Tender Offer Update

RNS Number : 4477Q

Royal Bank of Scotland Group PLC

09 April 2009

 

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

(SEE 'OFFER RESTRICTIONS' BELOW)

9 April 2009

RBS FINANCING LIMITED, A SUBSIDIARY OF THE ROYAL BANK OF SCOTLAND GROUP PLC, UPPER TIER 2 AND TIER 1 EXCHANGE OFFERS AND TENDER OFFERS UPDATE

On 26 March 2009, RBS Financing Limited ('RBSF'), a wholly-owned subsidiary of The Royal Bank of Scotland Group plc ('RBSG' and, together with its subsidiaries, the 'Group'), (1) invited holders of certain existing sterling Tier 1 and Upper Tier 2 securities of the Group to offer to exchange any or all of such securities, subject to certain restrictions set out in the Exchange Offer Memorandum, for new senior unsecured notes of The Royal Bank of Scotland plc (the 'Exchange Offers') and (2) invited holders of certain euro and US dollar Tier 1 and Upper Tier 2 securities of the Group to tender any or all of such securities for purchase by RBSF for cash (the 'Tender Offers').

The Exchange Offers

Further to its announcement of 26 March 2009, RBSF hereby informs holders that, as at the Early Exchange Deadline (being 4.00 p.m., London time, on 8 April 2009), an average of approximately 61 per cent. of the Existing Notes of each series have been offered for exchange pursuant to the Exchange Offers. The Expiration Deadline is 4.00 p.m., London time on 22 April 2009.

The Tender Offers

Further to its announcement of 26 March 2009, RBSF hereby informs holders that, as at the Early Tender Deadline (being 4.00 p.m., London time, on 8 April 2009), an average of approximately 64 per cent. of the Existing Notes of each series have been tendered for purchase pursuant to the Tender Offers. The Expiration Deadline is 4.00 p.m., London time on 22 April 2009.

General

The Exchange Offers are being made on the terms and subject to the conditions set out in an Exchange Offer Memorandum dated 26 March 2009 (the 'Exchange Offer Memorandum'). Existing Notes validly offered for exchange pursuant to the Exchange Offers prior to the Expiration Deadline but after 4.00 p.m. on 8 April 2009 and accepted by RBSF will be eligible for the Exchange Price and not the Early Exchange Price, as further described in the Exchange Offer Memorandum.

The Tender Offers are being made on the terms and subject to the conditions set out in a Tender Offer Memorandum dated 26 March 2009 (the 'Tender Offer Memorandum'). Existing Notes validly tendered pursuant to the Tender Offers prior to the Expiration Deadline but after 4.00 p.m. on 8 April 2009 and accepted by RBSF will be eligible for the Purchase Price and not the Early Tender Purchase Price, as further described in the Tender Offer Memorandum.

Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Exchange Offer Memorandum or Tender Offer Memorandum, as applicable.

Neither the Exchange Offers nor the Tender Offers are being made in the United States or Italy or to any U.S. person or to any person located or resident in Italy and are also restricted in other jurisdictions, as more fully described below and in the Exchange Offer Memorandum and Tender Offer Memorandum.

Requests for information in relation to the Exchange Offers or the Tender Offers should be directed to the Joint Dealer Managers in relation to the Exchange Offers and the Tender Offers, being The Royal Bank of Scotland Plc and UBS Limited:

Arranger, Joint Dealer Manager and Global Co-ordinator  The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR	Joint Dealer Manager and Global  Co-ordinator  UBS Limited 1 Finsbury Avenue London EC2M 2PP United Kingdom
Tel: [phone]/8056	Tel: [phone]
Fax: [phone]	Fax:[phone]
Attention: Liability Management Shazia Azim/Andrew Burton	Attention: Liability Management Group Mark T Watkins
email: [e-mail]/[e-mail]	email: [e-mail]

HSBC Bank plc (together with the Joint Dealer Managers, the 'Managers') is also acting as a Global Co-ordinator in the Exchange Offers and the Tender Offers. 

Requests for information in relation to the procedures for exchanging Exchange Offer Existing Notes or tendering Tender Offer Existing Notes (the Exchange Offer Existing Notes and the Tender Offer Existing Notes together, the 'Existing Notes') in, and for any documents or materials relating to, the Exchange Offers or the Tender Offers should be directed to the Exchange and Tender Agent (or the Registrar, in the case of the NatWest Subordinated Convertible Notes held outside of the Clearing Systems):

EXCHANGE AND TENDER AGENT

Lucid Issuer Services Limited 436 Essex Road London N1 3QP United Kingdom

Tel: [phone]

Fax: [phone]

Attention:  Sunjeeve Patel, Lee Pellicci, Yves Theis

email: [e-mail]

REGISTRAR

Computershare Investor Services PLC Corporate Actions Bristol BS99 6AH

Tel: [phone]

Fax: [phone]

Attention:  Steve Anderson

email: [e-mail]

DISCLAIMER

This announcement must be read in conjunction with the Exchange Offer Memorandum and the Tender Offer Memorandum. This announcement, the Exchange Offer Memorandum and the Tender Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Exchange Offers or the Tender Offers. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Exchange Offers or the Tender Offers. None of RBSF, RBSG, RBS, NatWest, RBS Capital Trust A, RBS Capital Trust B, RBS Capital Trust C, RBS Capital Trust D (together, the 'RBS Entities'), the Dealer Managers, the Exchange and Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Holders should participate in the Exchange Offers or the Tender Offers.

No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. None of this announcement, the Exchange Offer Memorandum or the Tender Offer Memorandum constitute an invitation to participate in the Exchange Offers or the Tender Offers in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws and offers of Existing Notes for exchange pursuant to the Exchange Offers and tenders of Existing Notes pursuant to the Tender Offers will not be accepted from Holders in any jurisdiction where such invitation or offer to exchange or tender is unlawful.

The distribution of this announcement, the Exchange Offer Memorandum and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Exchange Offer Memorandum and/or the Tender Offer Memorandum comes are required by each of the RBS Entities, the Dealer Managers and the Exchange and Tender Agent to inform themselves about, and to observe, any such restrictions.

OFFER RESTRICTIONS 

United States

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES

These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). The Exchange Offers and the Tender Offers are not being made, directly or indirectly, in or into the United States, or by use of the mails, or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States and neither the Exchange Offers nor the Tender Offers can be accepted by any such use, means, instrumentality or facility or from within the United States.

These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The New Notes mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the 'Securities Act'). The New Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

Italy

This announcement, the Exchange Offers and the Tender Offers are not being made, directly or indirectly, in the Republic of Italy (Italy). The Exchange Offers and Exchange Offer Memorandum and the Tender Offers and Tender Offer Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  Accordingly, Holders are notified that, to the extent such holders are located or resident in Italy, the Exchange Offers and Tender Offers are not available to them and they may not offer Existing Notes for exchange pursuant to the Exchange Offers or tender Existing Notes pursuant to the Tender Offers nor may the New Notes be offered, sold or delivered in Italy and, as such, any Exchange Instruction or Tender Instruction received from or on behalf of such persons shall be ineffective and void, and neither the Exchange Offer Memorandum, the Tender Offer Memorandum nor any other documents or materials relating to the Exchange Offers, the Tender Offers, the Existing Notes or the New Notes may be distributed or made available in Italy.

United Kingdom

The communication of this announcement, the Exchange Offer Memorandum, the Tender Offer Memorandum and any other documents or materials relating to the Exchange Offers or the Tender Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Financial Promotion Order')) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Other

The Exchange Offers and the Tender Offers are subject to further offer and distribution restrictions in, amongst other countries, Belgium, France and Switzerland as more fully set out in the Exchange Offer Memorandum and the Tender Offer Memorandum. The distribution of this announcement in those jurisdictions is restricted by the laws of such jurisdictions. No action has been or will be taken in any jurisdiction in relation to the Exchange Offers that would permit a public offering of securities other than in Switzerland.

 

END

 

 

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