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As
filed with the Securities and Exchange Commission on June 15,
2007
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Registration
No. 333-
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________________
FORM
F-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
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Lloyds
TSB Group plc
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(Exact
Name of Registrant as Specified in Its Charter)
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Scotland
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(State
or Other Jurisdiction of Incorporation or
Organization)
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Not
Applicable
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(I.R.S.
Employer Identification No.)
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25
Gresham Street
London EC2V
7HN
011-44-20-7626-1500
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(Address
and Telephone Number of Registrant’s Principal Executive
Offices)
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Kevin
P. McKendry
Chief
US Counsel
Lloyds
TSB Bank plc
1251
Avenue of the Americas
New
York, New York 10020
212-930-8920
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(Name,
Address and Telephone Number of Agent for
Service)
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Please
send copies of all communications to:
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Keith
L. Kearney
DAVIS
POLK & WARDWELL
450
Lexington Avenue
New
York, New York 10017
Tel.
No.: 212-450-4000
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Approximate
date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration
Statement.
If
the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. o
If
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. x
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If
this
Form is a registration statement pursuant to General Instruction I.C. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. x
If
this
Form is a post-effective amendment to a registration statement filed pursuant
to
General Instruction I.C. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
CALCULATION
OF REGISTRATION FEE
Title
of Each Class of Securities to
be
Registered
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Amount
to be registered/Proposed maximum offering
pre unit/Proposed maximum
offering price
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Amount
of registration fee
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Preference
Shares(3)
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(1)(2)
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$(0)(1)(2)
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(1)
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An
indeterminate aggregate principal amount or number of the securities
is
being registered to be issued from time to time at indeterminate
prices,
in one or more other currencies, currency units or composite
currencies.
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(2)
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An
unspecified aggregate initial offering price or number of the securities
is being registered as may from time to time be offered at unspecified
prices. Separate consideration may or may not be received for
securities that are issuable on exercise, conversion or exchange
of other
securities or that are issued in units or represented by depositary
shares. In accordance with Rules 456(b) and 457(r) under the
Securities Act, the Registrants are deferring payment of all the
registration fees.
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(3)
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American
Depositary Shares evidenced by American Depositary Receipts issuable
upon
deposit of the Preference Shares registered hereby will be registered
under a separate Registration Statement on Form
F-6.
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PROSPECTUS
LLOYDS
TSB GROUP plc
By
this
prospectus we may offer —
PREFERENCE
SHARES
We
will
provide the specific terms of these
securities
in supplements to this prospectus.
You
should
read this prospectus and the
supplements
carefully
before
you
invest.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined that this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
This
prospectus may not be used to sell securities unless it is accompanied by a
prospectus supplement. The date of this prospectus is June 15,
2007.
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This
prospectus is part of a registration statement that we filed with the U.S.
Securities and Exchange Commission (“SEC”) using a “shelf” registration or
continuous offering process. Under this shelf process, we may sell the
securities described in this prospectus in one or more offerings.
This
prospectus provides you with a general description of the preference shares
and
American Depositary Shares we may offer, which we will refer to collectively
as
the “securities”. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may provide information regarding certain
tax consequences of the purchase, ownership and disposition of the offered
securities if such consequences are not otherwise described in this prospectus.
The prospectus supplement may also add to, update or change information
contained in this prospectus. If there is any inconsistency between the
information in this prospectus and any prospectus supplement, you should rely
on
the information in that prospectus supplement. We will file each prospectus
supplement with the SEC. You should read both this prospectus and the applicable
prospectus supplement, together with the additional information described under
the heading “Where You Can Find More Information”.
The
registration statement containing this prospectus, including exhibits to the
registration statement, provides additional information about us and the
securities offered under this prospectus. The registration statement can be
read
at the SEC’s offices or obtained from the SEC’s website mentioned under the
heading “Where You Can Find More Information”.
Certain
Terms
In
this
prospectus, the terms “we”, “us” and “our” refer to Lloyds TSB Group plc and the
terms “Group” or “Lloyds TSB Group” means Lloyds TSB Group plc and its
subsidiaries.
We
publish
our consolidated financial statements in pounds sterling (“£” or “sterling”). In
this prospectus and any prospectus supplement, references to “dollars” and “$”
are to United States dollars.
Unless
we
have disclosed a specific plan in the accompanying prospectus supplement, we
will use the net proceeds from the sale of the securities offered by this
prospectus in the general business of our Group. The Group has raised
capital in various markets from time to time and we expect to continue to raise
capital in appropriate markets as and when required.
Lloyds
TSB
Group is a leading U.K.-based financial services group, whose businesses provide
a wide range of banking and financial services in the U.K. and in a limited
number of locations overseas. At December 31, 2006 total Lloyds TSB
Group assets were £343,598 million and Lloyds TSB Group had approximately 63,000
employees. Lloyds TSB Group plc’s market capitalization at that date
was approximately £32,200 million. The profit before tax for the 12
months to December 31, 2006 was £4,248 million and the risk asset ratios as at
that date were 10.7 per cent for total capital and 8.2 per cent for tier 1
capital. Our registered office is Henry Duncan House, 120 George
Street, Edinburgh EH2 4LH, Scotland, and our principal place of business is
25
Gresham Street, London EC2V 7HN, England, telephone
011-44-20-7626-1500.
The
following is a summary of the general terms of the preference shares of any
series we may issue under this registration statement. Each time we issue
preference shares we will prepare a prospectus supplement, which you should
read
carefully. The prospectus supplement relating to a series of
preference shares will summarize the terms of the preference shares of the
particular series. Those terms will be set out in the resolutions establishing
the series that our board of directors (the "board of directors") or an
authorized committee thereof (the "committee") adopts, or in the determination
of such terms that an authorized executive director (the "authorized
director") makes, and may be different from those summarized below. If so,
the applicable prospectus supplement will state that, and the description of
the
preference shares of that series contained in the prospectus supplement will
apply.
This
summary does not purport to be complete and is subject to, and qualified in
its
entirety by reference to, our Articles of Association and the resolutions of
the
board of directors or the committee or the determination of the authorized
director (as the case may be). You should read our Articles of Association,
which we have filed with the SEC as an exhibit to the registration statement
of
which this prospectus is a part. You should also read the summary of the general
terms of the deposit agreement under which American Depositary Receipts
evidencing American Depositary Shares that may represent preference shares
may
be issued, under the heading “Description of American Depositary
Shares”.
General
Under
our
Articles of Association, the board of directors, a committee, or an
authorized director is empowered to provide for the issuance of U.S.
dollar-denominated preference shares, in one or more series.
The
resolutions providing for their issue, adopted by the board of directors or
the committee, or determination providing for their issue made by the
authorized director, will set forth the dividend rights, liquidation value
per share, redemption provisions, voting rights, other rights, preferences,
privileges, limitations and restrictions of the preference shares.
The
preference shares of any series will be U.S. dollar-denominated in terms of
nominal value, dividend rights and liquidation value per share. They will, when
issued, be fully paid and non-assessable and, as such, will not be subject
to a
call for any additional payment. For each preference share issued, an amount
equal to its nominal value will be credited to our issued share capital account
and an amount equal to the difference between its issue price and its nominal
value will be credited to our share premium account. Unless the applicable
prospectus supplement specifies otherwise, the preference shares will have
a
nominal value of $0.25 per share. The preference shares of a series deposited
under the deposit agreement referred to in the section “Description of American
Depositary Shares” will be represented by ADSs of a corresponding series,
evidenced by ADRs of the series. The preference shares of these series may
only
be withdrawn from deposit in registered form. See “Description of American
Depositary Shares”.
The
board
of directors, the committee or the authorized director may only
provide for the issuance of preference shares of any series if a resolution
of
our shareholders has authorized the allotment, or granted general authority
to the board of directors to allot shares.
The
preference shares of any series will have the dividend rights, rights upon
liquidation, redemption provisions and voting rights described below, unless
the applicable prospectus supplement provides otherwise. You should read
the prospectus supplement for the specific terms of any series,
including:
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the
number of shares offered, the number of shares offered in the form
of ADSs
and the number of preference shares represented by each
ADS;
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the
public offering price of the
series;
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the
liquidation value per share of that
series;
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the
dividend rate, or the method of calculating
it;
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the
place where we will pay dividends;
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the
dates on which dividends will be
payable;
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voting
rights of that series of preference shares, if
any;
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restrictions
applicable to the sale and delivery of the preference
shares;
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whether
and under what circumstances we will pay additional amounts on the
preference shares in the event of certain developments with respect
to
withholding tax or information reporting
laws;
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any
redemption, conversion or exchange
provisions;
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whether
the shares will be issued as units with shares of a related
series;
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any
listing on a securities exchange;
and
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any
other rights, preferences, privileges, limitations and restrictions
relating to the series.
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The
applicable prospectus supplement will also describe material U.S. and U.K.
tax
considerations that apply to any particular series of preference shares that
are
not otherwise described in this prospectus.
Title
to
preference shares of a series in registered form will pass by transfer and
registration on the register that the registrar shall keep at its office in
the
United Kingdom. For more information on the registration, see “Registrar and
Paying Agent”. The registrar will not charge for the registration of transfer,
but the person requesting it will be liable for any taxes, stamp duties or
other
governmental charges.
The
preference shares of any two or more related series will be issued as preference
share units, unless the applicable prospectus supplement specifies otherwise,
so
that holders of any preference share units will effectively have the same
rights, preferences and privileges, and will be subject to the same limitations
and restrictions. The following characteristics, however, may
differ:
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the
aggregate amount of dividends;
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the
aggregate amounts which may be payable upon
redemption;
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the
rights of holders to deposit the preference shares under the deposit
agreement; and
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the
voting rights of holders.
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You
should
read the applicable prospectus supplement for the characteristics relating
to
any preference shares issuable in two or more related series as a
unit.
Unless
the
applicable prospectus supplement specifies otherwise, the preference shares
of
each series will rank equally as to participation in our profits and assets
with
the preference shares of each other series.
Dividend
Rights
The
holders of the preference shares will be entitled to receive cash dividends
on
the dates and at the rates as described in the applicable prospectus supplement
out of our “distributable profits” when, as and if the dividends are declared
by the board of directors or the committee. The U.K.
Companies Act 1985 defines “distributable profits” as, in general terms,
and subject to adjustment, accumulated realized profits less accumulated
realized losses. Except as provided in this prospectus and in the
applicable prospectus supplement, holders of preference shares will have no
right to participate in our profits.
Dividends
on the preference shares of any series will be non-cumulative. The board of
directors or the committee may resolve, for any reason and in its absolute
discretion, not to declare or pay in full or in part any dividends on the
preference shares in respect of one or more dividend periods. If the board
of directors or
the
committee does not declare or pay a dividend or any part of a dividend when
due
on a dividend payment date in respect of the preference shares of a series,
then
the holders of preference shares of the applicable series will have no claim
in
respect to the non-payment. We will have no obligation to pay the dividend
accrued for that dividend period or to pay any interest on the dividend, whether
or not dividends on the preference shares of that series or any other series
or
class of our preference shares are declared for any subsequent dividend
period.
When
dividends are not paid in full upon the preference shares of a series and any
other of our preference shares ranking equally as to dividends, all dividends
declared upon the preference shares of that series and the other preference
shares will be declared pro rata so that dividends declared upon the preference
shares of each series are in proportion to dividends accrued on the preference
shares of the series.
Except
as
provided in the preceding sentence, unless full dividends on all outstanding
preference shares of a series have been paid for the most recently completed
dividend period, no dividends will be declared or paid or set apart for payment,
or other distribution made, upon our ordinary shares or other shares ranking,
as
to dividends or upon liquidation, below the preference shares of the series
for
a period specified in the applicable prospectus supplement. In addition, unless
full dividends on all outstanding preference shares of a series have been paid
as provided above, we will not redeem, cancel, reduce, repurchase or otherwise
acquire for consideration, or pay any money or make any money available for
a
sinking fund for the redemption of, any of our ordinary shares or other shares
ranking below the preference shares of the series as to dividends or upon
liquidation, except by conversion into or exchange for shares ranking below
the
preference shares of the series as to dividends and upon liquidation for a
period specified in the applicable prospectus supplement. For preference shares
of any series bearing dividends at a fixed rate, we will compute the amount
of
dividends payable on the preference shares of any series for each dividend
period based upon the liquidation value per share of the preference shares
of
the series by annualizing the applicable dividend rate and dividing by the
number of dividend periods in a year. However, we will compute the amount of
such dividends payable for any dividend period shorter than a full dividend
period on the basis of a 360-day year divided into twelve months of 30 days
each
and, in the case of an incomplete month, on the basis of the actual number
of
days elapsed.
We
will
pay the dividends declared on the preference shares of a series to the record
holders as they appear on the register on the record dates. A record date will
be not less than 30 nor more than 60 days before the relevant dividend payment
date or otherwise, as will be fixed by the board of directors or the
committee. Subject to applicable fiscal or other laws and regulations, each
payment will be made by dollar check drawn on a bank in London or in The City
of
New York and mailed to the record holder at the holder’s address as it appears
on the register for the preference shares. If any date on which
dividends are payable on the preference shares is not a “business day”, then we
will pay the dividend on the next business day, without any interest or other
payment in respect of the delay. A “business day” is any day on which
banks are open for business, and foreign exchange dealings may be conducted,
in
London and The City of New York.
Rights
Upon Liquidation
If
there
is a return of capital or distribution of assets whether or not on a winding
up
(but other than a redemption or purchase by us of any of our share capital
permitted by our Articles of Association and under applicable law), the holders
of the outstanding preference shares of a series will rank in the application
of
our assets available to shareholders: (1) equally in all respects with holders
of the most senior class of preference shares and any other class of our shares
in issue or which may be issued by us which are expressed to rank equally with
the preference shares of a series, and (2) in priority to the holders of any
other share capital of ours (including junior share capital).
Subject
to
such ranking, in such event holders of the preference shares of a series will
be
entitled to receive liquidating distributions as set forth below.
Liquidating
distributions will:
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come
from our surplus assets remaining after payment of our prior ranking
liabilities; and
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be
a
sum equal to the aggregate of (i) the liquidation value per preference
share of a series; (ii) the amount of any dividend which is due for
payment on the preference shares of a series on or after the date
of
commencement of the winding up or other return of capital but which
is
payable in respect of a period ending on or before such date; and
(iii)
the proportion of any dividend (whether or not declared or earned)
that
would otherwise be payable and is not otherwise paid in respect of
any
period that begins before, but ends after, the date of commencement
of the
winding-up or other return of capital and which is attributable to
the
part of the period that ends on such
date.
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In
respect
of any such dividend, the amount of dividend accruing in respect of any such
period will be calculated on the same basis as is applicable to calculation
of a
dividend accruing on the then-relevant basis.
If,
upon
any return of capital or distribution of assets, the amounts available for
payment are insufficient to cover the amounts payable in full on the preference
shares of a series and any parity securities, holders of the preference shares
of a series and holders of such parity securities will share pro rata in the
distribution of our surplus assets (if any) in proportion to the full amounts
to
which they are respectively entitled.
After
payment of the full amount of the liquidating distribution to which they are
entitled, the holders of the preference shares of a series will have no claim
on
any of our remaining assets and will not be entitled to any further
participation in the return of capital. If there is a sale of all or
substantially all of our assets, the distribution to our shareholders of all
or
substantially all of the consideration for the sale, unless the consideration,
apart from assumption of liabilities, or the net proceeds consists entirely
of
cash, will not be deemed a return of capital in respect of our liquidation,
dissolution or winding-up.
Redemption
Unless
the applicable prospectus supplement specifies otherwise, we may redeem the
preference shares of each series, at our option, in whole or in part, at any
time and from time to time on the dates, in accordance with the notice periods
and at the redemption prices and on all other terms and conditions as set forth
in the applicable prospectus supplement. Preference shares comprising preference
share units will be redeemed only as units.
If
fewer
than all of the outstanding preference shares of a series are to be redeemed,
they will be drawn in accordance with prevailing standard operating procedures
of the clearing system in which they are primarily settled. If the
preference shares are in definitive form, we will select by lot, in the presence
of our independent auditors, which particular preference shares will be
redeemed.
If
we
redeem preference shares of a series, we will mail a redemption notice to each
record holder of preference shares to be redeemed between 30 and 60 days (or
any
other period specified in the applicable prospectus supplement) before the
redemption date. Each redemption notice will specify:
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the
particular preference shares of the series to be
redeemed;
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the
redemption price, specifying the included amount of accrued and unpaid
dividends;
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that
any dividends will cease to accrue upon the redemption of the preference
shares; and
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the
place or places where holders may surrender documents of title and
obtain
payment of the redemption price.
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No
defect
in the redemption notice or in the giving of notice will affect the validity
of
the redemption proceedings.
If
we give
notice of redemption in respect of the preference shares of a series, then,
by
3:00 p.m., London time, on the redemption date, we will irrevocably deposit
with
the paying agent funds sufficient to pay the applicable redemption price,
including the amount of accrued and unpaid dividends for the then-current
dividend period to the date fixed for redemption. We will also give the paying
agent irrevocable instructions and authority to pay the redemption price to
the
holders of those preference shares called for redemption.
If
we give
notice of redemption, then, when we make the deposit with the paying agent,
all
rights of holders of the preference shares of the series called for redemption
will cease, except the holders’ right to receive the redemption price, but
without interest, and these preference shares will no longer be outstanding.
Subject to any applicable fiscal or other laws and regulations, payments in
respect of the redemption of preference shares of a series will be made by
dollar check drawn on a bank in London or in The City of New York against
presentation and surrender of the relevant share certificates at the office
of
the paying agent located in the United Kingdom.
If
any
date on which a redemption payment on the preference shares is to be made is
not
a business day, then payment of the redemption price payable on that date will
be made on the next business day, without any interest or other payment in
respect of the delay. If payment of the redemption price is improperly withheld
or refused, dividends on the preference shares will continue to accrue at the
then applicable rate, from the redemption date to the date of payment of the
redemption price.
Subject
to
applicable law, including U.S. securities laws, we may purchase outstanding
preference shares of any series by tender, in the open market or by private
agreement, in each case upon the terms and conditions that the board of
directors or the committee shall determine. Unless we tell you otherwise in
the
applicable prospectus supplement, any preference shares of any series that
we
purchase for our own account, other than in the ordinary course of a business
of
dealing in securities, will be treated as canceled and will no longer be issued
and outstanding.
Under
existing U.K. Financial Services Authority requirements, we may not redeem
or
purchase any preference shares unless we give prior notice of any such
redemption or purchase to the U.K. Financial Services Authority and, in certain
circumstances, it consents in advance. The U.K. Financial Services Authority
may
impose conditions on any redemption or repurchase.
The
holders of the preference shares may not redeem the preference shares of any
series, in whole or in part, at any time.
Substitution
Subject
to
our Articles of Association and applicable law, we may substitute the preference
shares in whole, but not in part, with qualifying non-innovative tier 1
securities, as defined and described in the applicable prospectus supplement,
on
any date specified in the applicable prospectus supplement, without any
requirement for consent or approval of the holders of the preference
shares.
Voting
Rights
The
holders of the preference shares of any series will not be entitled to receive
notice of, attend or vote at any general meeting of our shareholders except
as
provided below or in the applicable prospectus supplement.
If
any
resolution is proposed for adoption by our shareholders varying or abrogating
any of the rights attaching to the preference shares of a particular series
or
proposing that we be wound up, liquidated or dissolved, the holders of the
outstanding preference shares will be entitled to receive notice of and to
attend the general meeting of shareholders at which the resolution is to be
proposed and will be entitled to speak and vote on that resolution, but not
on
any other resolution.
In
addition, if, before any general meeting of shareholders, we have failed to
pay
in full the dividend payable on the preference shares of a particular series
on
the dividend payment date immediately preceding the date of such general
meeting, the holders of the preference shares of that series shall be entitled
to receive notice of, attend, speak and vote at that meeting on all matters.
In
these circumstances only, the rights to vote of the holders of preference shares
of that series shall continue until we have resumed the payment in full of
dividends on the preference shares of that series.
Holders
of
any series of preference shares shall be entitled to receive notice of, attend,
speak and vote at general meetings in other circumstances if the board of
directors, the committee or the authorized director determines, as
specified in the applicable prospectus supplement.
Whenever
holders of preference shares are entitled to vote at a general meeting of
shareholders, on a show of hands each holder present in person shall have one
vote and on a poll each holder present in person or by proxy shall
have
the
number of votes for each preference share of the relevant series that the board
of directors, the committee or the authorized director determines, as specified
in the applicable prospectus supplement.
In
addition, the holders of any series of preference shares may have the right
to
vote separately as a class in certain circumstances, as described below under
the heading “−Variation of Rights”.
Variation
of Rights
If
applicable law permits, the rights, preferences and privileges attached to
any
series of preference shares may be varied or abrogated only with the written
consent of the holders of at least 75% in nominal value of the outstanding
preference shares of that series or with the sanction of an extraordinary
resolution passed at a separate general meeting of the holders of the
outstanding preference shares of that series. An extraordinary resolution will
be adopted if passed by a majority of at least 75% of those holders voting
in
person or by proxy at the meeting. The quorum required for any such class
meeting will be two persons holding or representing by proxy at least one-third
in nominal amount of the outstanding preference shares of the particular series
affected, except that if at any adjourned meeting where this quorum requirement
is not met, any holder present in person or by proxy will constitute a
quorum.
The
written consent of the holders of 75% in nominal value of the outstanding
preference shares of a particular series or the sanction of an extraordinary
resolution passed at a separate class meeting of holders of the outstanding
preference shares of the series will be required if our directors propose to
authorize, create or increase the amount of any shares of any class or any
security convertible into shares of any class ranking as regards rights to
participate in our profits or assets, in priority to the series of preference
shares.
If
we have
paid the most recent dividend payable on the preference shares of a particular
series in full, the rights attached to that series will not be deemed to be
varied by the creation or issue of any further series of non-cumulative
preference shares or of any other further shares ranking equally as regards
participation in our profits or assets with or junior to the preference shares
of that series, whether carrying identical rights or different rights in any
respect, including as to dividend, premium on a return of capital, redemption
or
conversion or denominated in dollars or any other currency.
Notices
of Meetings
A
notice
of any meeting at which holders of preference shares of a particular series
are
entitled to vote will be mailed to each record holder of preference shares
of
that series. Each notice will state:
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the
date of the meeting;
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a
description of any resolution to be proposed for adoption at the
meeting
on which those holders are entitled to vote;
and
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instructions
for the delivery of proxies.
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A
holder
of preference shares of any series in registered form who is not registered
with
an address in the United Kingdom and who has not supplied an address within
the
United Kingdom to us for the purpose of notices is not entitled to receive
notices of meetings from us. For a description of notices that we will give
to
the ADR depositary and that the ADR depositary will give to ADR holders, you
should read “Description of American Depositary Shares—Reports
and
Notices” and “Where You Can Find More Information”.
Registrar
and Paying Agent
Our
company secretarial department will maintain the register and we will act as
paying agent for the preference shares of each series.
We
reserve
the right at any time to appoint an additional or successor registrar or paying
agent. Notice of any change of registrar or paying agent will be
given to holders of the preference shares.
The
following is a summary of the general terms and provisions of the deposit
agreement under which the Depositary will issue the ADRs. The deposit agreement
is among us, The Bank of New York, as Depositary, and all holders from time
to
time of ADRs issued under it. This summary does not purport to be complete.
You
should read the deposit agreement, which we have filed with the SEC as an
exhibit to the registration statement of which this prospectus is a part. You
may also read the deposit agreement at the corporate trust offices of The Bank
of New York in The City of New York and the offices of the Custodian in
London. The principal executive office of the Depositary is currently
located at One Wall Street, New York, NY 10286 and its corporate trust office
is
currently located at 101 Barclay Street, New York, NY
10286. The Depositary was incorporated pursuant to a special
act of the New York State legislature passed on April 19, 1871. The Depositary
now operates as a banking corporation under the New York State Banking
Law.
American
Depositary Shares
The
Bank
of New York, as Depositary, will register and deliver American Depositary Shares
(“ADSs”) pursuant to the deposit agreement. Each ADS will represent one
preference share, or evidence of the right to receive one preference share,
deposited with the Custodian and registered in the name of the Depositary or
its
nominee (such preference shares, together with any additional preference shares
at any time deposited or deemed deposited under the deposit agreement and any
other securities, cash or other property received by the Depositary or the
Custodian in respect of such preference shares, the “Deposited
Securities”).
ADSs
can
be held either (A) directly (i) by having an American Depositary Receipt
(“ADR”), which is a certificate evidencing a specific number of ADSs, registered
in the holder’s name, or (ii) by having ADSs registered in the owner’s name in
the Direct Registration System (“DRS”), or (B) indirectly by holding a security
entitlement in ADSs through a broker or other financial
institution. A direct holder of an ADS is a ADS registered holder.
This description assumes that each holder is an ADS registered
holder. Indirect holders of ADSs must rely on the procedures of a
broker or other financial institution to assert the rights of ADS registered
holders described in this section, and such holders should consult with their
broker or financial institution to find out what those procedures
are.
The
DRS is
a system administered by DTC pursuant to which the depositary may register
the
ownership of uncertificated ADSs, which ownership shall be evidenced by periodic
statements sent by the depositary to the registered holders of uncertificated
ADSs. See “—Direct Registration System” below.
We
will
not treat holders of ADSs as our shareholders and holders of ADSs will not
have
shareholder rights. Scottish law governs shareholder rights. The Depositary
will
be the holder of the preference shares represented by each investor’s ADSs. As a
registered holder of ADSs, each investor will have ADS registered holder rights
as set forth in the deposit agreement. The deposit agreement also sets forth
the
rights and obligations of us and of the Depositary. New York law governs the
deposit agreement and the ADSs.
In
this
section, the term “deliver”, or its noun form, when used with respect to ADRs,
shall mean (A) book-entry transfer of ADSs to an account at The Depository
Trust
Company, or its successor (“DTC”), designated by the person entitled to such
delivery, (B) registration of ADSs not evidenced by an ADR on the books of
the
Depositary in the name requested by the person entitled to such delivery and
mailing to that person of a statement confirming that registration or (C) if
requested by the person entitled to such delivery, delivery at the corporate
trust office of the Depositary to the person entitled to such delivery of one
or
more ADRs evidencing ADSs registered in the name requested by that
person. The term “surrender”, when used with respect to ADRs, shall
mean (A) one or more book-entry transfers of ADSs to the DTC account of the
Depositary, (B) delivery to the Depositary at its corporate trust office of
an
instruction to surrender ADSs not evidenced by an ADR or (C) surrender to the
Depositary at its corporate trust office of one or more ADRs evidencing
ADSs.
Deposit
and Withdrawal
The
Depositary has agreed, subject to the terms and conditions of the deposit
agreement, that upon delivery to the Custodian of preference shares (or evidence
of rights to receive preference shares) in a form satisfactory to the
Custodian,
the Depositary will, upon payment of the fees, charges and taxes provided in
the
deposit agreement, deliver to, or upon the written order of, the person or
persons named in the notice of the Custodian delivered to the Depositary or
requested by the person depositing such shares with the Depositary, the number
of ADSs issuable in respect of such deposit.
Upon
surrender at the corporate trust office of the Depositary of ADSs for the
purpose of withdrawal of the Deposited Securities represented thereby, and
upon
payment of the fees, governmental charges and taxes provided in the deposit
agreement, and subject to the terms and conditions of the deposit agreement,
our
Articles of Association and the Deposited Securities, holder of such ADRs will
be entitled to delivery, to him or upon his order, as permitted by applicable
law, of the amount of Deposited Securities at the time represented by such
ADRs.
The forwarding of share certificates, other securities, property, cash and
other
documents of title for such delivery will be at the risk and expense of the
holder.
An
ADR
holder may surrender its ADR to the Depositary for the purpose of exchanging
its
ADR for uncertificated ADSs. The Depositary will cancel that ADR and
will send the ADS registered holder a statement confirming that the ADS
registered holder is the registered holder of uncertificated
ADSs. Alternatively, upon receipt of the Depositary of a proper
instruction from a registered holder of uncertificated ADSs requesting the
exchange of uncertificated ADSs for certificated ADSs, the Depositary will
execute and deliver to the ADS registered holder an ADR evidencing those
ADSs.
Preference
shares that the Depositary believes have been withdrawn from a restricted
depositary receipt facility established or maintained by a depositary bank
(including any such other facility maintained by the Depositary) may be accepted
for deposit only if those preference shares are not “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, and the
Depositary may, as a condition of accepting those preference shares for deposit,
require the person depositing those preference shares to provide the Depositary
with a certificate to the foregoing effect.
Dividends
and Other Distributions
The
Depositary will distribute all cash dividends or other cash distributions that
it receives in respect of deposited preference shares to the holders of the
ADRs, after payment of any charges and fees provided for in the deposit
agreement in proportion to their holdings of ADSs. The cash amount distributed
will be reduced by any amounts that the Depositary must withhold on account
of
taxes.
If
we make
a non-cash distribution in respect of any deposited preference shares, the
Depositary will distribute the property it receives to holders of the ADRs,
after deduction or upon payment of any taxes, charges and fees provided for
in
the deposit agreement, in proportion to their holdings of ADSs. If a
distribution that we make in respect of deposited preference shares consists
of
a dividend in, or free distribution of, preference shares, the Depositary may,
and will, if we request, distribute to holders of the ADRs, in proportion to
their holdings of ADSs, additional ADSs representing the amount of preference
shares received as such dividend or free distribution. If the Depositary does
not distribute additional ADSs, each ADS will from then forward also represent
its proportional share of the additional preference shares distributed in
respect of the deposited preference shares before the dividend or free
distribution.
If
the
Depositary determines that any distribution of property, other than cash or
preference shares, cannot be made proportionately among ADR holders or if for
any other reason, including any requirement that we or the Depositary withhold
an amount on account of taxes or other governmental charges, the Depositary
deems that such a distribution is not feasible, the Depositary may dispose
of
all or part of the property in any manner, including by public or private sale,
that it deems equitable and practicable. The Depositary will then distribute
the
net proceeds of any such sale (net of any fees and expenses of the Depositary
provided for in the deposit agreement) to ADR holders as in the case of a
distribution received in cash.
Redemption
If
the
Depositary receives notice of redemption of Deposited Securities, it will
surrender those Deposited Securities on the redemption date and call for
surrender of a corresponding number of ADSs. Upon surrenders of the
ADSs
called for surrender, the Depositary will deliver the proceeds of the redeemed
Deposited Securities as described above under “—Deposit and
Withdrawal”.
Record
Date
Whenever
any cash dividend or other cash distribution becomes payable or any distribution
other than cash shall be made, or whenever rights shall be issued with respect
to the deposited preference shares, or whenever the Depositary causes a change
in the number of preference shares represented by each ADS or receives notice
of
any meeting of holders of preference shares, the Depositary will fix a record
date for the determination of the ADR holders who are entitled to receive the
dividend distribution, distribution of rights or the net proceeds of the sale
of
preference shares as the case may be, or to give instructions for the exercise
of voting rights at the meeting, subject to the provisions of the deposit
agreement.
Voting
of the Underlying Deposited Securities
When
the
Depositary receives notice of any meeting or solicitation of consents or proxies
of holders of preference shares, it will, if we request, as soon as practicable
thereafter, mail to the record holders of ADRs a notice including:
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the
information contained in the notice of
meeting;
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a
statement that the record holders of ADRs at the close of business
on a
specified record date will be entitled, subject to any applicable
provision of Scottish law and the articles of association or any
similar
document of ours, to instruct the Depositary as to the exercise of
any
voting rights pertaining to the preference shares represented by
their
ADSs; and
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a
brief explanation of how they may give instructions, including an
express
indication that they may be deemed to have instructed the Depositary
to
give a discretionary proxy to designated member or members of our
board of
directors if no such instruction is
received.
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The
Depositary has agreed that it will endeavor, in so far as practical, to vote
or
cause to be voted the preference shares in accordance with any written
non-discretionary instructions of record holders of ADRs that it receives on
or
before the date set by the Depositary for that purpose. However, holders of
ADRs
may not receive notice or otherwise learn of a meeting of holders of preference
shares in time to instruct the Depositary prior to a cut off date the Depositary
will set. The Depositary will not vote the preference shares except in
accordance with such instructions or deemed instructions.
If
the
Depositary does not receive instructions from an ADR holder on or before the
date the Depositary establishes for this purpose, the Depositary may deem such
holder to have directed the Depositary to give a discretionary proxy to a
designated member or members of our board of directors. However, the Depositary
will not give a discretionary proxy to a designated member or the Directors
with
respect to any matter as to which the we inform the Depositary
that:
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we
do not wish the proxy to be given;
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substantial
opposition exists; or
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the
rights of holders of the preference shares may be materially
affected.
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Holders
of
ADRs will not be entitled to vote preference shares directly.
Inspection
of Transfer Books
The
Depositary agent will, at its office in New York City, keep books for the
registration and transfer of ADSs. These books will be open for inspection
by
ADR holders at all reasonable times. However, this inspection may not be for
the
purpose of communicating with ADR holders in the interest of a business or
object other than our business or a matter related to the deposit agreement
or
the ADRs.
Reports
and Notices
We
will
furnish the Depositary with our annual and interim reports as described under
“Incorporation of Documents by Reference”. The Depositary will make available at
its office in New York City, for any ADR holder to inspect, any reports and
communications received from us that are both received by the Depositary as
holder of preference shares and made generally available by us to the holders
of
those preference shares, including our annual report and accounts and interim
report and accounts. Upon our written request, the Depositary will mail copies
of those reports to ADR holders as provided in the deposit
agreement.
On
or
before the first date on which we give notice, by publication or otherwise,
of:
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any
meeting of holders of the preference
shares;
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any
adjourned meeting of holders of the preference shares;
or
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the
taking of any action in respect of any cash or other distributions
or the
offering of any rights in respect of the preference
shares,
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we
have
agreed to transmit to the Depositary and the custodian a copy of the notice
in
the form given or to be given to holders of the preference shares. If requested
in writing by us, the Depositary will, at our expense, arrange for the prompt
transmittal or mailing of such notices, and any other reports or communications
made generally available to holders of the preference shares, to all holders
of
ADRs.
Amendment
and Termination of the Deposit Agreement
The
form
of the ADRs and any provisions of the deposit agreement may at any time and
from
time to time be amended by agreement between us and the Depositary, without
the
consent of holders of ADRs, in any respect which we and the Depositary may
deem
necessary or advisable. Any amendment that imposes or increases any fees or
charges, other than taxes and other governmental charges, registration fees,
transmission costs, delivery costs or other such expenses, or that otherwise
prejudices any substantial existing right of holders of outstanding ADRs, will
not take effect as to outstanding ADRs until thirty (30) days after notice
of
the amendment has been given to the record holders of those ADRs. Every holder
of any ADR at the time an amendment becomes effective will be deemed by
continuing to hold the ADR to consent and agree to the amendment and to be
bound
by the deposit agreement or the ADR as amended. No amendment may impair the
right of any holder of ADRs to surrender ADSs and receive in return the
preference shares represented by those ADSs.
Whenever
we direct, the Depositary has agreed to terminate the deposit agreement by
mailing a termination notice to the record holders of all ADRs then outstanding
at least thirty (30) days before the date fixed in the notice of termination.
The Depositary may likewise terminate the deposit agreement by mailing a
termination notice to us and the record holders of all ADRs then outstanding
if
at any time sixty (60) days shall have expired since the Depositary delivered
a
written notice to us of its election to resign and a successor depositary shall
not have been appointed and accepted its appointment.
If
any
ADRs evidencing ADSs remain outstanding after the date of any termination,
the
Depositary will then:
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discontinue
the registration of transfers of
ADRs;
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suspend
the distribution of dividends to holders of ADRs;
and
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not
give any further notices or perform any further acts under the deposit
agreement, except those listed below, with respect to those
ADRs.
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The
Depositary will, however, continue to collect dividends and other distributions
pertaining to the preference shares. It will also continue to sell rights and
other property as provided in the deposit agreement and deliver preference
shares, together with any dividends or other distributions received with respect
to them and the net proceeds of the sale of any rights or other property, in
exchange for ADSs surrendered to it.
At
any
time after the expiration of one year from the date of termination of the
deposit agreement, the Depositary may sell the preference shares then held.
The
Depositary will then hold uninvested the net proceeds of any such sales,
together with any other cash then held by it under the deposit agreement,
unsegregated and without liability for interest, for the pro rata benefit of
the
holders of ADRs that have not previously been surrendered.
Charges
of the Depositary
The
following charges shall be incurred by any party depositing or withdrawing
preference shares, or by any party surrendering ADRs or to whom ADRs are
issued:
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any
applicable taxes or other governmental
charges;
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any
applicable share transfer or other registration fees on deposits
or
withdrawals of preference shares;
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cable,
telex, facsimile transmission and delivery charges which the deposit
agreement provide are at the expense of the holders of ADRs or persons
depositing or withdrawing preference
shares;
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expenses
incurred or paid by the Depositary in any conversion of foreign currency
into dollars;
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a
fee for the distribution to ADR holders of any securities in an amount
equal to the fee for the delivery of ADRs referred to above which
would
have been charged if the securities distributed to ADR holders had
been
preference shares which were deposited with the custodian;
and
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any
charges incurred by the Depositary or its agents for the servicing
of
preference shares.
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Under
the
deposit agreement, the Depositary may charge an annual fee of U.S.$0.02 or
less
per ADR for depositary services.
The
holders of ADRs will be responsible for any taxes or other governmental charges
payable on their ADRs or on the preference shares. The Depositary may refuse
to
transfer ADRs or allow withdrawal of the preference shares until such taxes
or
other charges are paid. The Depositary may apply payments owed to holders of
ADRs or sell deposited preference shares underlying such ADRs to pay any taxes
owed and holders of ADRs will remain liable for any deficiency. If the
Depositary sells deposited preference shares, it will, if appropriate, reduce
the number of ADRs to reflect the sale and pay to holders of ADRs any proceeds,
or send to holders of ADRs any property, remaining after it has paid the
taxes.
Issuance
in a Series
We
may
issue preference shares in more than one class or series or that otherwise
entitle their holders to rights that vary from the rights to which other
preference shares entitle their holders. “Series”, as used in this
section and when used with respect to preference shares, shall mean all
outstanding preference shares that entitle their holders to identical rights
with respect to those preference shares, regardless of the title or any other
designation that may be assigned to preference shares. The Depositary
shall direct the Custodian to hold preference shares of a Series deposited
under
the deposit agreement, and other Deposited Securities it receives in respect
of
those preference shares in a segregated account different from the account
in
which it holds preference shares of any other Series.
Preference
shares of each Series that are deposited under the deposit agreement shall
be
represented by a “Series” of ADSs separate from the ADSs representing preference
shares of any other Series. Each series of ADSs shall be evidenced by
a “Series” of ADRs separate from the ADRs evidencing ADSs of any other
Series.
If
the
rights to which deposited preference shares of a Series entitle their holders
are modified such that those rights become identical to the rights to which
deposited preference shares of another Series entitle their holders, the
Depositary shall cause the Custodian to combine the accounts in which the former
separate Series of preference shares are held, the Series of ADSs representing
those preference shares will automatically be combined into one Series of ADSs
and the Depositary may take any action necessary or convenient to effect that
combination. At any time after that combination, the owners of ADRs
affected by that combination will be entitled to surrender their
ADRs
to
the Depositary and receive ADRs reflecting the designation of the ADSs owned
by
them as a result of that combination.
Holders
of
ADSs of a Series shall be entitled to rights under the deposit agreement only
with respect to deposited preference shares of the corresponding Series and
other Deposited Securities received in respect of deposited preference shares
of
that Series.
Direct
Registration System
ADSs
not
evidenced by ADRs shall be transferable as uncertificated registered securities
under the laws of the State of New York.
The
Direct
Registration System (“DRS”) and Profile Modification System (“Profile”) will
apply to uncertificated ADSs upon acceptance thereof to DRS by
DTC. DRS is the system administered by DTC pursuant to which the
Depositary may register the ownership of uncertificated ADSs, which ownership
shall be evidenced by periodic statements issued by the Depositary to the owners
entitled thereto. Profile is a required feature of DRS which allows a
DTC participant, claiming to act on behalf of a registered holder of ADSs,
to
direct the Depositary to register a transfer of those ADSs to DTC or its nominee
and to deliver those ADSs to the DTC account of that DTC participant without
receipt by the Depositary of prior authorization from the ADS registered holder
to register such transfer.
In
connection with and in accordance with the arrangements and procedures relating
to DRS/Profile, the parties to the deposit agreement understand that the
Depositary will not verify, determine or otherwise ascertain that the DTC
participant which is claiming to be acting on behalf of an ADS registered holder
in requesting registration of transfer and delivery described in the paragraph
above has the actual authority to act on behalf of the ADS registered holder
(notwithstanding any requirements under the Uniform Commercial
Code). In the deposit agreement, the parties agree that the
Depositary’s reliance on and compliance with instructions received by the
Depositary through the DRS/Profile System and in accordance with the deposit
agreement, shall not constitute negligence or bad faith on the part of the
Depositary.
General
Neither
the Depositary nor we will be liable to ADR holders if prevented or forbidden
or
delayed by any present or future law of any country or by any governmental
or
regulatory authority or stock exchange, any present or future provision of
the
Articles of Association, any provision of any securities issued or distributed
by us, or any act of God or war or terrorism or other circumstances beyond
our
or its control in performing our or its obligations under the deposit agreement.
The obligations of each of us and the Depositary under the deposit agreement
are
expressly limited to performing our and its specified duties without negligence
or bad faith.
The
ADRs
are transferable on the books of the Depositary or its agent. However, the
Depositary may close the transfer books as to ADRs at any time when it deems
it
expedient to do so in connection with the performance of its duties or at our
request. As a condition precedent to the execution and delivery, registration
of
transfer, split-up, combination or surrender of any ADR or withdrawal of any
preference shares, the Depositary or the Custodian may require the person
presenting the ADR or depositing the preference shares to pay a sum sufficient
to reimburse it for any related tax or other governmental charge and any share
transfer or registration fee and any applicable fees payable as provided in
the
deposit agreement. The Depositary may withhold any dividends or other
distributions, or may sell for the account of the holder any part or all of
the
preference shares represented by the ADSs, and may apply those dividends or
other distributions or the proceeds of any sale in payment of the tax or other
governmental charge. The ADR holder will remain liable for any
deficiency.
Any
ADR
holder may be required from time to time to furnish the Depositary or the
Custodian with proof satisfactory to the Depositary of citizenship or residence,
exchange control approval, information relating to the registration on our
books
or those that the registrar maintains for us for the preference shares in
registered form, or other information, to execute certificates and to make
representations and warranties that the Depositary deems necessary or proper.
Until those requirements have been satisfied, the Depositary may withhold the
delivery or registration of transfer of any ADR or the distribution or sale
of
any dividend or other distribution or proceeds of
any
sale
or distribution or the delivery of any deposited preference shares or other
property related to the ADR. The delivery or registration of transfer of ADRs
may be suspended during any period when the transfer books of the Depositary
are
closed or if we or the Depositary deems it necessary or advisable. The surrender
of outstanding ADSs and the withdrawal of preference shares may only be
suspended as a result of:
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temporary
delays caused by closing the transfer books or those of the Depositary
or
the deposit of preference shares in connection with voting at shareholder
meetings, or the payment of
dividends;
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the
non-payment of fees, taxes and similar charges;
and
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non-compliance
with any US or foreign laws or governmental regulations relating
to the
ADRs or to the withdrawal of preference
shares.
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The
deposit agreement and the ADRs are governed by and construed in accordance
with
New York law.
The
following is a summary of certain aspects of the current United Kingdom taxation
treatment of the preference shares, ADSs and ADRs. It relates only to the
position of persons who are the absolute beneficial owners of the preference
shares or ADSs and who are neither (a) resident in the United Kingdom for
tax
purposes nor (b) holding preference shares or ADSs in connection with any
trade
or business carried on in the United Kingdom through any branch, agency or
permanent establishment in the United Kingdom (a ‘‘Non-resident holder’’). This
summary may not apply to certain classes of holders, such as dealers in
securities. Holders who are in any doubt as to their tax position (including,
in
particular, any holders who are resident in the United Kingdom for tax purposes
or carrying on a trade or business through any branch, agency or permanent
establishment in the United Kingdom) should consult their professional advisers.
In addition, holders who may be liable to tax in other jurisdictions should
also
consult their professional advisers.
Taxation
of Dividends
We
will
not be required to withhold tax at source when paying a dividend.
Non-resident
holders of preference shares or ADSs will not have any other liability to
United
Kingdom tax on such dividends.
Non-resident
holders of preference shares or ADSs will not generally be able to claim
repayment of any part of any tax credit attaching to dividends paid by Lloyds
TSB Group plc, although this will depend on the existence and terms of any
double tax treaty between the United Kingdom and the country in which the
holder
of preference shares or ADSs is resident for tax purposes; holders of preference
shares or ADSs who are resident in the United States for tax purposes will
not
be entitled to any such credit under the terms of the double taxation treaty
between the United Kingdom and the United States of July 24, 2001.
Taxation
of Capital Gains
Non-resident
holders of preference shares or ADSs will not generally be subject to U.K.
capital gains tax or corporation tax on a disposal of preference shares or
ADSs.
Special rules apply to individuals who are temporarily not resident or
ordinarily resident in the United Kingdom.
Inheritance
Tax
Preference
shares or ADSs beneficially owned by an individual may be subject to U.K.
inheritance tax on the death of the individual or, in some circumstances,
if the
preference shares or ADSs are the subject of a gift, including a transfer
at
less than full market value, by that individual.
Inheritance
tax is not generally chargeable on gifts to individuals made more than seven
years before the death of the donor.
Subject
to
limited exclusions, gifts to settlements (which would include, very broadly,
private trust arrangements) or to companies may give rise to an immediate
inheritance tax charge. Preference shares or ADSs held in settlements may
also
be subject to inheritance tax charges periodically during the continuance
of the
settlement, on transfers out of the settlement or on certain other events.
Investors should take their own professional advice as to whether any particular
arrangements constitute a settlement for inheritance tax purposes.
Stamp
Duty
and Stamp Duty Reserve Tax
Any
prospectus supplement will contain a summary of the United Kingdom stamp
duty
and stamp duty reserve tax implications relevant to the securities described
in
that supplement.
United
States Federal Income Taxation
In
the
opinion of Davis Polk & Wardwell, the following are the material U.S.
federal income tax consequences to the holders described herein of the
acquisition, ownership and disposition of ADSs representing preference
shares. This discussion only applies to holders who hold their ADSs
as capital assets.
This
discussion does not describe all of the tax consequences that may be relevant
to
a holder in light of its particular circumstances or to holders subject to
special rules, such as:
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·
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certain
financial institutions;
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·
|
certain
dealers in securities or foreign
currencies;
|
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·
|
persons
holding ADSs representing preference shares as part of a hedge, straddle,
conversion or other integrated
transaction;
|
|
·
|
U.S.
Holders (as defined below) whose functional currency is not the U.S.
dollar;
|
|
·
|
partnerships
or other entities classified as partnerships for U.S. federal income
tax
purposes;
|
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·
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persons
subject to the alternative minimum tax;
or
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·
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persons
that own, or are deemed to own, ten percent or more of any class
of our
stock.
|
This
discussion is based on the Internal Revenue Code of 1986, as amended,
administrative pronouncements, judicial decisions and final, temporary and
proposed Treasury regulations, as of the date hereof, changes to any of which
subsequent to the date of this prospectus may affect the tax consequences
described herein. Persons considering the purchase of ADSs representing
preference shares are urged to consult their own tax advisers with regard to
the
application of the U.S. federal income tax laws to their particular situations
as well as any tax consequences arising under the laws of any state, local
or
non-U.S. taxing jurisdiction.
As
used
herein, the term “U.S. Holder” means a beneficial owner of an ADS representing a
preference share that is, for U.S. federal income tax purposes:
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·
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a
citizen or resident of the United
States;
|
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·
|
a
corporation, or other entity taxable as a corporation, created or
organized in or under the laws of the United States or of any political
subdivision thereof; or
|
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·
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an
estate or trust the income of which is subject to U.S. federal income
taxation regardless of its source.
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For
U.S.
federal income tax purposes, U.S. Holders of ADSs generally will be treated
as
the owners of the preference shares underlying the ADSs.
This
discussion assumes that we are not, and will not become, a passive foreign
investment company (“PFIC”) for U.S. federal income tax purposes, as described
below.
Taxation
of Dividends
Distributions
received by a U.S. Holder on ADSs representing preference shares will constitute
foreign-source dividend income to the extent paid out of our current or
accumulated earnings and profits (as determined for U.S. federal income tax
purposes). Corporate U.S. Holders will not be entitled to claim the
dividends-received deduction with respect to dividends paid by
us. Subject to applicable limitations, dividends received by certain
non-corporate U.S. Holders in taxable years beginning before January 1, 2011
will be taxable at a maximum rate of 15%. Non-corporate U.S. Holders should
consult their own tax advisers to determine whether they are subject to any
special rules that limit their ability to be taxed at these favorable
rates.
Taxation
of Capital Gains
Upon
the
sale, exchange or redemption of ADSs representing preference shares, a U.S.
Holder will recognize capital gain or loss for U.S. federal income tax purposes
(assuming, in the case of a redemption, that the U.S. Holder does not own,
and
is not deemed to own, any of our voting shares) in an amount equal to the
difference between the amount realized (excluding any declared but unpaid
dividends, which will generally be treated as a dividend for U.S. federal income
tax purposes) and the U.S. Holder’s tax basis in the ADSs representing
preference shares. Gain or loss will generally be
U.S.-source.
Passive
Foreign Investment Company Rules
Based
upon
certain proposed Treasury regulations which are not yet in effect but are
generally proposed to become effective for taxable years beginning after
December 31, 1994 (the “Proposed Regulations”), we believe that we were not a
passive foreign investment company (a “PFIC”) for U.S. federal income tax
purposes for our most recent taxable year and do not expect to be considered
a
PFIC in the foreseeable future. However, since there can be no
assurance that the Proposed Regulations will be finalized in their current
form
and since PFIC status depends upon the composition of our income and assets
and
the market value of our assets from time to time, there can be no assurance
that
we will not be considered a PFIC for any taxable year. If we were
treated as a PFIC for any taxable year during which a U.S. Holder held ADSs
representing Preference Shares, certain adverse U.S. federal income tax
consequences could apply to such holder.
Backup
Withholding and Information Reporting
Payment
of
dividends and sales proceeds that are made within the United States or through
certain U.S.-related financial intermediaries generally are subject to
information reporting and to backup withholding unless (i) you are a corporation
or other exempt recipient or (ii) in the case of backup withholding, you provide
a correct taxpayer identification number and certify that you are not subject
to
backup withholding.
The
amount
of any backup withholding from a payment to you will be allowed as a credit
against your United States federal income tax liability and may entitle you
to a
refund, provided that the required information is furnished to the Internal
Revenue Service.
We
may
sell relevant securities to or through underwriters or dealers and also may
sell
all or part of such securities directly to other purchasers or through
agents.
The
distribution of the securities may be effected from time to time in one or
more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
In
connection with the sale of securities, we may compensate underwriters in the
form of discounts, concessions or commissions or in any other way that the
applicable prospectus supplement describes. Underwriters may sell securities
to
or through dealers, and the dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agents. Underwriters, dealers
and
agents that participate in the distribution of securities may be deemed to
be
underwriters, and any discounts or commissions that we pay them and any profit
on the resale of securities by them may be deemed to be underwriting discounts
and commissions, under the Securities Act. Any such underwriter or agent will
be
identified, and any such compensation that we pay will be described, in the
applicable prospectus supplement.
Under
agreements which we may enter into, we may be required to indemnify
underwriters, dealers and agents who participate in the distribution of
securities against certain liabilities, including liabilities under the
Securities Act.
Unless
a
prospectus supplement specifies otherwise, we will not offer any securities
or
any investments representing securities, including ADSs or ADRs, of any series
to the public in the U.K. Unless otherwise specified in any agreement
which we may enter into, underwriters, dealers and/or agents in relation to
the
distribution of securities or any investments representing securities, including
ADSs or ADRs, of any series and subject to the terms of any such agreement,
any
underwriter, dealer or agent in connection with an offering of securities or
any
investments representing securities, including ADSs or ADRs, of any series
will
represent and agree that:
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it
has complied and will comply with all applicable provisions of the
Financial Services and Markets Act 2000 (the “FSMA”) with respect to
anything done by it in relation to the securities or any investments
representing securities, including ADSs or ADRs, of such series in,
from
or otherwise involving the U.K.;
and
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·
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it
has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement
to
engage in investment activity (within the meaning of Section 21 of
the
FSMA) received by it in connection with the issue or sale of the
securities or any investments representing the securities (including
ADSs
or ADRs) (including without limitation the registration statement,
the
prospectus, any preliminary prospectus, any ADR registration statement
or
any ADR prospectus) in circumstances in which Section 21(1) of the
FSMA
does not apply to the issuer of the
securities.
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Each
new
series of preference shares will be a new issue of securities with no
established trading market. If securities of a particular series are not listed
on a U.S. national securities exchange, certain broker-dealers may make a market
in those securities, but will not be obligated to do so and may discontinue
any
market making at any time without notice. We cannot give any assurance that
any
broker-dealer will make a market in securities of any series or as to the
liquidity of the trading market for those securities.
Delayed
Delivery Arrangements
If
so
indicated in the applicable prospectus supplement, we may authorize underwriters
or other persons acting as its agents to solicit offers by certain institutions
to purchase preference shares from it pursuant to contracts providing for
payment and delivery on a future date. Institutions with which such contracts
may be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and others,
but in all cases such institutions must be approved by us. The obligations
of
any purchaser under any such contract will be subject to the condition that
the
purchase of the offered securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such other agents will not have any responsibility
in respect of the validity or performance of such contracts.
Our
United
States counsel, Davis Polk & Wardwell, will pass upon certain legal matters
relating to the securities. Our Scottish solicitors, Dundas & Wilson CS LLP,
will pass upon the validity of the preference shares under Scots
law.
The
financial statements and management's assessment of the effectiveness of
internal control over financial reporting (which is included in Management's
Report on Internal Control over Financial Reporting) incorporated in this
prospectus by reference to the Lloyds TSB Group plc Annual Report on Form
20-F for the year ended December 31, 2006 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, an independent registered
public accounting firm, as given on the authority of said firm as experts
in accounting and auditing.
We
are a
public limited company incorporated under the laws of Scotland. Most of our
directors and executive officers, and certain experts named in this prospectus
are residents of the United Kingdom. A substantial portion of our assets, and
a
substantial portion of the assets of such persons, are located outside the
United States. As a result, it may not be possible for investors to effect
service of process within the United States upon all such persons or to enforce
against them in U.S. courts judgments obtained in such courts, including those
predicated upon the civil liability provisions of the federal securities laws
of
the United States. Furthermore, we have been advised by our Scottish solicitors,
Dundas & Wilson CS LLP (as to Scots law), and our English solicitors,
Linklaters LLP (as to English law), that there is doubt as to the enforceability
in the United Kingdom, in original actions or in actions for the enforcement
of
judgments of U.S. courts, of certain civil liabilities, including those
predicated solely upon the federal securities laws of the United
States.
Ongoing
Reporting
We
file
reports and other information with the SEC. You can read and copy these reports
and other information at the SEC’s Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549, USA. You may call the SEC at 1-800-SEC-0330
for further information on the Public Reference Room. The SEC also maintains
a
website at http://www.sec.gov which contains in electronic form each of the
reports and other information that we have filed or furnished electronically
with the SEC. You can also read this material at the offices of The New York
Stock Exchange, 20 Broad Street, New York, New York 10005, USA, on which certain
of our securities are listed.
We
will
provide the ADR depositary for any preference shares with our annual reports,
which will include a description of operations, and our annual audited
consolidated financial statements, together with a U.S. GAAP reconciliation
of
consolidated net income and consolidated ordinary shareholders’ equity. We will
also provide any ADR depositary with interim reports that will include unaudited
interim summary consolidated financial information and, if we choose, may
contain a U.S. GAAP reconciliation of consolidated net income and consolidated
ordinary shareholders’ equity. Upon receipt, the ADR depositary will mail the
reports to all record holders of the preference shares. In addition, we will
provide the ADR depositary with all notices of meetings at which holders of
preference shares are entitled to vote, and all other reports and communications
that are made generally available to holders of preference shares.
Registration
Statement
This
prospectus is part of a registration statement that we filed with the SEC.
As
exhibits to the registration statement, we have also filed the ADR deposit
agreement and our Articles of Association. Statements contained in this
prospectus as to the contents of any contract or other document referred to
in
this prospectus are not necessarily complete, and in each instance reference
is
made to the copy of such contract or other document filed as an exhibit to
the
registration statement, each such statement being qualified in all respects
by
such reference. For further
information,
you should refer to the registration statement. You can obtain the full
registration statement from the SEC or from us.
The
SEC
allows us to “incorporate by reference” the information that we file with the
SEC. This permits us to disclose important information to you by referring
to
these filed documents. Any information referred to in this way is considered
part of this prospectus, and any information that we file with the SEC after
the
date of this prospectus will automatically be deemed to update and supersede
this information.
We
incorporate by reference our Annual Report on Form 20-F for the fiscal year
ended December 31, 2006 filed with the SEC on June 8, 2007. We also incorporate
by reference any future filings made with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 and certain Reports on Form
6-K, if they state that they are incorporated by reference into this prospectus,
that we furnish to the SEC after the date of this prospectus and until we or
any
underwriters sell all of the securities.
Upon
written or oral request, we will provide free of charge a copy of any or all
of
the documents that we incorporate by reference into this prospectus, other
than
exhibits which are not specifically incorporated by reference into this
prospectus. To obtain copies you should contact us at Investor Relations, 25
Gresham Street, London EC2V 7HN, United Kingdom or by telephone on +44 207
356
1273.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
8. Indemnification of Directors and Officers
Except
as
hereinafter set forth, there is no provision of the Memorandum and Articles
of
Association of Lloyds TSB Group plc (the “Company”, for purposes of this Item 8)
or any contract, arrangement or statute under which any director or officer
of
the Company is insured or indemnified in any manner against any liability that
he may incur in his capacity as such.
Deed
of Indemnity
The
Company has entered into Deeds of Indemnity with the directors and certain
officers of the Company that, subject to certain conditions precedent and
limitations, in consideration for such director or officer continuing in or
accepting office as a director or officer of (i) Lloyds TSB Group plc, (ii)
a
subsidiary undertaking or holding company of the Company, or a subsidiary
undertaking of the Company’s holding company or (iii) any undertaking in which
such director or officer is acting as officer, employee, trustee or agent at
the
Company’s request, the Company will indemnify the director or officer against
any liability, including (without limitation) any costs and expenses, incurred
by, or attaching to, the director or officer in connection with any negligence,
default, breach of duty or breach of trust the director in relation to the
Company or any Associated Company (as defined by clause (ii) and (iii) above)
or
in the actual or purported execution and/or discharge of his duties and/or
the
actual or purported exercise of his powers and/or otherwise in relation to
or in
connection with his duties, powers or office as an employee, officer, trustee
or
agent of the Company or any Associated Company (as defined by clause (ii) and
(iii) above).
Article
140 of the Company’s Articles of Association provides:
140.1
Subject to the provisions of, and so far as may be permitted by and consistent
with, the statutes, any person who is or was at any time a director, officer,
employee or trustee of any associated company or organisation may be indemnified
by the company out of its own funds against (a) any liability incurred by or
attaching to him in connection with any negligence, default, breach of duty
or
breach of trust by him in relation to any associated company or organisation;
and (b) any other liability incurred by or attaching to him in the actual or
purported execution and/or discharge of his duties and/or the exercise or
purported exercise of his powers and/or otherwise in relation to or in
connection with his duties, powers or offices. Where any such person is
indemnified against any liability in accordance with article 140.1, such
indemnity shall extend to all costs, charges, losses, expenses and liabilities
incurred by him in relation thereto.
140.2
Without prejudice to article 140.1 above, the directors shall have power to
purchase and maintain insurance for or for the benefit of any person who is
or
was at any time a director, officer, employee or trustee of any associated
company or organisation, including insurance against any liability incurred
by
or attaching to him in respect of any act or omission in the actual or purported
execution and/or discharge of his duties and/or in the exercise or purported
exercise of his powers and/or otherwise in relation to or in connection with
his
duties, powers or offices in relation to any associated company or organisation
(and all costs, charges, losses, expenses and liabilities incurred by him in
relation thereto).
140.3
Subject to the provisions of, and so far as may be permitted by and consistent
with, the statutes, the company (i) may provide any person who is or was at
any
time a director, officer, employee or trustee of any associated company or
organisation with funds to meet expenditure incurred or to be incurred by him
in
defending any criminal or civil proceedings or in connection with any
application for relief from liability under the statutes and (ii) may do
anything to enable such a person to avoid incurring such
expenditure.
140.4
For
the purpose of articles 140.1 to 140.3 above an “associated company or
organisation” is any company or other body, whether or not incorporated, (i)
which is the company’s holding company or (ii) in which the company or its
holding company or any of the predecessors of the company or of such holding
company has any
interest
whether direct or indirect or (iii) which is in any way allied to or associated
with the company or its holding company or any of the predecessors of the
company or of such holding company (including any pension fund or employees’
share scheme in which any employees of the company or of any associated company
or organisation are interested and any company acting as trustee for such
pension fund or share scheme) or (iv) which is a subsidiary undertaking of
any
person mentioned in (iii) or (v) to which directors, officers, employees or
trustees of the company or of any subsidiary undertaking or any holding company
of the company are permitted by the company or any subsidiary undertaking or
any
holding company of the company to lend their services; and “person” shall
include any natural person, partnership, other unincorporated association or
body corporate.”
Section
309A of the Companies Act 1985 (as amended by the Companies (Audit,
Investigations and Community Enterprise) Act 2004) provides:
(1)
This
section applies in relation to any liability attaching to a director of a
company in connection with any negligence, default, breach of duty or breach
of
trust by him in relation to the company.
(2)
Any
provision which purports to exempt (to any extent) a director of a company
from
any liability within subsection (1) is void.
(3)
Any
provision by which a company directly or indirectly provides (to any extent)
an
indemnity for a director of–
(a)
the
company, or (b) an associated company,
against
any liability within subsection (1) is void.
This
is
subject to subsections (4) and (5).
(4)
Subsection (3) does not apply to a qualifying third party indemnity provision
(see section 309B(1)).
(5)
Subsection (3) does not prevent a company from purchasing and maintaining for
a
director of–
(a)
the
company, or (b) an associated company,
insurance
against any liability within subsection (1).
(6)
In
this section–
“associated
company”, in relation to a company (“C”), means a company which is C’s
subsidiary, or C’s holding company or a subsidiary of C’s holding company;
“provision” means a provision of any nature, whether or not it is contained in a
company’s articles or in any contract with a company.
Section
309B of the Companies Act 1985 (as amended by the Companies (Audit,
Investigations and Community Enterprise) Act 2004) provides:
(1)
For
the purposes of Section 309A(4) a provision is a qualifying third party
indemnity provision if it is a provision such as is mentioned in Section 309A(3)
in relation to which conditions A to C below are satisfied.
(2)
Condition A is that the provision does not provide any indemnity against any
liability incurred by the director–
(a)
to the
company, or (b) to any associated company.
(3)
Condition B is that the provision does not provide any indemnity against any
liability incurred by the director to pay–
(a)
a fine
imposed in criminal proceedings, or (b) a sum payable to a regulatory authority
by way of a penalty in respect of non-compliance with any requirement of a
regulatory nature (however arising).
(4)
Condition C is that the provision does not provide any indemnity against any
liability incurred by the director–
(a)
in
defending any criminal proceedings in which he is convicted, or (b) in defending
any civil proceedings brought by the company, or an associated company, in
which
judgment is given against him, or (c) in connection with any application under
any of the following provisions in which the court refuses to grant him relief,
namely–
(i)
section 144(3) or (4) (acquisition of shares by innocent nominee), or (ii)
section 727 (general power to grant relief in case of honest and reasonable
conduct).
(5)
In
paragraph (a), (b) or (c) of subsection (4) the reference to any such
conviction, judgment or refusal of relief is a reference to one that has become
final.
(6)
For
the purposes subsection (5) a conviction, judgment or refusal of relief becomes
final–
(a)
if not
appealed against, at the end of the period for bringing an appeal, or (b) if
appealed against, at the time when the appeal (or any further appeal) is
disposed of.
(7)
An
appeal is disposed of–
(a)
if it
is determined and the period for bringing any further appeal has ended, or
(b)
if it is abandoned or otherwise ceases to have effect.
(8)
In
this section “associated company” and “provision” have the same meaning as in
Section 309A.
Section
727 of the Companies Act 1985 provides:
“(1)
If in
any proceedings for negligence, default, breach of duty or breach of trust
against an officer of a company or a person employed by a company as auditor
(whether he is or is not an officer of the company) it appears to the court
hearing the case that that officer or person is or may be liable in respect
of
the negligence, default, breach of duty or breach of trust, but that he has
acted honestly and reasonably, and that having regard to all the circumstances
of the case (including those connected with his appointment) he ought fairly
to
be excused for the negligence, default, breach of duty or breach of trust,
that
the court may relieve him, either wholly or partly, from his liability on such
terms as it thinks fit.
(2)
If any
such officer or person as above-mentioned has reason to apprehend that any
claim
will or might be made against him in respect of any negligence, default, breach
of duty or breach of trust, he may apply to the court for relief; and the court
on the application has the same power to relieve him as under this section
it
would have had if it had been a court before which proceedings against that
person for negligence, default, breach of duty or breach of trust had been
brought.
(3)
Where
a case to which subsection (1) applies is being tried by a judge with a jury,
the judge, after hearing the evidence, may, if he is satisfied that the
defendant or defender ought in pursuance of that subsection to be relieved
either in whole or in part from the liability sought to be enforced against
him,
withdraw the case in whole or in part from the jury and forthwith direct
judgment to be entered for the defendant or defender on such terms as to costs
or otherwise as the judge may think proper”.
Any
underwriters of securities registered on this registration statement will each
agree, severally, to indemnify the Company’s directors, the Company’s officers
who sign the registration statement and the Company’s authorized representative
in the United States from and against certain civil liabilities based on
information relating to such underwriter furnished in writing by such
underwriter expressly for use herein.
The
Company will agree to indemnify the Company’s authorized representative in the
United States from and against certain directors’ and officers’
liabilities.
In
addition, the Company has obtained directors’ and officers’ insurance coverage,
which, subject to policy terms and limitations, includes coverage to reimburse
the Company for amounts that it may be required or permitted by law to pay
directors or officers of the Company and its consolidated
subsidiaries.
Item
9. Exhibits
EXHIBIT
INDEX
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Number
|
Description
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1.1
|
Form
of Underwriting Agreement for the U.S. dollar-denominated preference
shares.
|
|
4.4
|
Memorandum
and Articles of Association of Lloyds TSB Group plc,
as
amended (filed as Exhibit 1 to Form 20-F for the fiscal year ended
December 31, 2006).
|
|
4.5
|
Deposit
Agreement among Lloyds
TSB
Group plc, The Bank of New York and all holders from
time to time of American Depositary Receipts issued thereunder, including
the Form of the American Depositary
Receipt.
|
|
5.1
|
Opinion
of Dundas & Wilson CS LLP, Scottish solicitors to Lloyds
TSB
Group plc, as to the legality of the Non-Cumulative U.S.
dollar-denominated Preference Shares.
|
|
23.1
|
Consent
of Dundas & Wilson CS LLP (included in Exhibit 5.1
above).
|
|
23.2
|
Consent
of PricewaterhouseCoopers LLP.
|
|
23.3
|
Consent
of Davis Polk & Wardwell.
|
| 23.4 |
Consent
of Linklaters LLP.
|
|
24
|
Powers
of Attorney (included on signature page to the registration
statement).
|
Item
10. Undertakings
The
undersigned registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act
of
1933, as amended (the “Securities Act”);
(ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than
a
20 percent change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration statement;
and
(iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided,
however, that paragraphs (1)(i) and (1)(ii) above shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) that are incorporated by reference in this
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of this registration statement.
(2)
That,
for the purpose of determining any liability under the Securities Act, each
such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
To
file a post-effective amendment to the registration statement to include any
financial statements required by Item 8.A. of Form 20-F, or to incorporate
such
financial statements by reference to a report filed pursuant to the Exchange
Act, at the start of any delayed offering or throughout a continuous
offering.
(5)
That,
for the purpose of determining liability under the Securities Act of 1933 to
any
purchaser:
(i) each
prospectus filed by a registrant pursuant to Rule 424(b)(3) shall he deemed
to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(ii) each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7)
as
part of the registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(l)(i), (vii) or (x) for the purpose
of providing the information required by Section 10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of securities
in
the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which the prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof;
provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as
to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any
statement
that was made in the registration statement or prospectus that was part of
the
registration statement or made in any such document immediately prior to such
effective date.
(6)
That,
for the purpose of determining liability under the Securities Act of 1933 to
any
purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless
of
the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, such undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) any
preliminary prospectus or prospectus of such undersigned registrant relating
to
the offering required to be filed pursuant to Rule 424;
(ii) any
free writing prospectus relating to the offering prepared by or on behalf of
such undersigned registrant or used or referred to by such undersigned
registrant;
(iii) the
portion of any other free writing prospectus relating to the offering containing
material information about such undersigned registrant or its securities
provided by or on behalf of such undersigned registrant; and
(iv) any
other communication that is an offer in the offering made by such undersigned
registrant to the purchaser.
(7)
The undersigned registrant hereby undertakes
that, for the purposes of determining any liability under the Securities Act
of
1933, each filing of the registrant's annual report pursuant to Section 13(a)
or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(8)
For
the purposes of determining any liability under the Securities Act of 1933,
the
information omitted from the form of the prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(9)
For
the purpose of determining any liability under the Securities Act of 1933,
each
post-effective amendment that contains a form of prospectus shall be deemed
to
be a new registration statement relating to the securities offered therein,
and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(10)
For
the purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar
as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by a final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement on Form F-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in London, England, on the 15th day of June, 2007.
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LLOYDS
TSB GROUP PLC
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By:
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/s/ Helen
A Weir |
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Name:
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Helen
A Weir |
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Title: |
Group
Finance Director |
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KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Mr J.E. Daniels, Mr M.E. Fairey, Ms T.A. Dial, Mr
A.G.
Kane, Mr G.T. Tate and Mrs H.A. Weir and each of them (with full power to each
of them to act alone) his true and lawful attorney-in-fact and agent, with
full
power of substitution, and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this registration statement or any registration
statement in connection herewith that is to be effective upon filing pursuant
to
Rule 462(b) of the Securities Act of 1933, as amended, and to file the same
with
all exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities indicated
on the 15th day of June, 2007.
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Signature
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Title
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| /s/
Sir
Victor Blank |
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Sir
Victor Blank
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(Chairman)
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| /s/
Wolfgang
C G Berndt |
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Wolfgang
C G Berndt
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(Director)
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| /s/
Ewan
Brown |
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Ewan
Brown
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(Chairman
of Lloyds TSB Scotland plc)
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| /s/
Jan
P du Plessis |
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Jan
P du Plessis
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(Director)
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| /s/
Gavin
J N Gemmell |
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Gavin
J N Gemmell
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(Chairman
of Scottish Widows plc)
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| /s/
Sir
Julian Horn-Smith |
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Sir
Julian Horn-Smith
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(Director)
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| /s/
Philip
N Green |
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Philip
N Green
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(Director)
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Signature
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Title
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| /s/
Lord
Leitch |
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Lord
Leitch
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(Director)
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| /s/
J
Eric Daniels |
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J
Eric Daniels
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(Group
Chief Executive)
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(Principal
Executive Officer)
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| /s/
Michael
E Fairey |
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Michael
E Fairey
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(Deputy
Group Chief Executive)
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| /s/
Terri
A Dial |
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Terri
A Dial
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(Group
Executive Director, U.K. Retail Banking)
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| /s/
Archie
G Kane |
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Archie
G Kane
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(Group
Executive Director, Insurance and Investments)
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| /s/
G
Truett Tate |
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G
Truett Tate
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(Group
Executive Director, Wholesale and International
Banking)
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| /s/
Helen
A Weir |
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Helen
A Weir
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(Group
Finance Director)
(Principal
Financial and Accounting Officer)
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| /s/
Kevin
P McKendry |
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Kevin
P McKendry
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(Authorized
U.S. Representative)
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EXHIBIT
INDEX
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Number
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Description
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1.1
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Form
of Underwriting Agreement for the U.S. dollar-denominated preference
shares.
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4.4
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Memorandum
and Articles of Association of Lloyds TSB Group plc,
as
amended (filed as Exhibit 1 to Form 20-F for the fiscal year ended
December 31, 2006).
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4.5
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Deposit
Agreement among Lloyds
TSB
Group plc, The Bank of New York and all holders from
time to time of American Depositary Receipts issued thereunder, including
the Form of the American Depositary
Receipt.
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5.1
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Opinion
of Dundas & Wilson CS LLP, Scottish solicitors to Lloyds
TSB
Group plc, as to the legality of the Non-Cumulative U.S.
dollar-denominated Preference Shares.
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23.1
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Consent
of Dundas & Wilson CS LLP (included in Exhibit 5.1
above).
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23.2
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Consent
of PricewaterhouseCoopers LLP.
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23.3
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Consent
of Davis Polk & Wardwell.
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| 23.4 |
Consent
of Linklaters LLP.
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24
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Powers
of Attorney (included on signature page to the registration
statement).
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