Result of Tender Offer

RNS Number : 1504R

Royal Bank of Scotland Group PLC

24 April 2009

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY

(SEE 'OFFER RESTRICTIONS' BELOW)

April 24, 2009

RBS FINANCING LIMITED ANNOUNCES RESULTS OF ITS TENDER OFFER 

RBS Financing Limited ('RBSF'), a subsidiary of the Royal Bank of Scotland Group plc ('RBSG' and, together with its subsidiaries, the 'Group'), announced today the results of its tender offer (the 'Tender Offer') for any and all of the outstanding securities of ten different series issued by RBSG and certain of its affiliates. The Tender Offer consisted of a separate offer for each series of securities listed in the table at the end of this release (the 'Securities').  RBSF conducted the Tender Offer in accordance with an Offer to Purchase and, with respect to Securities held through the Depositary Trust Corporation ('DTC'), accompanying Letter of Transmittal, each dated March 26, 2009. Each offer made as part of the Tender Offer expired at 11:59 p.m., New York City time, on April 22, 2009, (the 'Expiration Time').

Results of the Tender Offer  

According to information provided by Global Bondholder Services Corporation and Lucid Issuer Services Limited, who serve as information agents with respect to the Tender Offer, as of the Expiration Time, an aggregate of approximately $4.1 billion principal amount of Securities were validly tendered.  This is expected to result in an aggregate purchase price for the tendered Securities of approximately $1.7 billion, to be paid on the expected settlement date of April 27, 2009. The table at the end of this release sets forth in detail the amount of Securities of each series validly tendered as of the Expiration Time.

Holders of Securities who validly tendered Securities prior to 5:00 p.m., New York City time, on April 8, 2009 (the 'Early Tender Time') will receive consideration for such Securities equal to the previously announced Total Consideration per $1,000 of principal amount of Securities tendered for the relevant series plus, in each case, accrued and unpaid interest from (and including) the immediately preceding interest payment date for such Securities to (but excluding) the settlement date.  Holders of Securities that validly tendered Securities after the Early Tender Time and prior to the Expiration Time will receive only the previously announced Tender Offer Consideration per $1,000 of principal amount of Securities tendered for the relevant series plus, in each case, accrued and unpaid interest from (and including) the immediately preceding interest payment date for such Securities to (but excluding) the settlement date.  

Securities that were not successfully tendered for purchase pursuant to the Tender Offer at or prior to the Expiration Time will remain outstanding following the Tender Offer.

General Information Regarding the Tender Offer

RBS Securities Inc. (formerly Greenwich Capital Markets, Inc.) acted as Arranger, Joint Dealer Manager and Global Coordinator for the Tender Offer.  UBS Securities LLC acted as Joint Dealer Manager and Global Coordinator for the Tender Offer.  Global Bondholder Services Corporation served as information agent with respect to those of the Securities that are represented by a global certificate that is registered in the name of DTC and, with respect to the 2007 RBSG Capital Securities (as defined in the table at the end of this release), the entire issue, including the portion of such issue that is held through Euroclear and/or Clearstream.  Lucid Issuer Services Limited acted as information agent with respect to those of the Securities that are held through Euroclear and/or Clearstream (but excluding the 2007 RBSG Capital Securities).  

Persons with questions regarding the Tender Offer should contact the designated parties at RBS Securities Inc. or UBS Securities LLC listed below:

RBS Securities Inc.  600 Steamboat Road Greenwich, CT 06830  USA Telephone: [phone] (U.S. Toll-free)    [phone] (Collect) Attention: Liability Management Michael Saron

UBS Securities LLC  677 Washington Boulevard Stamford, CT 06901-3707 USA Telephone: [phone] (U.S. Toll-free)    [phone] (Collect) Attention: Liability Management Group Hu Yang

RBSF also retained HSBC Securities (USA) Inc. to act as Global Coordinator in connection with the Tender Offer.  Any requests for copies of the Offer to Purchase or related documents may be directed to Global Bondholder Services Corporation or Lucid Issuer Services Limited, as applicable:

DTC Information Agent	Euroclear and Clearstream Securities Information Agent
Global Bondholder Services Corporation 65 Broadway New York, NY 10006 USA Toll-free: [phone] Banks and Brokers: [phone] Facsimile: [phone]	Lucid Issuer Services Limited 436 Essex Road London N1 3QP United Kingdom Telephone: [phone] Fax: [phone]

About RBSG

RBSG is the holding company of a large global banking and financial services group. Headquartered in Edinburgh, RBSG operates in the United Kingdom, the United States and internationally through its two principal subsidiaries, the Royal Bank of Scotland plc ('RBS') and National Westminster Bank ('NatWest'). Both RBS and NatWest are major UK clearing banks whose origins go back over 275 years. In the United States, RBSG's subsidiary Citizens Financial Group Inc. is a large commercial banking organization. RBSG has a large and diversified customer base and provides a wide range of products and services to personal, commercial and large corporate and institutional customers in over 50 countries.  

Disclaimer and Tender Offer Restrictions

This press release must be read in conjunction with the Offer to Purchase and accompanying Letter of Transmittal.  No offer to purchase any securities is being made pursuant to this press release. 

The distribution of this press release, the Offer to Purchase and the Letter of Transmittal in certain jurisdictions may be restricted by law. Persons into whose possession this press release and/or the Offer to Purchase and accompanying Letter of Transmittal comes are required to inform themselves about, and to observe, any such restrictions.

This press release is not being made, directly or indirectly, in the Republic of Italy (Italy). The Tender Offer and the Offer to Purchase were not submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of Securities are notified that, to the extent such holders are located or resident in Italy, the Tender Offer was not available to them and they were not permitted to tender Securities in the Tender Offer and, as such, any tender received from such persons shall be ineffective and void, and neither this press release, the Offer to Purchase, nor any other documents or materials relating to the Tender Offer may be distributed or made available in Italy.

  Results of the Tender Offer 

Code	Issuer	Title Of Securities	Earliest Redemption Date	Outstanding Principal Amount as of March 26, 2009	Aggregate Principal Amount Tendered as of the Expiration Time
ISIN:   XS0323865047/   US780097AS09 CUSIP:   6768DOCB4/   780097AS0	Royal Bank of Scotland Group plc	6.990% Fixed Rate/Floating Rate Preferred Capital Securities issued September 2007 (the “2007 RBSG Capital Securities”)	October 5, 2017	$1,600,000,000	$1,036,295,000
ISIN:   US780097AH44 CUSIP:   780097AH4	Royal Bank of Scotland Group plc	7.648% Dollar Perpetual Regulatory Tier One Securities, Series I issued August 2001 (the “2001 RBSG Capital Securities”)	September 30, 2031	$1,200,000,000	$438,254,000
ISIN:   GB0007547507	Royal Bank of Scotland Group plc	Undated Floating Rate Primary Capital Notes issued December 1985 (the “RBSG Capital Notes”)	December 13, 1990	$350,000,000	$186,700,000
ISIN:    US749274AA41 CUSIP:      749274AA4	RBS Capital Trust I	4.709% Non‑Cumulative Trust Preferred Securities issued May 2003 (the “RBS Capital Trust I TPSs”)	July 1, 2013	$850,000,000	$528,074,000
ISIN:   US74927PAA75 CUSIP:   74927PAA7	RBS Capital Trust II	6.425% Non‑Cumulative Trust Preferred Securities issued December 2003 (the “RBS Capital Trust II TPSs”)	January 3, 2034	$650,000,000	$256,427,000
ISIN:   US74927QAA58 CUSIP:   74927QAA5	RBS Capital Trust III	5.512% Non‑Cumulative Trust Preferred Securities issued August 2004 (the “RBS Capital Trust III TPSs”)	September 30, 2014	$950,000,000	$593,473,000
ISIN:   US74927FAA93 CUSIP:   74927FAA9	RBS Capital Trust IV	Floating Rate Non‑Cumulative Trust Preferred Securities issued August 2004 (the “RBS Capital Trust IV TPSs”)	September 30, 2014	$1,000,000,000	$529,799,000
ISIN:   GB0006267073	National Westminster Bank plc	Primary Capital Floating Rate Notes, (Series “A”) issued July 1985 (the “NatWest Series A Capital Notes”)	July 11, 1990	$500,000,000	$168,300,000
ISIN:   GB0006267180	National Westminster Bank plc	Primary Capital Floating Rate Notes, (Series “B”) issued July 1985 (the “NatWest Series B Capital Notes”)	August 24, 1990	$500,000,000	$206,960,000
ISIN:   LU0001547172 CUSIP:   638539A*7	National Westminster Bank plc	Primary Capital Floating Rate Notes, (Series “C”) issued November 1985 (the “NatWest Series C Capital Notes”)	November 30, 1990	$500,000,000	$188,360,000

 

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