Royal Bk Scot.Grp. (RBS) - Liability Management Exercise
RNS Number : 2093J
Royal Bank of Scotland Group PLC
25 March 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT
IN THE UNITED STATES, ITALY, JAPAN OR AUSTRALIA, OR TO US PERSONS
(SEE "OFFER RESTRICTIONS" BELOW)
25 March 2010
THE ROYAL BANK OF SCOTLAND GROUP PLC ANNOUNCES PROPOSED LIABILITY MANAGEMENT
EXERCISE
The Royal Bank of Scotland Group plc ("RBSG" and, together with its
subsidiaries, the "Group") announces that Group members intend to launch a
liability management exercise consisting of (1) an invitation to holders of
certain existing upper tier 2 debt securities of the Group to offer to
exchange any or all of such securities for new senior unsecured notes of The
Royal Bank of Scotland plc ("RBS") (the "Exchange Offer") and (2) invitations
to holders of certain classes of existing preference shares, trust preferred
securities and tier one notes of the Group to tender such securities for
purchase by RBSG and National Westminster Bank Public Limited Company
("NatWest") for cash (the "Tender Offers"). The Exchange Offer will be made on
the terms and subject to the conditions set out in an Exchange Offer
Memorandum (the "Exchange Offer Memorandum") and the Tender Offers will be
made on the terms and subject to the conditions set out in a Tender Offer
Memorandum (the "Tender Offer Memorandum"), each to be published in due course
and, when so published, available from the registered office of RBSG. RBSG
expects to announce the Exchange Offer and the Tender Offers in early April
and will seek shareholder approvals as required, at a general meeting of
shareholders scheduled to take place on 28 April 2010 (the "GM").
RBSG and NatWest have also today announced their intention to launch a
liability management exercise consisting of tender offers (the "U.S. Tender
Offers") in respect of certain other classes of existing preference shares,
trust preferred securities and capital and tier one securities which are being
made in compliance with U.S. tender offer rules. Details of the U.S. Tender
Offers are set out in a separate press release dated the date hereof.
THE EXCHANGE OFFERS
Subject to certain restrictions, as will be set out in the Exchange Offer
Memorandum (certain of which are set out below), holders (the "Exchange
Holders") of the securities listed below (the "Exchange Securities") will be
invited by RBS to offer to exchange their Exchange Securities for new notes
constituting senior unsecured debt of RBS (the "New Notes"). The New Notes
will be issued by RBS under the £90,000,000,000 Euro Medium Term Note
Programme of RBSG and RBS.
The Exchange Securities (which comprise upper tier 2 capital of the Group) and
the Exchange Price for the New Notes are as follows (shown alpha-numerically
by ISIN):
Exchange Securities New Notes
Amount Exchange
outstanding Price
ISIN Issuer Title of Existing Securities (m) (per cent.)
CA780097AR28 RBS CAD700,000,000 5.37 per cent. CAD700.00 73.00
Fixed/Floating Undated
Subordinated Callable Step-Up
Notes
GB0006267073 NATWEST U.S.$500,000,000 Primary Capital U.S.$331.70 60.00
Floating Rate Notes Series A
GB0006267180 NATWEST U.S.$500,000,000 Primary Capital U.S.$293.04 60.00
Floating Rate Notes Series B
GB0007547507 RBSG U.S.$350,000,000 Undated U.S.$163.30 60.00
Floating Rate Primary Capital
Notes
LU0001547172 NATWEST U.S.$500,000,000 Primary Capital U.S.$311.64 60.00
Floating Rate Notes Series C
XS0041078535/ NATWEST £200,000,000 11.5 per cent. £54.77 100.00
GB0006210255 Undated Subordinated Notes
XS0045071932 RBS £200,000,000 9.50 per cent. £145.44 100.00
Undated Subordinated Bonds
XS0102480786 NATWEST €100,000,000 Floating Rate €100.00 80.00
Undated Subordinated Notes
XS0102480869 NATWEST €400,000,000 Fixed/Floating Rate €400.00 80.00
Undated Subordinated Notes
XS0102493508 NATWEST £325,000,000 7.625 per cent. £161.73 81.00
Undated Subordinated Step-Up
Notes
XS0102493680 NATWEST £200,000,000 7.125 per cent. £126.80 85.00
Undated Subordinated Step-Up
Notes
XS0116447599 RBS £175,000,000 7.375 per cent. £95.77 81.00
Fixed Rate Undated Subordinated
Notes
XS0137784426 RBS £350,000,000 6.25 per cent. £117.40 80.00
Fixed Rate Undated Subordinated
Notes
XS0138939854 RBS £350,000,000 5.625 per cent. £200.53 78.00
Fixed Rate Undated Subordinated
Notes
XS0144810529 RBS £500,000,000 6.20 per cent. £173.84 82.00
Fixed Rate Undated Subordinated
Notes
XS0154144132 RBS £300,000,000 5.625 per cent. £283.45 78.00
Fixed Rate Undated Subordinated
Notes
XS0164828385 RBS £500,000,000 5.125 per cent. £178.12 80.00
Fixed Rate Undated Subordinated
Notes
XS0193721544 RBS £500,000,000 6.0 per cent. Fixed £137.69 80.00
Rate Undated Subordinated Notes
XS0195230635 RBS €500,000,000 5.125 per cent. €197.12 80.00
Fixed/ Floating Rate Undated
Subordinated Notes
XS0195231526 RBS €1,000,000,000 Floating Rate €242.56 68.00
Undated Subordinated Notes
XS0206633082 RBS £600,000,000 5.50 per cent. £260.02 78.00
Fixed Rate Undated Subordinated
Notes
XS0247645160 RBS £400,000,000 5.0 per cent. £190.05 78.00
Fixed/Floating Undated
Subordinated Callable Step-Up
Notes
Upon pricing of the New Notes, the Exchange Price listed in the table above
will be divided by the new issue price of the New Notes to determine the
exchange ratio for each series of Exchange Securities. Holders whose offers
are accepted by RBS will receive an aggregate principal amount of the relevant
series of New Notes calculated by multiplying (i) the aggregate principal
amount of the relevant series of Exchange Securities accepted for exchange by
RBS and (ii) the exchange ratio for such series of Exchange Securities.
Further details in relation to pricing of the New Not