Loss Forecast
Save as otherwise stated herein at paragraph 12 of Part V (‘‘Letter from Sir Winfried Bischoff, Chairman of Lloyds Banking Group plc’’), Part VIII (‘‘Information on the Group’’) and Part XVIII (‘‘Section A: Loss Forecast for the Year Ending 31 December 2009’’) of this Exchange Offer Memorandum, no statement in this document or incorporated by reference into this document is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Lloyds Banking Group, unless otherwise stated.
Rounding
Certain figures included in this document and in the information incorporated by reference into this document have been subject to rounding adjustments. Accordingly, discrepancies in tables between the totals and the sums of the relevant amounts are due to such rounding.
Percentages have been calculated and disclosed to the extent they provide meaningful information for the convenience of the reader.
Websites
Neither the content of the Group’s website, including HBOS’s website, nor any other website nor the content of any website accessible from hyperlinks on the Group’s website, including HBOS’s website, nor any other website is incorporated into, or forms part of, this document.
Time
All references in this document to times are to London time unless otherwise stated. Definitions and Interpretation
Unless otherwise stated, capitalised terms used in this document have the meanings ascribed to them in Part XXIV (‘‘Definitions’’) of this document.
Unless otherwise specified or the context otherwise requires, references to ‘‘£’’, ‘‘pounds’’, ‘‘sterling’’ and ‘‘pence’’ are to pounds sterling, references to ‘‘c’’ or ‘‘euro’’ refer to the lawful currency of the member states of the European Union that have adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union and the Treaty of Amsterdam, references to ‘‘A$’’ are to Australian dollars, references to ‘‘S$’’ are to Singapore dollars, references to ‘‘U.S.$’’, ‘‘Dollar’’ or ‘‘dollar’’ are to United States dollars and references to ‘‘¥’’ and ‘‘yen’’ are to Japanese Yen.
Forward-Looking Statements
This document and the information incorporated by reference into this document include certain forward-looking statements with respect to the business, strategy and plans of Lloyds TSB Bank, Lloyds Banking Group or the Group and its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about the Group’s or its 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 profit attributable to shareholders, provisions, economic profit, dividends, capital structure or any other financial items or ratios; statements of plans, objectives or goals of the Group or its management; statements about the future trends in interest rates, foreign exchange rates, stock market levels and demographic trends and any impact on the Group; statements concerning any future UK or other economic environment or performance including in particular any
such statements included in this document or its annual report; statements about strategic goals, competition, regulation, disposals and consolidation or technological developments in the financial services industry; and statements of assumptions underlying such statements.
Factors that could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements made by the Group or on the Group’s behalf include, but are not limited to, general economic conditions in the UK and internationally; inflation, deflation, interest rates, policies of the Bank of England and other G-8 central banks, exchange rate, market and monetary fluctuations; changing demographic developments including mortality and changing customer behaviour including consumer spending, saving and borrowing habits, borrower credit quality, technological changes, natural and other disasters, adverse weather and similar contingencies outside the Group’s control; inadequate or failed internal or external processes, people and systems; terrorist acts, other acts of war, geopolitical, pandemic or other such events; changes in laws, regulations, taxation, government policies or accounting standards or practices, exposure to regulatory scrutiny, legal proceedings or complaints, changes in competition and pricing environments; the inability to hedge certain risks economically; the adequacy of loss reserves; the ability to secure new customers and develop more business from existing customers; the ability to achieve value-creating mergers and/or acquisitions at the appropriate time and prices and the success of the Group in managing the risks of the foregoing, the ability to derive cost savings and other benefits as well as to mitigate exposures from the acquisition and integration of HBOS.
The Group may also make or disclose written and/or oral forward-looking statements in reports filed with or furnished to the SEC, the Company’s annual reviews, half-yearly announcements, proxy statements, offering circulars, prospectuses, press releases and other written materials and in oral statements made by the directors, officers or employees of the Group to third parties, including financial analysts.
Except as required by the FSA, the London Stock Exchange, the Listing Rules, the Prospectus Rules, the Disclosure and Transparency Rules or any other applicable law or regulation, the forward-looking statements in this document are made as of the date hereof, and the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document or incorporated by reference into this document to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by the ECN Issuers, Lloyds TSB Bank or Lloyds Banking Group. Neither the delivery of this document nor any offer to exchange made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Lloyds TSB Bank, Lloyds Banking Group or the Group since the date of this document or that the information in this document is correct as at any time subsequent to its date.
In making an investment decision, each investor must rely on their own examination, analysis and enquiry of the Group and the terms of the Exchange Offer, including Part II (‘‘Risk Factors’’) and Part VI (‘‘The Exchange Offer – Offer Restrictions’’) of this document.
The Dealer Managers are entitled to hold positions in the Existing Securities and the New Securities. The Dealer Managers are entitled to continue to own or dispose of, in any manner they may elect, any Existing Securities they may beneficially own as at the date of this Exchange Offer Memorandum or, from such date, to acquire further Existing Securities, subject to applicable law. The Dealer Managers have no obligation to the ECN Issuers or Lloyds Banking Group to Offer to Exchange or refrain from Offering to Exchange Existing Securities beneficially owned by them in connection with the Exchange Offer.