Tender Offer

RNS Number : 5477P

Royal Bank of Scotland Group PLC

26 March 2009

 



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

(SEE 'OFFER RESTRICTIONS' BELOW)

March 26, 2009

RBS FINANCING LIMITED, A SUBSIDIARY OF THE ROYAL BANK OF SCOTLAND GROUP PLC, ANNOUNCES A CASH TENDER OFFER FOR CERTAIN OUTSTANDING SECURITIES

RBS Financing Limited ('RBSF'), a subsidiary of the Royal Bank of Scotland Group plc ('RBSG' and, together with its subsidiaries, the 'Group'), announced today that it has launched a 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 consists of a separate offer for each series of securities listed in the table at the end of this release (the 'Securities').  The rationale of the Tender Offer is to create additional Core Tier 1 capital in the capital structure of the Group and to further strengthen the quality of its capital base.  

RBSF will conduct 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 will expire at 11:59p.m., New York City time, on April 22, 2009, (the 'Expiration Time') unless extended by RBSF, in its sole discretion, and subject to the absolute right of RBSF, in its sole discretion (subject only to applicable law), to terminate, withdraw, or amend such offer at any time.  Securities that are not successfully tendered for purchase pursuant to the Tender Offer will remain outstanding.

RBSF is offering, upon the terms and subject to the conditions set forth in the Offer to Purchase, to purchase for cash any and all of the outstanding Securities properly tendered and not withdrawn at or prior to the Expiration Time at a purchase price per $1,000 of principal amount of Securities tendered equal to the applicable tender offer consideration for the relevant series as set forth in the table at the end of this release 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.  

In addition to the tender offer consideration, each holder who validly tenders but does not withdraw Securities prior to 5:00 p.m., New York City time, April 8, 2009 (the 'Early Tender Time'), or a later time if extended, will receive an additional early tender payment equal to the applicable early tender payment per $1,000 of principal amount of Securities tendered for the relevant series as set forth in the table at the end of this release.  

Tenders of Securities may be validly withdrawn at any time prior to 5:00 p.m., New York City Time, on April 8, 2009 (the 'Withdrawal Deadline'). Any Securities validly tendered and not validly withdrawn prior to the Withdrawal Deadline may not be validly withdrawn thereafter, and any Securities validly tendered after the Withdrawal Deadline and prior to the Expiration Time may not be validly withdrawn unless RBSF extends the time period for such withdrawal or is otherwise required by law to permit such withdrawal. 

No offer by RBSF to purchase the outstanding Securities of a particular series is conditional upon the successful completion of any other offer for any other series. However, each offer is conditioned on satisfaction of the general conditions described in the Offer to Purchase and accompanying Letter of Transmittal. 

  An expected timetable for the Tender Offer is set forth below.

Event	Times and Dates
Commencement of the Tender Offer	12:00 p.m., London time, Thursday, March 26, 2009
Withdrawal Deadline	5:00 p.m., New York City time,  Wednesday, April 8, 2009
Early Tender Time	5:00 p.m., New York City time,  Wednesday, April 8, 2009
Expiration Time	11:59 p.m. New York City time, Wednesday, April 22, 2009
Announcement of Results of Tender Offer	Thursday, April 23, 2009
Expected Settlement Date	Monday, April 27, 2009

If a holder of Securities desires to tender Securities pursuant to the Tender Offer, such holder may do so only by following the instructions that appear in the Offer to Purchase and, with respect to Securities held through DTC, accompanying Letter of Transmittal.  The above times and dates are subject to the right of RBSF to extend, re-open, amend and/or terminate any offer (subject to applicable law and as provided in the Offer to Purchase).  Holders of Securities are advised to check with any bank, securities broker or other intermediary through which they hold Securities to determine whether such intermediary would require to receive instructions to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Tender Offer before the deadlines set out above.  

The Tender Offer is being made only by the Offer to Purchase dated March 26, 2009, and the information in this press release is qualified by reference to the Offer to Purchase and, with respect to Securities held through DTC, accompanying Letter of Transmittal.  Holders of Securities are advised to read carefully the Offer to Purchase and, with respect to Securities held through DTC, accompanying Letter of Transmittal for full details of, and information on, the procedures for participating in the Tender Offer.

In the Tender Offer, The Royal Bank of Scotland plc is acting as Arranger and Joint Global Coordinator and Greenwich Capital Markets, Inc. is acting as Joint Dealer Manager in the United States.  UBS Securities LLC is acting as Joint Dealer Manager and Joint Global Coordinator for the Tender Offer.  Global Bondholder Services Corporation is acting 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 is acting 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 Greenwich Capital Markets, Inc. or UBS Securities LLC listed below:

Greenwich Capital Markets, 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 has 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

This press release must be read in conjunction with the Offer to Purchase and accompanying Letter of Transmittal. The Offer to Purchase and, with respect to Securities held through DTC, accompanying Letter of Transmittal contain important information which must be read carefully before any decision is made with respect to the Tender Offer described in this press release. If any holder of Securities 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, counsel, accountant or other independent financial adviser.  Any holder of Securities whose Securities 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 Tender Offer. None of RBSF, RBSG, Greenwich Capital Markets, Inc., UBS Securities LLC, Global Bondholder Services Corporation, Lucid Issuer Services Limited or any of their respective affiliates, makes any recommendation as to whether or not any holder of Securities should tender Securities held by them pursuant to the Tender Offer.  

No offer to purchase any securities is being made pursuant to this press release. Neither this announcement nor the Offer to Purchase and accompanying Letter of Transmittal constitutes an offer to purchase in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws and tenders of Securities pursuant to the Tender Offer will not be accepted from holders thereof in any jurisdiction where such invitation or tender is unlawful.

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.

Tender Offer Restrictions

Italy

The Tender Offer is not being made, directly or indirectly, in the Republic of Italy (Italy). The Offers and this Tender Offer Memorandum have not been 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 is not available to them and they may not 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.

United Kingdom

The communication of this press release, the Offer to Purchase and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorized 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 'Order') or persons who are within Article 43 of the Order or any other persons to whom it may otherwise lawfully be made under the Order.

Other

The Tender Offer is subject to further offer and distribution restrictions in, amongst other countries, Belgium and France, as more fully set out in the Offer to Purchase. The distribution of this announcement and the Offer to Purchase in those jurisdictions is restricted by the laws of such jurisdictions. 

  Securities Subject to the Tender Offer 

Code	Issuer	Outstanding Principal Amount	Title Of Securities	Earliest Redemption Date	Tender Offer Consideration per $1,000 Principal Amount	Early Tender Payment per $1,000 Principal Amount	Total Consideration per $1,000 Principal Amount
ISIN:   GB0007547507	Royal Bank of Scotland Group plc	$350,000,000	Undated Floating Rate Primary Capital Notes issued December 1985 (the 'RBSG Capital Notes')	December 13, 1990	$350	$50	$400
ISIN:   GB0006267073	National Westminster Bank plc	$500,000,000	Primary Capital Floating Rate Notes, (Series 'A') issued July 1985 (the 'NatWest Series A Capital Notes')	July 11, 1990	$350	$50	$400
ISIN:   GB0006267180	National Westminster Bank plc	$500,000,000	Primary Capital Floating Rate Notes, (Series 'B') issued July 1985 (the 'NatWest Series B Capital Notes')	August 24, 1990	$350	$50	$400
ISIN:   LU0001547172 CUSIP:   638539A*7	National Westminster Bank plc	$500,000,000	Primary Capital Floating Rate Notes, (Series 'C') issued November 1985 (the 'NatWest Series C Capital Notes')	November 30, 1990	$350	$50	$400
Code	Issuer	Outstanding Principal Amount	Title Of Securities	Earliest Redemption Date	Tender Offer Consideration per $1,000 Principal Amount	Early Tender Payment per $1,000 Principal Amount	Total Consideration per $1,000 Principal Amount
ISIN:   XS0323865047/   US780097AS09 CUSIP:   6768DOCB4/   780097AS0	Royal Bank of Scotland Group plc	$1,600,000,000	6.990% Fixed Rate/Floating Rate Preferred Capital Securities issued September 2007 (the '2007 RBSG Capital Securities')	October 5, 2017	$390	$50	$440
ISIN:   US780097AH44 CUSIP:   780097AH4	Royal Bank of Scotland Group plc	$1,200,000,000	7.648% Dollar Perpetual Regulatory Tier One Securities, Series I issued August 2001 (the '2001 RBSG Capital Securities')	September 30, 2031	$400	$50	$450
ISIN:   GB0007547507	Royal Bank of Scotland Group plc	$350,000,000	Undated Floating Rate Primary Capital Notes issued December 1985 (the 'RBSG Capital Notes')	December 13, 1990	$350	$50	$400
ISIN:     US749274AA41 CUSIP:     749274AA4	RBS Capital Trust I	$850,000,000	4.709% NonߛCumulative Trust Preferred Securities issued May 2003 (the 'RBS Capital Trust I TPSs')	July 1, 2013	$350	$50	$400
ISIN:   US74927PAA75 CUSIP:   74927PAA7	RBS Capital Trust II	$650,000,000	6.425% NonߛCumulative Trust Preferred Securities issued December 2003 (the 'RBS Capital Trust II TPSs')	January 3, 2034	$380	$50	$430
ISIN:   US74927QAA58 CUSIP:   74927QAA5	RBS Capital Trust III	$950,000,000	5.512% NonߛCumulative Trust Preferred Securities issued August 2004 (the 'RBS Capital Trust III TPSs')	September 30, 2014	$350	$50	$400
ISIN:   US74927FAA93 CUSIP:   74927FAA9	RBS Capital Trust IV	$1,000,000,000	Floating Rate NonߛCumulative Trust Preferred Securities issued August 2004 (the 'RBS Capital Trust IV TPSs')	September 30, 2014	$300	$50	$350
ISIN:   GB0006267073	National Westminster Bank plc	$500,000,000	Primary Capital Floating Rate Notes, (Series 'A') issued July 1985 (the 'NatWest Series A Capital Notes')	July 11, 1990	$350	$50	$400
ISIN:   GB0006267180	National Westminster Bank plc	$500,000,000	Primary Capital Floating Rate Notes, (Series 'B') issued July 1985 (the 'NatWest Series B Capital Notes')	August 24, 1990	$350	$50	$400
ISIN:   LU0001547172 CUSIP:   638539A*7	National Westminster Bank plc	$500,000,000	Primary Capital Floating Rate Notes, (Series 'C') issued November 1985 (the 'NatWest Series C Capital Notes')	November 30, 1990	$350	$50	$400

 

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