EFTA01453470.pdf

NAME WILL NEED TO BE DISCLOSED. PERSHING WILL DISCLOSE AS REQUIRED.+++++++ UPDATE: THE AGENT HAS ADVISED HOLDERS MAY EXCHANGE THEIR NOTES IN A MINIMUM DENOMINATION OF USD1,000 AND MULTIPLES THEREOF. +UPDATE 03/13/14: THE CONVERSION PRICE OF THE NEW NOTES IS USD1.072 NOT USD1,072 AS PREVIOUSLY ANNOUNCED. + NO MAILING WILL BE MADE TO HOLDERS. IF YOU ARE ELIGIBLE AND WISH TO REQUEST A COPY OF THE MATERIAL PLEASE SEND A SERVICE CENTER TO CORPORATE ACTIONS, VOLUNTARY, OFFER - EXPIRING. FOREIGN RESTRICTIONS: RESTRICTIONS APPLY TO BENEFICIAL HOLDERS IN THE SWITZERLAND, UNITED KINGDOM, ISLE OF MAN, JERSEY, GUERNSEY, BELGIUM, FRANCE AND ITALY. GENERAL OFFER TERMS: IN 2009, LBG UNDERTOOK A SIGNIFICANT CAPITAL RAISING EXERCISE IN ORDER TO REINFORCE THE GROUP'S GOING-CONCERN CAPITAL RATIOS, AND TO MEET THE FINANCIAL SERVICE AUTHORITY'S STRESS REQUIREMENTS. AS A COMPONENT OF THE EXERCISE, THE GROUP ISSUED 33 SERIES OF ENHANCED CAPITAL NOTES (ECNS), WITH A NOMINAL OF USD8.48N (BRITISH POUNDS) CURRENTLY OUTSTANDING. THE EXISTING NOTES CONDITIONS OF THE ECNS INCLUDE A REGULATORY CALL RIGHT SHOULD, AMONGST OTHER THINGS, THE ECNS CEASE TO BE TAKEN INTO ACCOUNT FOR THE PURPOSES OF ANY STRESS TEST APPLIED BY THE PRA IN RESPECT OF CORE CAPITAL. WHILST STILL UNCERTAIN, MANAGEMENT OF LBG BELIEVE RECENT DEVELOPMENTS RESULTING IN HIGHER CAPITAL REQUIREMENTS FOR BANKS MAKE IT LIKELY THAT THE ECNS WILL NOT PROVIDE GOING CONCERN BENEFIT UNDER FUTURE STRESS TESTS. AS A RESULT THE GROUP'S CET1 RATIO IS SUBSTANTIALLY LOWER THAN THE CORE TIER ONE RATIO ON WHICH THE CONVERSION TRIGGER OF THE ECNS IS BASED. LBG IS LAUNCHING A PRIORITIZED EXCHANGE OFFER TO ELIGIBLE HOLDERS OF ECNS TO EXCHANGE THEIR ECNS FOR NEW ADDITIONAL TIER ONE SECURITIES AT A PRICE CONSISTENT WITH CURRENT TRADING PRICES. THE OFFER PROVIDES ELIGIBLE HOLDERS TO ELIMINATE THE UNCERTAINTY AROUND THE REGULATORY CALL RIGHT IN THE ECNS. IN ADDITION, SUCH EXCHANGE OFFERS ARE EXPECTED TO RESULT IN SUFFICIENT ADDITIONAL TIER ONE SECURITIES BEING ISSUED TO MEET THE GROUP'S MEDIUM-TERM ADDITIONAL TIER ONE TARGET. EXCHANGE RATIO FOR THE ABOVE NOTES: USD1,057.50 PRINCIPAL AMOUNT OF NEW NOTES PER USD1,000 PRINCIPAL AMOUNT OF OLD NOTES, PLUS ACCRUED AND UNPAID INTEREST, UP TO, BUT NOT INCLUDING, THE SETTLEMENT DATE, SUBJECT TO CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0 111074 CONFIDENTIAL SDNY_GM_00257258 EFTA01453470