Lloyds TSB Bank PLC 38ZT Tender Offer - CAD, CHF, EUR and GBP Securities

  Lloyds TSB Bank PLC (38ZT) - Tender Offer - CAD, CHF, EUR and GBP Securities

RNS Number : 4950M
Lloyds TSB Bank PLC
18 September 2012




 NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES
   OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON.

              (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)







==========================================================================================



  18 September 2012 - 8.00 a.m.



  Bank of Scotland plc and Lloyds TSB Bank plc launch cash tender offers on
  certain Canadian dollar, euro, pounds sterling and Swiss franc securities

On the terms  of and subject  to the  conditions contained in  a tender  offer 
memorandum dated 18 September 2012 (the "Tender Offer Memorandum"):

(i) Bank of Scotland plc  ("BOS") has today invited  Holders of the BOS  Notes 
listed below to tender their BOS Notes for purchase by BOS for cash (the  "BOS 
Offers"); and

(ii) Lloyds TSB Bank  plc ("LTSB" and, together  with BOS, the "Offerors"  and 
each an "Offeror") has today invited Holders of the LTSB Notes listed below to
tender their LTSB Notes for purchase by LTSB for cash (the "LTSB Offers"  and, 
together with the BOS Offers, the "Offers").

Capitalised terms not  otherwise defined  in this announcement  have the  same 
meaning as assigned to them in  the Tender Offer Memorandum. The Tender  Offer 
Memorandum is available from the Dealer Managers and the Tender Agents.

THE OFFERS

Subject to  the relevant  Minimum Denomination,  BOS will  pay the  applicable 
purchase price in respect of the Notes  detailed in the table below (the  "BOS 
Floating Rate Notes") accepted for purchase by it as determined pursuant to  a 
modified Dutch auction procedure (the "Modified Dutch Auction") in the  manner 
described in the Tender Offer Memorandum (the "Purchase Price"), together with
an Accrued Interest Payment on such BOS Floating Rate Notes.



                               Principal Amount Minimum Purchase Purchase
Title of Security ISIN Number  Outstanding      Price            Price
€1,250,000,000    XS0272266049 €1,250,000,000   €1.001.10 per        To be
Floating Rate                                   €1,000 in         determined
Notes due October                               principal amount  pursuant to
2013                                            of BOS Floating  the Modified
                                                Rate Notes       Dutch Auction



Subject to  the relevant  Minimum Denomination,  BOS will  pay the  applicable 
Purchase Price in respect of the Notes  detailed in the table below (the  "BOS 
Fixed Rate Notes"  and, together with  the BOS Floating  Rate Notes, the  "BOS 
Notes") accepted for  purchase by it  as determined pursuant  to the  Modified 
Dutch Auction in the manner described in the Tender Offer Memorandum, together
with an Accrued Interest Payment on such BOS Fixed Rate Notes.



                               Principal                    Maximum
                               Amount         Reference     Offer   Purchase
Title of Security ISIN Number  Outstanding    Benchmark     Spread  Price
€1,500,000,000    XS0365381473 €1,500,000,000 Applicable    + 0     To be
5.625 per cent.                               Interpolated  basis   determined
Fixed Rate Notes                              Mid-Swap Rate points  pursuant
due 23 May 2013                                                     to the
CHF250,000,000    CH0025368751 CHF250,000,000 Applicable    + 57    Modified
3.00 per cent.                                Interpolated  basis   Dutch
Notes due May                                 Mid-Swap Rate points  Auction
2016



Subject to the  relevant Minimum  Denomination, LTSB will  pay the  applicable 
Purchase Price in respect of the Notes detailed in the table below (the  "LTSB 
CAD  Notes"  and,  together  with  the  BOS  Floating  Rate  Notes,  the  "Non 
Spread-based Notes") accepted for purchase by it as determined pursuant to the
Modified Dutch Auction in the manner described in the Tender Offer Memorandum,
together with an Accrued Interest Payment on such LTSB CAD Notes.



                             Principal      Minimum      Maximum
Title of                     Amount         Purchase     Purchase  Purchase
Security        ISIN Number  Outstanding    Price        Price     Price
CAD350,000,000  CA539473AF59 CAD350,000,000 CAD1,036 per CAD1,040
4.57 per cent.                              CAD1,000 in  per
Notes due                                   principal    CAD1,000
October 2015                                amount of    in
                                            CAD 2015     principal To be
                                            Notes        amount of determined
                                                         CAD 2015  pursuant to
                                                         Notes     the
CAD500,000,000  CA539473AN83 CAD500,000,000 CAD1,062 per CAD1,067  Modified
5.28 per cent.                              CAD1,000 in  per       Dutch
Notes due April                             principal    CAD1,000  Auction
2016                                        amount of    in
                                            CAD 2016     principal
                                            Notes        amount of
                                                         CAD 2016
                                                         Notes



Subject to the  relevant Minimum  Denomination, LTSB will  pay the  applicable 
Purchase Price in respect of the Notes detailed in the table below (the  "LTSB 
Non-CAD Notes" and, together with the BOS Fixed Rate Notes, the  "Spread-based 
Notes" and, together with the LTSB  CAD Notes, the "LTSB Notes") accepted  for 
purchase by it  as determined pursuant  to the Modified  Dutch Auction in  the 
manner described  in the  Tender Offer  Memorandum, together  with an  Accrued 
Interest Payment on such LTSB Non-CAD Notes.



                               Principal      Reference     Maximum
                               Amount         Benchmark     Offer   Purchase
Title of Security ISIN Number  Outstanding                  Spread  Price
CHF500,000,000    CH0126325502 CHF500,000,000 Applicable    + 20
2.50 per cent.                                Interpolated  basis
Notes due April                               Mid-Swap Rate points
2014
€982,549,000 6.25 XS0422704238 €675,856,000   Applicable    +10
per cent. Notes                               Interpolated  basis
due April 2014                                Mid-Swap Rate points
£492,113,000      XS0422703347 £492,113,000   5 per cent.   + 130
6.375 per cent.                               UK Treasury   basis
Notes due April                               Gilt due      points
2014                                          September
                                              2014
€1,500,000,000    XS0604400001 €996,797,000   Applicable    +31
4.50 per cent.                                Interpolated  basis
Notes due                                     Mid-Swap Rate points
September 2014
CHF800,000,000    CH0116767457 CHF800,000,000 Applicable    + 50
2.50 per cent.                                Interpolated  basis
Notes due March                               Mid-Swap Rate points
2015
€600,000,000      XS0550541691 €590,000,000   Applicable    + 67
3.375 per cent.                               Interpolated  basis
Notes due April                               Mid-Swap Rate points
2015                                                                To be
€1,250,000,000    XS0539845171 €1,003,578,000 Applicable    +72     determined
3.75 per cent.                                Interpolated  basis   pursuant
Notes due                                     Mid-Swap Rate points  to the
September 2015                                                      Modified
€2,000,000,000    XS0435070288 €1,704,071,000 Applicable    + 78    Dutch
6.375 per cent.                               Interpolated  basis   Auction
Notes due June                                Mid-Swap Rate points
2016
€1,500,000,000    XS0740795041 €1,500,000,000 Applicable    + 85
4.625 per cent.                               Interpolated  basis
Notes due                                     Mid-Swap Rate points
February 2017
£400,000,000 6.75 XS0395139354 £225,850,000   5 per cent.   + 220
per cent. Notes                               UK Treasury   basis
due October 2018                              Gilt due      points
                                              March 2018
€1,500,000,000    XS0449361350 €1,230,741,000 Applicable    + 114
5.375 per cent.                               Interpolated  basis
Notes due                                     Mid-Swap Rate points
September 2019
£708,885,000 7.50 XS0422704071 £703,885,000   5 per cent.   + 230
per cent. Notes                               UK Treasury   basis
due April 2024                                Gilt due      points
                                              March 2025
£1,000,000,000    XS0543369184 £988,000,000   4.75 per      + 225
6.50 per cent.                                cent. UK      basis
Notes due                                     Treasury Gilt points
September 2040                                due December
                                              2038



Rationale for the Offers

Lloyds Banking Group plc and  its subsidiary and associated undertakings  (the 
"Group") has a strong liquidity position that significantly exceeds its  short 
term funding and is considerably in excess of current regulatory requirements.
By tendering  for certain  Canadian dollar,  euro, pounds  sterling and  Swiss 
franc securities the  Group intends  to manage its  overall wholesale  funding 
level and better optimise  its future interest  expense, whilst maintaining  a 
prudent approach to liquidity.

The  Offerors  have  today  also  invited  holders  of  certain  U.S.   dollar 
denominated debt securities to tender those securities for purchase (the "U.S.
Tender"). In addition, LTSB, Australia  Branch and BOS, Australia Branch  have 
today invited holders of certain Australian dollar denominated debt securities
to tender  those securities  for purchase  (the "Australian  Tender").  Offers 
being made pursuant to the Tender Offer  Memorandum do not relate to the  U.S. 
Tender or the Australian Tender.

Maximum Offer Amount

The maximum aggregate principal amount of  Notes to be accepted in the  Offers 
across all Series  of Notes combined,  converted into pounds  sterling in  the 
case of (i) LTSB CAD Notes at the CAD FX Rate; (ii) Euro Notes at the Euro  FX 
Rate; and (iii)  CHF Notes  at the  CHF FX  Rate, is  £2,000,000,000 (or  such 
greater or  lesser amount  as the  Offerors may  determine in  their sole  and 
absolute discretion) (the "Maximum Offer Amount").

The relevant Offeror may  set the Series Acceptance  Amount in respect of  any 
Series at any level (including zero) in its sole and absolute discretion.

Accrued Interest Payment

An amount  equal  to  accrued  and  unpaid  interest  will  also  be  paid  as 
consideration in  respect  of all  Notes  validly tendered  and  accepted  for 
purchase by the relevant Offeror pursuant  to the Offers from, and  including, 
the immediately preceding  interest payment  date for the  relevant Series  of 
Notes to, but excluding, the Settlement Date.

Offer Period and Results

The Offers  commenced today,  18 September  2012, and  will end  at 4:00  p.m. 
(London time)  on  25  September  2012  (the  "Expiration  Deadline"),  unless 
extended, re-opened, amended  or terminated  as provided in  the Tender  Offer 
Memorandum.

The relevant deadline set by any  intermediary or each Clearing System may  be 
earlier than this deadline.

The relevant Offeror will announce on the Price Determination Date whether  it 
accepts for purchase Notes  validly tendered in the  Offers and the  aggregate 
principal amount  (if  any)  of  Notes of  a  Series  accepted  for  purchase. 
Settlement of  the  relevant Purchase  Price  and, where  applicable,  Accrued 
Interest Payment is expected to take place on 28 September 2012.

In order to be eligible to  receive the relevant Purchase Price, Holders  must 
validly tender  their Notes  by  the Expiration  Deadline, by  delivering,  or 
arranging  to  have  delivered  on  their  behalf,  a  valid  Competitive   or 
Non-competitive Tender Instruction  that is  received by  the relevant  Tender 
Agent by the  Expiration Deadline.  Tender Instructions must  be submitted  in 
respect of a minimum principal  amount of Notes of  no less than the  relevant 
Minimum Denomination.

Announcements will be made via  RNS and (i) in respect  of CHF Notes, the  SIX 
Swiss Exchange or  (ii) in respect  of the  LTSB CAD Notes  through CDS.  Such 
announcements may also be made  on the relevant Reuters International  Insider 
Screen, by the issue of a notice  to a Notifying News Service and by  delivery 
of notices to the Clearing  Systems for communication to Direct  Participants. 
Copies of all announcements, notices and  press releases can also be  obtained 
from the relevant  Tender Agent,  the contact details  for which  are set  out 
below.

INDICATIVE TIMETABLE

The following table sets out  the expected dates and  times of the key  events 
relating to the  Offers. This  is an indicative  timetable and  is subject  to 
change.



Date and Time               Action
18 September 2012           Commencement of the Offers

                            Offers  announced  through   RNS,  the   relevant 
                            Reuters   International   Insider   Screen,   the 
                            Clearing Systems, (in respect  of the CHF  Notes) 
                            the SIX Swiss Exchange,  (in respect of the  LTSB 
                            CAD Notes) through  CDS and by  publication on  a 
                            Notifying News Service.

                            Tender Offer Memorandum  made available from  the 
                            Dealer Managers and the Tender Agents.
4.00 p.m. (London time) on  Expiration Deadline
25 September 2012
                            Deadline for receipt by the Tender Agents of  all 
                            Tender Instructions in  order for  Holders to  be 
                            able to  participate  in  the Offers  and  to  be 
                            eligible to receive  the relevant Purchase  Price 
                            and Accrued  Interest Payment  on the  Settlement 
                            Date.
As soon as practicable,     Announcement of  Clearing Spreads  in respect  of 
prior to the Price          Spread-based Notes, Purchase Prices in respect of
Determination Time          Non Spread-based Notes and Tender Results

                            Announcement by the Offerors of:

                            (i)  in  respect   of  Spread-based  Notes,   the 
                            relevant Clearing Spreads;

                            (ii) in respect  of Non  Spread-based Notes,  the 
                            relevant Purchase Prices; and

                            (iii) results of the  Offer (except that  pricing 
                            specifics  will   be  set   out  in   a   pricing 
                            announcement as  soon as  reasonably  practicable 
                            after the Price Determination Time).
At or around 2.00 p.m.      Price Determination Time
(London time) on 26
September 2012 (the "Price  Determination of the relevant Reference Yields,
Determination Date")        Repurchase Yields, Series Acceptance Amounts,
                            Clearing Spreads (in respect of Spread-based
                            Notes) and Purchase Prices.
As soon as practicable      Announcement by the Offerors of whether they will
after the Price             accept Offers in respect  of a particular  Series 
Determination Time          of  Notes,  and,  if  so  (as  applicable):   the 
                            Reference  Yield;  the   Repurchase  Yield;   the 
                            Purchase Price;  Accrued  Interest, if  any;  the 
                            pro-ration factor, if any; the Series  Acceptance 
                            Amount (which  may  be  zero in  respect  of  any 
                            Series);   and   confirming    in   respect    of 
                            Spread-based Notes, the relevant Clearing Spreads
                            and in  respect of  Non Spread-based  Notes,  the 
                            relevant Purchase Prices.
28 September 2012           Settlement Date

                            Expected  Settlement  Date   for  Notes   validly 
                            tendered and accepted by the Offerors. Payment of
                            the  relevant  Purchase  Price  and  any  Accrued 
                            Interest Payment in respect of any such Notes.



Holders are  advised  to check  with  any  bank, securities  broker  or  other 
intermediary through  which  they  hold Notes  when  such  intermediary  would 
require to  receive  instructions  to  participate  in,  or  (in  the  limited 
circumstances in which  revocation is permitted)  revoke their instruction  to 
participate in, the Offers before the deadlines set out above.

Holders are advised  to read carefully  the Tender Offer  Memorandum for  full 
details of,  and  information on,  the  procedures for  participating  in  the 
Offers.

FURTHER INFORMATION

Lucid Issuer  Services Limited  has been  appointed by  the Offerors  as  lead 
tender agent  (the "LeadTender  Agent")  in connection  with the  Offers  and 
Citibank, N.A., London Branch as  Canadian tender agent (the "Canadian  Tender 
Agent" and,  together with  the Lead  Tender Agent,  the "Tender  Agents")  in 
connection with the Offers in respect of the LTSB CAD Notes.

Deutsche Bank AG, London Branch, Lloyds TSB Bank plc and UBS Limitedhave been
appointed by the Offerors as Dealer  Managers (the "Dealer Managers") for  the 
purposes of the Offers.



For further information please contact:



For analysts:



Frederik Verpoest
Director of Investor Relations
Lloyds Banking Group
frederik.verpoest@ltsb-finance.co.uk
+44 207 356 2385



For press:



Nicole Sharp

Media Relations

Nicole.sharp@lloydsbanking.com

+44 207 356 2120

Requests for information in relation to the Offers should be directed to:



                               DEALER MANAGERS



 Deutsche Bank AG, London            Lloyds TSB Bank plc                     UBS Limited
          Branch                         Lloyds Bank                      1 Finsbury Avenue
     Winchester House                 10 Gresham Street                    London EC2M 2PP
 1 Great Winchester Street             London EC2V 7AE                     United Kingdom
      London EC2N 2DB                   United Kingdom
      United Kingdom                                                          In Europe
                                          In Europe                     Tel: +44 207 567 0525
         In Europe                  Tel: +44 20 7158 3981          Attention: Liability Management
   Tel: +44 20 7545 8011    Attention: Liability Management Group               Group
   Attention: Liability                     email:                             email:
     Management Group       liability.management@lloydsbanking.com OL-liability-management@ubs.com
          email:
liability.management@db.com                   

             

         In Canada
   Tel: + 1 416 682 8740
 Attention: Scott Lampard
email: scott.lampard@db.com

Requests for information in relation to the procedures for tendering Notes in,
and for any  documents or materials  relating to, the  Tender Offer should  be 
directed to:

                            LEAD TENDER AGENT

                                    
                      Lucid Issuer Services Limited
                               Leroy House
                              436 Essex Road
                              London N1 3QP
                              United Kingdom
                          Tel: +44 20 7704 0880
Attention: Sunjeeve Patel / David Shilson / Thomas Choquet / Paul Kamminga
                         Email: lbg@lucid-is.com

                                    
                          CANADIAN TENDER AGENT

                                    
                      Citibank, N.A., London Branch
                               13^th Floor
                              Canada Square
                             Citigroup Centre
                              London E14 5LB
                        Tel: (UK) +44 207 508 3867
                        Tel: (CAN) +1 905 212 8906
                          Fax: +44 203 320 2405
                Attention: Exchange Team - Agency + Trust
                      email: exchange.gats@citi.com



DISCLAIMER

This  announcement  must  be  read  in  conjunction  with  the  Tender   Offer 
Memorandum.  This  announcement  and  the  Tender  Offer  Memorandum   contain 
important information which must be read carefully before any decision is made
with respect to the Offers. If any Holder is in any doubt as to the action  it 
should take, it  is recommended  to seek its  own legal,  tax, accounting  and 
financial advice, including as to any tax consequences, from its  stockbroker, 
bank manager, solicitor,  accountant or other  independent financial  adviser. 
Any individual or  company whose Notes  are held  on its behalf  by a  broker, 
dealer, bank,  custodian, trust  company or  other nominee  must contact  such 
entity if it wishes to  participate in the Offers.  None of the Offerors,  the 
Dealer Managers,  the Tender  Agents and  any  person who  controls, or  is  a 
director, officer, employee or agent of such persons, or any affiliate of such
persons, makes any recommendation as to whether Holders should participate  in 
the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS



This announcement and the Tender Offer Memorandum does not constitute an offer
or an invitation to participate in the  Offers in the United States or in  any 
other jurisdiction in which, or to any person to or from whom, it is  unlawful 
to make such offer or invitation or  for there to be such participation  under 
applicable laws. The distribution  of this announcement  and the Tender  Offer 
Memorandum in certain  jurisdictions may  be restricted by  law. Persons  into 
whose possession this  announcement and/or the  Tender Offer Memorandum  comes 
are required  by each  of the  Offerors, the  Dealer Managers  and the  Tender 
Agents to inform themselves about and to observe any such restrictions.

United States

The Offers are not being made and will not be made, directly or indirectly, in
or into, or  by use of  the mails of,  or by any  means or instrumentality  of 
interstate or  foreign  commerce  of,  or of  any  facilities  of  a  national 
securities exchange of, the United States.  This includes, but is not  limited 
to,  facsimile  transmission,  electronic  mail,  telex,  telephone  and   the 
internet. The Notes may not be tendered  in any Offer by any such use,  means, 
instrumentality or facility  from or within  the United States  or by  persons 
located or resident  in the United  States or  by U.S. Persons  as defined  in 
Regulation S of the United States Securities  Act of 1933, as amended (each  a 
"U.S. Person"). Accordingly,  copies of  this announcement,  the Tender  Offer 
Memorandum and any other documents or materials relating to the Offers are not
being,  and  must  not  be,  directly  or  indirectly,  mailed  or   otherwise 
transmitted, distributed  or  forwarded  (including,  without  limitation,  by 
custodians, nominees  or trustees)  in or  into the  United States  or to  any 
persons located  or resident  in the  United States  or to  U.S. Persons.  Any 
purported tender of Notes in an Offer resulting directly or indirectly from  a 
violation of these restrictions  will be invalid and  any purported tender  of 
Notes made  by a  person located  or resident  in the  United States  or by  a 
U.S.Person, or  any  agent,  fiduciary  or other  intermediary  acting  on  a 
non-discretionary basis for  a principal giving  instructions from within  the 
United States or for a U.S. Person will be invalid and will not be accepted.

Each Holder participating in  an Offer will  represent that it  is not a  U.S. 
Person and it  is not  located or  resident in the  United States  and is  not 
participating in  such Offer  from the  United States  or it  is acting  on  a 
non-discretionary basis for a principal located outside the United States that
is not giving an order to participate in such Offer from the United States and
is not  a U.S.  Person. For  the purposes  of this  and the  above  paragraph, 
"United States"  means  the United  States  of America,  its  territories  and 
possessions, any state  of the United  States of America  and the District  of 
Columbia.

United Kingdom

The communication of this  announcement, the Tender  Offer Memorandum and  any 
other documents or  materials relating to  the Offers is  not being made,  and 
such documents  and/or materials  have  not been  approved, by  an  authorised 
person for the purposes  of section 21 of  the Financial Services and  Markets 
Act 2000 (the "FSMA").  Accordingly, such documents  and/or materials are  not 
being distributed to, and must not be passed on to, the general public in  the 
United Kingdom. The communication of such documents and/or materials is exempt
from the restriction on financial promotions  under section 21 of the FSMA  on 
the basis that it  is only directed  at and may be  communicated to (1)  those 
persons who are existing members or creditors of the relevant Offeror or other
persons within  Article 43  of the  Financial Services  and Markets  Act  2000 
(Financial Promotion) Order 2005, and (2)  to any other persons to whom  these 
documents and/or materials may lawfully be communicated.

Belgium

Neither this announcement, the Tender Offer Memorandum nor any other documents
or materials  relating  to  the Offers  have  been  submitted to  or  will  be 
submitted for approval or  recognition to the  Financial Services and  Markets 
Authority ("Autorité des services et marches financiers/Autoriteit  financiële 
diensten en markten") and, accordingly, the Offers may not be made in  Belgium 
by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law
of 1 April 2007 on  public takeover bids as amended  or replaced from time  to 
time. Accordingly, the Offers may not be advertised and the Offers will not be
extended, and neither this announcement,  the Tender Offer Memorandum nor  any 
other documents or materials relating to the Offers (including any memorandum,
information circular, brochure or any similar documents) has been or shall  be 
distributed or  made  available, directly  or  indirectly, to  any  person  in 
Belgium other than  "qualified investors" in  the sense of  Article 10 of  the 
Belgian Law of 16 June 2006 on  the public offer of placement instruments  and 
the admission to trading of placement instruments on regulated markets, acting
on their own account. The Tender Offer Memorandum has been issued only for the
personal use of the above qualified investors and exclusively for the  purpose 
of the  Offers. Accordingly,  the information  contained in  the Tender  Offer 
Memorandum may not be  used for any  other purpose or  disclosed to any  other 
person in Belgium.

France

The Offers  are not  being made,  directly  or indirectly,  to the  public  in 
France. Neither this announcement, the  Tender Offer Memorandum nor any  other 
documents or offering materials relating to  the Offers have been or shall  be 
distributed to  the public  in  France and  only (i)providers  of  investment 
services relating to  portfolio management  for the account  of third  parties 
(personnes fournissant le service d'investissement de gestion de  portefeuille 
pour  compte  de   tiers)  and/or   (ii)qualified  investors   (investisseurs 
qualifiés), all  as  defined in,  and  in accordance  with,  ArticlesL.411-1, 
L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier,  are 
eligible to participate  in the Offers.  The Tender Offer  Memorandum has  not 
been submitted to the clearance procedures (visa) of the Autorité des  marchés 
financiers.

Italy

None of the  Offers, this announcement,  the Tender Offer  Memorandum nor  any 
other document or materials relating to the Offers have been submitted to  the 
clearance procedures of the  Commissione Nazionale per le  Società e la  Borsa 
("CONSOB") pursuant  to Italian  laws  and regulations.  Each Offer  is  being 
carried out  in  Italy as  an  exempted  offer pursuant  to  article  101-bis, 
paragraph 3-bis  of the  Legislative Decree  No. 58  of 24  February 1998,  as 
amended (the "Financial  Services Act")  and article 35-bis,  paragraph 4,  of 
CONSOB Regulation  No.  11971  of  14 May  1999,  as  amended  (the  "Issuers' 
Regulation"). The Offers are also being carried out in compliance with article
35-bis, paragraph 7 of the  Issuers' Regulation. Holders or beneficial  owners 
of Notes that are located in Italy can tender Notes for purchase in the Offers
through authorised  persons  (such as  investment  firms, banks  or  financial 
intermediaries permitted to  conduct such  activities in  Italy in  accordance 
with the Financial  Services Act, CONSOB  Regulation No. 16190  of 29  October 
2007, as  amended from  time to  time, and  Legislative Decree  No. 385  of  1 
September 1993,  as  amended)  and  in compliance  with  applicable  laws  and 
regulations or  with  requirements imposed  by  CONSOB or  any  other  Italian 
authority.  Each  intermediary  must  comply  with  the  applicable  laws  and 
regulations concerning information duties vis-à-vis its clients in  connection 
with the Notes or the Offers.

Canada

Neither this announcement, nor the Tender Offer Memorandum, are, and under  no 
circumstances are they to be construed as, a prospectus, an advertisement or a
public offering in Canada  of the Notes  referred to herein  or in the  Tender 
Offer Memorandum. No prospectus has been filed with any securities  commission 
or similar regulatory authority in Canada in connection with the Offers or the
Notes described  herein  or in  the  Tender Offer  Memorandum.  No  securities 
commission or similar regulatory  authority in Canada has  reviewed or in  any 
way passed upon the Tender Offer Memorandum or expressed an opinion about  the 
Notes  described  herein   or  in   the  Tender  Offer   Memorandum  and   any 
representation to the contrary is an offence.

Jersey

The Offers do  not constitute a  prospectus nor offers  or invitations to  the 
public for the purposes of the Companies (Jersey) Law 1991, as amended, or the
Control of Borrowing  (Jersey) Order  1958 and  no consent,  licence or  other 
authority has been sought under these laws or any other securities laws in the
Island  of  Jersey.  Accordingly,  neither  this  announcement,  Tender  Offer 
Memorandum nor any other documents relating to the Offers may be circulated in
Jersey.

Australia

No prospectus or other disclosure document (as defined in the Corporations Act
of Australia 2001 (Cth)  (the "Corporations Act")) in  relation to the  Offers 
has been or  will be  lodged with  the Australian  Securities and  Investments 
Commission ("ASIC") and this document does not comply with Division 5A of Part
7.9 of the Corporations Act.

In addition:

(a) no offers or applications will be  made or invited for the purchase  of 
any Notes in Australia (including an offer or invitation which is received  by 
a person in Australia); and

(b)  the  Tender  Offer  Memorandum  or  any  other  offering  material  or 
advertisement relating to any  Notes will not be  distributed or published  in 
Australia,

unless (i) the aggregate consideration payable  by the relevant Offeror is  at 
least AUD500,000  (or its  equivalent in  other currencies,  but  disregarding 
moneys lent  by the  offeror or  its associates)  or the  offer or  invitation 
otherwise does not require  disclosure to investors  in accordance with  Parts 
6D.2 or  7.9 of  the Corporations  Act;  (ii) such  action complies  with  all 
applicable laws  and  regulations; (iii)  such  action does  not  require  any 
document to be lodged with ASIC; and  (iv) the offer or invitation is made  in 
circumstances specified in Corporations Regulation 7.9.97.

The People's Republic of China

The Offers  are  not being  made  directly  or indirectly  into  the  People's 
Republic of China except as permitted  by the securities laws of the  People's 
Republic of China.

Taiwan

The Offers are  not being made  directly or indirectly  into Taiwan except  as 
permitted by the securities laws of Taiwan.

General

The Dealer Managers  and the  Tender Agents (and  their respective  directors, 
employees or affiliates) make no representations or recommendations whatsoever
regarding this announcement, the  Tender Offer Memorandum  or the Offers.  The 
Lead Tender Agent is the agent of  the Offerors and the Canadian Tender  Agent 
is the  agent of  LTSB  and each  owes no  duty  to any  Holder. None  of  the 
Offerors, the Dealer Managers or the Tender Agents (or any of their respective
directors, employees or affiliates) makes any recommendation as to whether  or 
not Holders should participate in the Offers.

The Offers do not constitute an offer  to buy or the solicitation of an  offer 
to sell Notes  in any  circumstances in which  such offer  or solicitation  is 
unlawful. In those jurisdictions  where the securities  or other laws  require 
the Offers to be made by a  licensed broker or dealer and the Dealer  Managers 
or, where the context so requires, any of their respective affiliates is  such 
a licensed broker or dealer in  that jurisdiction, the Offers shall be  deemed 
to be  made on  behalf  of the  relevant Offeror  by  such Dealer  Manager  or 
affiliate (as the case may be) in such jurisdiction.

Each Holder  participating  in  an  Offer  will  be  deemed  to  give  certain 
representations  in  respect  of  the  jurisdictions  referred  to  above  and 
generally as set out  in "Procedures for Participating  in the Offers" in  the 
Tender Offer Memorandum. Any tender of Notes for purchase pursuant to an Offer
from a Holder that  is unable to make  these representations may be  rejected. 
Each of the Offerors, the Dealer  Managers and the Tender Agents reserves  the 
right, in their absolute discretion, to investigate, in relation to any tender
of Notes for purchase  pursuant to an Offer,  whether any such  representation 
given by a Holder is correct and, if such investigation is undertaken and as a
result  the  relevant   Offeror  determines   (for  any   reason)  that   such 
representation is not correct, such tender may be rejected.



                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


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