on or relied on by Retail Investors in the European Economic Area (the EEA), Retail Investors being persons who are one (or more) of: (i) Retail Clients (as defined in Point (11) of Article 4(1) of MiFID II; or (ii) a Customer within the meaning of Directive 2002/92/EC (as amended, the Insurance Mediation Directive), where that Customer would not qualify as a Professional Client as defined in Point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the Prospectus Directive). Consequently, no key information document (KID) required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Securities or otherwise making them available to Retail Investors in the EEA has been or will be prepared by Lloyds Banking Group plc or any of its subsidiaries or affiliates (together, Lloyds Banking Group) and therefore offering or selling the Securities or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation.
The materials on the Website are intended for use only by users in compliance with the laws of all applicable jurisdictions and may not be published, copied or distributed to any other person. The Client’s access to this Website may be restricted by applicable law, and it must seek its own advice in relation to and observe any such restrictions.
Nothing in the Website is, or is to be construed as, an offer of or invitation to subscribe for, underwrite or purchase securities in any jurisdictions in which such offer is or may be prohibited, restricted or subject to any requirement for filing, authorisation, licence or consent.
The Client agrees that it has not made and will not make any offer of securities referred to on the Website (the Securities) other than in accordance with applicable law and regulation.
Nothing in the Website constitutes an offer of securities for sale, or the solicitation of an offer to purchase securities, in the United States or any other jurisdiction where such an offer or solicitation would be unlawful. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold in the United States unless the Securities are registered under the Securities Act, or issued pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offer of the Securities in the United States.
By accessing the Website, the Client represents, warrants, agrees with and undertakes that: (a) it will not offer, sell or recommend or otherwise make available any Securities to Retail Investors in the EEA for which no KID has been produced; and (b) the Client will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of any Securities (or any beneficial interests therein), including (without limitation) any such laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in any Securities (or any beneficial interests therein) by investors in any relevant jurisdiction. Lloyds Banking Group shall have no liability to the Client or to EEA Retail Investors for distribution of any Securities by the Client to Retail Investors without a KID.
The Client will use the Website solely for its own internal use in accordance with the Terms and Conditions and will not deliver, release, publish or distribute to any person who is located or resident in any jurisdiction in which it would be unlawful to do.
The Client will not engage in any activities related to the Website that are contrary to applicable law or regulation or the terms of any agreements between the Client and Lloyds Banking Group.
The Website may contain other proprietary notices and copyright information, the terms of which must be observed and followed.
Acknowledgements and Disclaimers
The Client acknowledges and agrees to the following:
No duty to update or correct materials. The materials included on the Website are historical in nature and only current as of the date of the materials. Neither Lloyds Banking Group nor any other party has any duty to maintain or update any material on the Website. Historic performance information with regard to any security is no indication of its future performance.
The Client should not assume that the information contained or incorporated by reference in any document on the Website is accurate as of any date other than the respective date set forth therein or the date of the information incorporated therein.
Changes to materials. Lloyds Banking Group may remove or make changes to the materials available on the Website at any time.
Third party materials. Information on the Website sourced from third parties (the Third Party Materials), including (without limitation) offering circulars, prospectuses, listing particulars, pricing supplements, reports, agreements, summaries, models, commentary and other materials, has been obtained from sources believed to be reliable, but Lloyds Banking Group does not warrant its completeness or accuracy. Lloyds Banking Group has no obligations in respect of Third Party Materials (including as to verifying or correcting Third Party Materials or publishing materials relating to Third Party Materials). Posting Third Party Materials on the Website does not imply any endorsement, adoption of or responsibility by Lloyds Banking Group for the opinions, ideas, products, information or services offered therein, or any representation regarding the content of any Third Party Materials.
Offering documents and research reports. Any final offering memoranda or other offering materials (each, an Offering Document) or research reports posted on the Website are Third Party Materials unless produced by Lloyds Banking Group. Third Party Materials are provided solely for the Client's convenience to generally describe the terms of the transaction described therein.
The Client should not assume that the information contained or incorporated by reference in any Offering Document or research report is accurate as of any date other than the respective date set forth therein or the date of the information incorporated therein.
Offering Documents, research reports and other information contained in the Website may not be distributed (whether in whole or in part) to or used by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
Lloyds Banking Group Positions. Lloyds Banking Group may have its own interests in relation to the issuers or any affiliates of the issuers of Securities or transactions mentioned on the Website.
Lloyds Banking Group and Benchmarks. Lloyds Banking Group may participate in benchmarks in any one or more of the following capacities; as administrator, submitter or user. Benchmarks may be referenced by Lloyds Banking Group for internal purposes or used to reference products, services or transactions which Lloyds Banking Group provides or carries out with the Client. More information about Lloyds Banking Group’s participation in benchmarks is set out in the Benchmark Transparency Statement which is available on Lloyds Banking Group website referred to below.
Disclaimer of Advice. Except as otherwise expressly stated, the Website does not purport to provide any financial, investment, tax, accounting or legal advice or recommendation. Before the Client enters into any transaction in connection with the documentation contained on the Website, it should obtain its own independent advice from its professional accounting, legal, regulatory, tax or other advisers.
Click Through. Any acknowledgment, agreement or other type of click through button on the Website that is selected to evidence agreement or an acknowledgement shall have the same force and validity as a paper copy of an agreement that has been manually signed and delivered.
Discontinuance and disruption of service. Lloyds Banking Group or its suppliers may discontinue the Website at any time.
Rule 144A. The Client is either (a) not a 'U.S. person' (as that term is defined in Regulation S under the Securities Act) and is not in the United States (as that term is defined in Regulation S under the Securities Act) or (b) a 'qualified institutional buyer' (as that term is defined in Rule 144A under the Securities Act). Unauthorised Use
Unauthorised use of the Website including but not limited to unauthorised entry into such entities' systems, or misuse of any information posted to the Website, is strictly prohibited.
Information contained in the Website may not be distributed (whether in whole or in part) to or used by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
Limitation of Liability
Lloyds Banking Group and third party data providers are not responsible for any errors in or omissions from the information contained in or accessed through the Website (including all information, tools and materials contained on the Website).
The Website may contain statements that constitute forward-looking statements with respect to the business, strategy, plans and/or results of Lloyds Bank plc and its subsidiary and associated undertakings (together, the Lloyds Bank Group) or Lloyds Banking Group and their current goals and expectations relating to their future financial condition and performance. Statements that are not historical facts, including statements about Lloyds Bank Group's or Lloyds Banking Group's or their respective directors' and/or management's beliefs and expectations, are forward-looking statements. Words such as 'believes', 'anticipates', 'estimates', 'expects', 'intends', 'aims', 'potential', 'will', 'would', 'could', 'considered', 'likely', 'estimate' and variations of these words and similar future or conditional expressions are intended to identify forward looking statements but are not the exclusive means of identifying such statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future.
Examples of such forward-looking statements include, but are not limited to, projections or expectations of Lloyds Bank Group's or Lloyds Banking Group's future financial position including profit attributable to shareholders, provisions, economic profit, dividends, capital structure, portfolios, net interest margin, capital ratios, liquidity, risk-weighted assets (RWAs), expenditures or any other financial items or ratios; litigation, regulatory and governmental investigations; the Group’s future financial performance; the level and extent of future impairments and write-downs; statements of plans, objectives or goals of Lloyds Bank Group or Lloyds Banking Group or their respective management including in respect of statements about the future business and economic environments in the United Kingdom and elsewhere including future trends in interest rates, foreign exchange rates, credit and equity market levels and demographic developments and any impact on Lloyds Bank Group or Lloyds Banking Group or their respective subsidiaries and subsidiary undertakings; statements about competition, regulation, disposals and consolidation or technological developments in the financial services industry; and statements of assumptions underlying such statements.
To the greatest extent permitted by applicable law and regulation, Lloyds Banking Group will have no tort, contract or any other liability to the Client or any third party arising in connection with the use of the Website, or reliance on any information or services provided in the Website.
Lloyds Banking Group will under no circumstances be liable to the Client or any third party, regardless of the form of action, for any lost profits or lost opportunity, or any indirect, special, consequential, incidental or punitive damages whatsoever, even if Lloyds Banking Group has been advised of the possibility of such loss or damages.
Nothing in this clause shall limit or exclude liability of Lloyds Banking Group:
(i) for personal injury arising from negligence; (ii) for fraud, gross negligence or wilful default; or (iii) for damages that may not be limited or excluded under applicable law and regulation.
The Client and Lloyds Banking Group agree that the limitations and exclusions set out above and below are reasonable having regard to all the relevant circumstances and the levels of risk associated with the Client’s and Lloyds Banking Group’s obligations under these Terms and Conditions.
If any provision of these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then (i) that shall not affect the other provisions of these Terms and Conditions which shall remain in full force and effect; and (ii) if that provision would be valid or enforceable if part of that provision were deleted, then that provision shall apply with such modification(s) as may be necessary to make it valid and enforceable.
These Terms and Conditions and any non-contractual obligations arising out of or in conjunction with it, will be governed by, and construed in accordance with, the laws of England and Wales.
The English courts will have jurisdiction to settle any disputes which may arise in connection with these Terms and Conditions.
Lloyds Bank is a trading name of Lloyds Bank plc, Bank of Scotland plc and Lloyds Bank Corporate Markets plc. Lloyds Bank plc. Registered Office: 25 Gresham Street, London EC2V 7HN. Registered in England and Wales no. 2065. Bank of Scotland plc. Registered Office: The Mound, Edinburgh EH1 1YZ. Registered in Scotland no. SC327000. Lloyds Bank Corporate Markets plc. Registered office 25 Gresham Street, London EC2V 7HN. Registered in England and Wales no. 10399850. Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority under registration number 119278, 169628 and 763256 respectively. Further regulatory information is available via www.lloydsbank.com/CBMarkets-regulatory-information.
Lloyds Bank plc announced on 11 September 2019 a consent solicitation and proposal to the holders of the outstanding £1,000,000,000 Series 2018-3 Floating Rate Covered Bonds due March 2023 (ISIN: XS1797949937) (the Series 2018-3 Covered Bonds). On the 7th October 2019, Lloyds Bank plc announced the results of the consent solicitation and proposal to the holders Series 2018-3 Covered Bonds had passed.
Penarth Master Issuer PLC announced on 11 September 2019 a notice to the holders of its outstanding £300,000,000 Series 2018-1 A2 Class A Asset-Backed Floating Rate Notes due March 2023 (Reg S ISIN: XS1779703013; Rule 144A ISIN: XS1779703286). A further notice was issued 9 October confirming the deadline to vote had been extended from 14 October 2019 to 6 November 2019.
|Lloyds Bank Covered Bond Series 2018-3|
Consent Solicitation Memorandum
|Penarth Master Issuer Series 2018-1 A2|
Notice to Noteholders