ロイズ・バンキング・グループ・ピーエルシー 外国会社臨時報告書
| 提出書類 | 外国会社臨時報告書 |
|---|---|
| 提出日 | |
| 提出者 | ロイズ・バンキング・グループ・ピーエルシー |
| カテゴリ | 外国会社臨時報告書 |
EDINET提出書類
ロイズ・バンキング・グループ・ピーエルシー(E32868)
外国会社臨時報告書
【表紙】
【提出書類】 外国会社臨時報告書
【提出先】 関東財務局長
【提出日】 令和元年９月 30 日
【会社名】 ロイズ・バンキング・グループ・ピーエルシー
(Lloyds Banking Group plc)
【代表者の役職氏名】 グループ・キャピタル・マネジメント・アンド・イシュアン
ス・ディレクター
リチャード・シュリンプトン
(Richard Shrimpton, Group Capital Management and Issuance
Director )
【本店の所在の場所】 連合王国 EH1 1YZ エディンバラ市ザ・マウンド
(The Mound, Edinburgh EH1 1YZ, UK)
【代理人の氏名又は名称】 弁護士 神 田 英 一
【代理人の住所又は所在地】 東京都千代田区丸の内１丁目１番１号パレスビル３階
クリフォードチャンス法律事務所外国法共同事業
【電話番号】 03-6632-6600
【事務連絡者氏名】 弁護士 芦 澤 千 尋
弁護士 大 塚 圭 介
【連絡場所】 東京都千代田区丸の内１丁目１番１号パレスビル３階
クリフォードチャンス法律事務所外国法共同事業
【電話番号】 03-6632-6600
【縦覧に供する場所】 該当なし
( 注１ ) 別段の記載のない限り、本書中の「ポンド」は英国スターリングポンドを、「米ドル」または「ドル」は
アメリカ合衆国ドルを、「円」は日本円を指す。
( 注２ ) 2019 年９月４日（日本時間）現在における株式会社三菱 UFJ 銀行発表の対顧客電信直物売買相場のポンドの
日本円に対する仲値は、１ポンド＝ 128.15 円であった。本書において記載されているポンドの日本円への
換算はかかる換算率によって便宜上なされているもので、将来の換算率を表するものではない。
( 注３ ) 2019 年９月４日（日本時間）現在における株式会社三菱 UFJ 銀行発表の対顧客電信直物売買相場の米ドルの
日本円に対する仲値は、１米ドル＝ 105.93 円であった。本書において記載されているポンドの日本円への
換算はかかる換算率によって便宜上なされているもので、将来の換算率を表するものではない。
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EDINET提出書類
ロイズ・バンキング・グループ・ピーエルシー(E32868)
外国会社臨時報告書
１【提出理由】
ロイズ・バンキング・グループ・ピーエルシー（以下「当社」又は「 Company 」という。）は、本邦以
外の地域において新株予約権証券（以下「 share acquisition rights 」ともいう。）の募集を開始したた
め、金融商品取引法第 24 条の５第４項および第 15 項ならびに企業内容等の開示に関する内閣府令第 19 条
第２項第１号の規定に基づき、本外国会社臨時報告書を提出する。
本募集は、 2007 年５月９日付の当社年次株主総会において承認（ 2017 年５月 11 日付の当社年次株主総会
において更新）されたロイズ・バンキング・グループ従業員株式貯蓄制度規則（以下「 Sharesave
Rules 」という。）にしたがって、「 The Lloyds Banking Group Sharesave Scheme 2017 」と呼ばれる当社
の従業員株式貯蓄制度（以下「 Scheme 」という。）に基づき当社およびその他の指定された会社の一
定の従業員（以下「 Eligible Employee 」という。）に対して付与される、当社の普通株式（以下
「 Shares 」という。）を取得する権利（以下「 Option 」という。）に関するものである。
２【報告内容】
(1) Type and Name of Securities
Share acquisition rights
(2) Number of Share Acquisition Rights to be Issued
488,000,000 (Note 1)
(3) Issue Price
0 pound (JPY0)
(4) Aggregate Issue Price
(i) Aggregate Issue Price of Share Acquisition Rights
0 pound (JPY 0)
(ii) Total Amount to be Paid upon Exercise of Share Acquisition Rights
194,565,600 pound (JPY 24,933,581,640) (Note 2)
(5) Type, Terms and Number of Shares Subject of Share Acquisition Rights
(i) Type of Shares
Ordinary shares
(ii) Terms of Shares
(a) Rights
Shares issued on exercise of an Option rank equally in all respects with the Shares in issue on the date of
allotment. Such shares do not rank for any rights attaching to the Shares by reference to a record date
preceding the date of allotment.
Where Shares are to be transferred on the exercise of an Option , persons holding the Option including
their personal representatives (" Optionholders ") are entitled to all rights attaching to the Shares by
reference to a record date after the transfer date. The Optionholders are not entitled to rights before that
date.
(b) Consents
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EDINET提出書類
ロイズ・バンキング・グループ・ピーエルシー(E32868)
外国会社臨時報告書
All allotments, issues and transfers of Shares are subject to any necessary consents under any relevant
enactments or regulations for the time being in force in the United Kingdom or elsewhere. The
Optionholder is responsible for complying with any requirements to obtain or avoid the need for any such
consent.
(c) Articles of Association
Any Shares acquired on the exercise of Options are subject to the Articles of Association of the Company
from time to time in force.
(iii) Number of Shares
488,000,000 shares (Note 1)
(6) Amount to be Paid upon Exercise of Share Acquisition Rights
39.87 pence (JPY 51.09) (the "Option Price ") (Note 3)
(7) Exercise Period of Share Acquisition Rights
From 1 January 202 3 to 30 June 202 3 (Note 4)
(8) Conditions for Exercise of Share Acquisition Rights
(i) Definitions
In these conditions:
"Acquiring Company " is any company which has obtained Control of the Company or has become entitled and
bound as mentioned in paragraph (xi) below as a result of events specified in paragraphs (vii), (x) or (xi);
"Associated Company " has the meaning given to it by paragraph 47(1) of Schedule 3 to ITEPA ;
"Bonus Date " means the date on which the bonus becomes payable under the terms of the relevant Savings
Contract ;
"Contribution " means a contribution under a Savings Contract ;
"Control " has the meaning given to it by Section 995 of the Income Tax Act 2007 of the United Kingdom ;
"Date of Grant " means the date on which an Option is granted (i.e. on or before 10 October 2018 as referred to
in (15) below);
"Directors " means the board of directors of the Company or a duly authorised committee of the B oard or any
other duly authorised person (in this definition "duly authorised " means in accordance with the Company's
articles of association) ;
"HMRC " means Her Majesty's Revenue and Customs;
"ITEPA " means the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom;
"Participating Company " means:
(a) the Company ;
(b) any S ubsidiary designated by the Directors ;
(c) any jointly-owned company (within the meaning of paragraph 46 of Schedule 3 to the ITEPA ) designated
by the Directors ; and
(d) any other entity designated by the Directors so long as the Scheme remains a plan in relation to which the
requirements of Parts 2 to 7 of Schedule 3 to the ITEPA are being met.
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EDINET提出書類
ロイズ・バンキング・グループ・ピーエルシー(E32868)
外国会社臨時報告書
"Savings Contract " means a contract under a certified SAYE savings arrangement, within the meaning of
paragraph 24(1) of Schedule 3 to the ITEPA ;
"Schedule 3 " means Schedule 3 to the ITEPA ;
"Subsidiary " means a company which is:
(a) a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006 of the United
Kingdom; and
(b) under the Control of the Company .
(ii) Exercise
Ex cept where exercise is permitted as described in paragraphs (iv ) to (xiii ) below, an Option can only be
exercised:
(a) during the period of six months after the Bonus Date ; and
(b) so long as the Optionholder is a director or employee of the Participating Company .
(iii) Lapse
An Option will lapse on the earliest of:
(a) the date the Optionholder ceases to be a director or employee of a Participating Company , unless any of the
provisions of paragraphs (iv) to (xiii ) below apply;
(b) the date on which the Optionholder is deemed to give notice under the Savings Contract of the intention to stop
paying contributions under the Savings Contract ;
(c) the date on which the Optionholder stops paying contributions under the Savings Contract unless any of the
provisions of paragraphs (iv) to (xiii ) below apply;
(d) the expiry of any period specified in paragraphs (iv) to (xiii ) below; or
(e) six months after the Bonus Date unless paragraph (vi) below applies.
(iv) Cessation of employment
(a) An Option may be exercised by the Optionholder within 6 months after such Optionholder ceases to be a
director or an employee of a Participating Company for one of the reasons set out below. The reasons are:
1)
injury, disability, redundancy within the meaning of the Employment Rights Act 1996;
2) retirement;
3)
a relevant transfer within the meaning of the Transfer of Undertakings (Protection of
Employment) Regulations 2006;
4)
if the Optionholder holds office or is employed by the Associated Company which ceases to
be an Associated Company by reason of a change of control (as determined in accordance
with Section 450 and 451 of the Corporation Tax Act 2010 of the United Kingdom);
5)
the Optionholder's office or employment being in a company of which the Company ceases
to have Control ; and
6)
the business or part of a business in which the Optionholder works being transferred to a
company which is neither an Associated Company nor a company of which the Company
has Control .
(b) If the Optionholder ceases to be a director or employee of a Participating Company more than three years
after the Date of Grant by reason of retirement with the agreement of the Optionholder's employer the
option may be exercised within six months after leaving.
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EDINET提出書類
ロイズ・バンキング・グループ・ピーエルシー(E32868)
外国会社臨時報告書
(c) For the purposes of the provisions of this paragraph (iv), an Optionholder is not treated as ceasing to be a
director or employee of a Participating Company until such Optionholder has ceased to be a director or
employee of:
1)
the Company;
2)
an Associated Company; and
3)
a company under the control of the Company.
(d) The provisions of this paragraph (iv) apply if an Optionholder :
1)
ceases to be a director or employee of a Participating Company but on or immediately
after the date of cessation is a director or employee of an Associated Company , and
2)
subsequently ceases to be a director or employee of an Associated Company .
When the provisions of this paragraph (iv) apply, the Option can be exercised if the reason for the
Optionholder ceasing to be a director or employee of the Participating Company (not the Associated
Company ) was one of the reasons set out in paragraph (iv)(a) above.
(v) Employment with an Associated Company
If the Optionholder is on the Bonus Date an employee or director of the Associated Company or a company of
which the Company has Control , the Option may be exercised within six months of that date.
(vi) Death
If the Optionholder dies, the Option may be exercised by the Optionholder's personal representatives within
one year after:
(a) the date of the Optionholder's death if death occurred before the relevant Bonus Date ; or
(b) the Bonus Date if the death occurred on or within six months after the relevant Bonus Date .
(vii) Takeovers
The provisions of this paragraph (vii) apply where a person (or a group of persons acting in concert) obtains
Control of the Company as a result of making a general offer to acquire Shares which falls within paragraph 37
(3) of Schedule 3 .
When the provisions of this paragraph (vii) apply Options may, subject to the provisions of paragraphs (x) and
(xi) below, be exercised within the 6 month period after the person making the offer has obtained Control of
the Company and any condition subject to which the offer is made has been satisfied.
The Options will lapse at the end of the 6 month period unless the Directors give written notice to all the
Optionholders before the end of the 6 month period that the Options will not lapse.
(viii) Section 979 notice
The provisions of this paragraph (viii) apply if a person (or a group of persons acting in concert) becomes
bound or entitled to acquire Shares by serving a notice under section 979 of the Companies Act 2006 of the
United Kingdom or other local legislation which HMRC agrees is equivalent (a "section 979 notice "). Subject
to the provisions of paragraphs (x) and (xi) below , Options may be exercised at any time when that person
remains so bound or entitled, which is the period of six weeks from the date of the section 979 notice.
(ix) Company reconstructions
If, under section 899 of the Companies Act 2006 of the United Kingdom, a court sanctions a compromise or
arrangement falling within paragraph 37(4) of Schedule 3 , Options may, subject to the provisions of
paragraphs (x) and (xi) below , be exercised within the 6 month period after the date of the sanction.
(x) Shares no longer within Schedule 3
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EDINET提出書類
ロイズ・バンキング・グループ・ピーエルシー(E32868)
外国会社臨時報告書
The provisions of this paragraph (x) apply where:
(a) the provisions of paragraph (vii) above apply;
(b) a person obtains Control of the Company as a result of a compromise or arrangement mentioned in the
provisions of paragraph (ix) above; or
(c) a person is bound or entitled to acquire Shares as described in the provisions of paragraph (viii) above.
and, as a result of the event by virtue of which that provisions apply, Shares in the Company would no longer
meet the requirements of paragraphs 18 to 22 of Schedule 3 .
If the provisions of this paragraph (x) apply, Options may be exercised under those provisions during a 20 day
period after the relevant event and any Options not so exercised will, unless the Directors decide otherwise,
lapse at the end of that period.
(xi) Reorganisation or merger
If the provisions of this paragraph (xi) apply, no Options are exercisable. Instead all Options are exchanged
during the period set out in paragraph 38(3) of Schedule 3 .
The provisions of this paragraph (xi) apply when:
(a) an Acquiring Company has obtained Control of the Company or has become entitled and bound as
mentioned in paragraph (viii) above;
(b) the shareholders of the Acquiring Company , immediately after it has obtained Control , are substantially the
same as the shareholders of the Company immediately before then or the obtaining of Control amounts to
a merger with the Company ; and
(c) the Acquiring Company consents to the exchange of Options under the provisions of this paragraph (xi).
(xii) Winding-up
If the Company passes a resolution for its voluntary winding-up, Options may be exercised within six months
after the date of the resolution. However, the issue of Shares after such exercise has to be authorised by the
liquidator or the court (if appropriate), and the Optionholder must apply for this authority and pay the
application cost. Any Options not exercised during that period will lapse at the end of the period.
(xiii) Priority
If there is any conflict between any of the provisions in paragraphs (ii) to (xii) above, the provision which
results in the shortest exercise period will prevail.
(xiv) Limit of exercise
An Optionholder's Option may be exercised using funds equal to or less than the amount repayable under the
Savings Contract , including any bonus or interest. An Optionholder can only use Contributions made before
the date of exercise of the Option , and any bonus or interest on them.
(xv) Manner of exercise
Options must be exercised by notice in writing, by telephone, e-mail or other electronic format or such other
format agreed by the Company in a form specified by the Company completed by the Optionholder or by the
Optionholder's agent and delivered to the Company or its agent. The Optionholder must also send:
(a) if the Company so requires, the relevant option certificate or statement; and either
(b) payment in full and evidence of the termination of the Savings Contract ; or
(c) authority to terminate the Savings Contract and use the amount needed to acquire the number of Shares over
which the Option is being exercised.
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EDINET提出書類
ロイズ・バンキング・グループ・ピーエルシー(E32868)
外国会社臨時報告書
Payment in full or authority to terminate the savings contract may, as specified by the Directors , be made to the
Company or to its agent. The exercise of the Option is effective on the date of receipt by the Company or its agent
of the notice, the option certificate or statement (if required) and the relevant payment or authority.
(xvi) Part exercise
Subject to any other restriction in the provisions set out herein or the Sharesave Rules, Options may be
exercised in respect of all the Shares under the Options or some only of the Shares . However, Options must be
exercised for at least 100 Shares each and may be exercised only in multiples of 100 Shares . These restrictions
do not apply where an Opt ion is exercised to the full extent possible at the time.
If an Option is exercised in part, and the balance remains exercisable, the Directors may on the surrender of the
relevant certificate or statement issue a balance certificate or statement.
(9) Amount to be Accounted as Paid-in Capital out of Issue Price of Shares upon Exercise of Share Acquisition Rights
Total amount to be accounted as paid-in capital: up to 194,565,600 pound (JPY 24,933,581, 640) (Note 2)
(10) Matters relating to Transfer of Share Acquisition Rights
An Optionholder must not transfer, assign or otherwise dispose of an Option or any rights in respect of it.
(11) Method of Issuance
Allotment to Eligible Employees who elect to participate in the Scheme .
(12) Name of Underwriter
Not applicable.
(13) Places of Offering
United Kingdom, Isle of Man, the Channel Islands and Gibraltar
(14) Total Amount of Proceeds from the Issuance of Shares , and Details, Amounts and Expected Timing of Expenditure
for Each Purpose
(i) Total Amount of Proceeds
Up to 194,565,600 pound (JPY 24,933,581,640) (Note 2)
(ii) Use of Proceeds
General corporate purposes.
(15) Date of Issuance
On or before10 October 2018 (Note 5)
Option s will be granted to each Eligible Employee on such date of issuance who has submitted and not withdrawn a
valid application for Options .
(16) Name of Financial Instruments Exchange where the Securities are to be listed
Not applicable.
(17) Amount of Issued Share Capital and Number of Issued Shares (as of 30 September 2019)
(i) Amount of Issued Share Capital
7,298,863,425.15 pound (JPY93,403,847,933) and 202,290 US dollar (JPY21,428,580)
(ii) Number of Issued Shares
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EDINET提出書類
ロイズ・バンキング・グループ・ピーエルシー(E32868)
外国会社臨時報告書
71,163,592,264
Ordinary shares
9.75% Non-Cumulative Irredeemable Preference
55,740,886
shares
9.25% Non-Cumulative Irredeemable Preference
299,987,729
shares
56,472,211
6.475% Non-Cumulative Preference shares
6.3673% Non-Cumulative Fixed/Floating Rate
2,925
Preference shares
6% Non-Cumulative Redeemable Preference
400
shares
374,810
6.413% Non-Cumulative Fixed/Floating Rate
Callable Preference shares
434,350
6.657% Non-Cumulative Fixed/Floating Rate
Callable Preference shares
Total 71,576,605,575
(Note 1) The Company has set a limit of 488,000,000 Options that are available under the Scheme (the
"Limit ") and if valid applications are received for a total amount of Options in excess of the
Limit, the Company will apply a reduction to monthly savings amounts to ensure that the number
of Options to be granted does not exceed the Limit . Accordingly, the Number of Share
Acquisition Rights to be Issued and the Number of Shares are stated on the assumption that a
sufficient number of Eligible Employees will make valid applications for a sufficient amount of
Options to reach the Limit, the number of Shares available will be sufficient to enable
488,000,000 Options to be granted to such Eligible Employees, such Eligible Employees will
make full payments of 36 monthly contributions under the Scheme, Shares will be acquired at the
Option Price, and such all Eligible Employees will exercise Options in full using all funds in the
relevant savings accounts . The actual number of share acquisition rights to be issued will be
determined on or around 27 September 2019.
(Note 2) This number is an estimate calculated on the assumption that a sufficient number of Eligible
Employees will make valid applications for a sufficient amount of Options to reach the Limit, the
number of Shares available will be sufficient to enable 488,000,000 Options to be granted to such
Eligible Employees, such Eligible Employees will make full payments of 36 monthly
contributions under the Scheme, Shares will be acquired at the Option Price, and such all Eligible
Employees will exercise Options in full using all funds in the relevant savings accounts.
(Note 3) This fixed Option Price was calculated based on the mid-market closing price of a Lloyds
Banking Group share on 30 August 2018 and communicated to Eligible Employees when they
were invited to the Scheme . The Japanese yen amount is rounded to the nearest hundredth.
(Note 4) The exercise period terminates on 30 June 2023 if there are no outstanding monthly payments .
This deadline will be postponed by the number of months that Optionholders have missed, up to a
maximum of twelve months.
(Note 5) If the Limit is exceeded due to the volume of applications, the Company will apply a reduction to
monthly savings amount and this date of issuance will be delayed to 10 October 2019. Whether
or not the Limit has been exceeded will be announced on or after 27 September 2019.
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