IMPORTANT NOTICE
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE ‘‘UNITED STATES’’) OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY OR AUSTRALIA.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Tender Offer Memorandum, whether received by e-mail or otherwise received as a result of electronic communication and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Tender Offer Memorandum. By accessing the Tender Offer Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from (i) The Royal Bank of Scotland Group plc or National Westminster Bank Public Limited Company, (ii) The Royal Bank of Scotland plc (in its capacity as global arranger, a lead dealer manager and an advisor), Merrill Lynch International (in its capacity as a lead dealer manager and an advisor), Morgan Stanley & Co. International plc (in its capacity as a lead dealer manager), HSBC Bank plc and J.P. Morgan Securities Ltd. (in their capacity as dealer managers), and, together with the global arranger, lead dealer managers and any of their affiliates acting on their behalf, the ‘‘Managers’’), (iii) Lucid Issuer Services Limited (the ‘‘Tender Agent’’), (iv) Equity Transfer & Trust Company (the ‘‘Canadian Tender Agent’’ and, together with the Tender Agent, the ‘‘Tender Agents’’) and/or (v) Computershare Investor Services PLC (the ‘‘Registrar’’) as a result of such access.
THE ATTACHED TENDER OFFER MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE TENDER OFFER MEMORANDUM MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES AND TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE TENDER OFFER MEMORANDUM. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF APPLICABLE LAWS.
Confirmation of your representation: In order to be eligible to view the attached Tender Offer Memorandum or make an investment decision with respect to the Offers (as defined below), you must be outside the United States and otherwise able to participate lawfully in the invitation by The Royal Bank of Scotland Group plc (‘‘RBSG’’) to holders of the RBSG Securities to tender their RBSG Securities for purchase by RBSG for cash and/or the invitation by National Westminster Bank Public Limited Company (‘‘NatWest’’) to holders of the NatWest Securities to tender their NatWest Securities for purchase by NatWest for cash (each such invitation, an ‘‘Offer’’ and, together, the ‘‘Offers’’) on the terms and subject to the conditions set out in the Tender Offer Memorandum including the offer and distribution restrictions set out on pages 5 to 7 (the ‘‘Offer and Distribution Restrictions’’). The Tender Offer Memorandum was sent at your request and by accessing the Tender Offer Memorandum you shall be deemed to have represented to RBSG, NatWest, the Managers, the Tender Agents and the Registrar that:
(i) you are a holder or a beneficial owner of Offer Securities;
(ii) the electronic mail address that you have given to us and to which the Tender Offer Memorandum has been delivered is not located in the United States;
(iii) you are otherwise a person to whom it is lawful to send the Tender Offer Memorandum or to make an invitation pursuant to the Offers in accordance with applicable laws, including the Offer and Distribution Restrictions; and
(iv) you consent to delivery of the Tender Offer Memorandum by electronic transmission.
The attached Tender Offer Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of RBSG, NatWest, the Managers, the Tender Agents, the Registrar or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Tender Offer Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Managers, the Tender Agents or the Registrar, as applicable.
You are also reminded that the attached Tender Offer Memorandum has been sent to you on the basis that you are a person into whose possession the Tender Offer Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorised to, deliver the Tender Offer Memorandum to any other person.
Any materials relating to the Offers do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that an Offer be made by a licensed broker or dealer and any of the Managers or any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, such Offer shall be deemed to be made by such Manager or affiliate on behalf of RBSG or NatWest (as applicable) in such jurisdiction.
The Tender Offer Memorandum may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply.
29APR200818121267
TENDER OFFER MEMORANDUM DATED 6 APRIL 2010
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY OR AUSTRALIA. THIS DOCUMENT IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION.
Global Arranger, Lead Dealer Manager and Advisor
The Royal Bank of Scotland
Lead Dealer Manager and Advisor Lead Dealer Manager
BofA Merrill Lynch Morgan Stanley
Dealer Manager Dealer Manager
HSBC J.P. Morgan Cazenove
Each of The Royal Bank of Scotland Group plc (incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980 and registered with Registered No. SC045551) (‘‘RBSG’’) and National Westminster Bank Public Limited Company (a public limited company incorporated in England and Wales under the Companies Acts 1948 to 1980 and registered with Registration No. 929027) (‘‘NatWest’’ and together with RBSG, the ‘‘Offerors’’) hereby invites, upon the terms and subject to the conditions set forth in this Tender Offer Memorandum (the ‘‘Tender Offer Memorandum’’), holders of the securities set forth below (the ‘‘Offer Security Holders’’) to tender any or all of such securities for purchase by the relevant Offeror for cash (each such invitation an ‘‘Offer’’ and, together, the ‘‘Offers’’).
Purchase Price as a Liquidation Preference percentage of
Outstanding (in the Liquidation Preference case of the Preference (in the case of
Shares) or Principal the Preference Shares) Amount Outstanding or Principal Amount
(in the case of the (in the case of the ISIN Issuer(1) Title of Offer Securities Debt Securities)(2) Debt Securities)(3) XS0323734961 RBSG e1,300,000,000 7.0916 per cent. Non-cumulative Preference Shares e1,300,000,000 65 per cent.
Series 3
XS0323839042 Argon Capital Public £750,000,000 8.1620 per cent. Perpetual Non-cumulative Securities £750,000,000 68 per cent. Limited Company Series 100
CA780097AT83 RBSG CAD600,000,000 6.666 per cent. Fixed/Floating Rate Undated Callable CAD600,000,000 72 per cent. Step-Up Tier 1 Notes
DE000A0E6C37 RBSG e1,250,000,000 5.25 per cent. Non-cumulative Preferred Securities e1,250,000,000 57 per cent. Series 2
XS0205935470 RBSG e1,250,000,000 5.50 per cent. Non-cumulative Preferred Securities e1,250,000,000 57 per cent. Series 1
XS0237530497 RBS Capital Trust C e500,000,000 4.243 per cent. Fixed/Floating Rate Non-Cumulative Trust e166,379,000(4) 63 per cent. Preferred Securities
XS0277453774 RBS Capital Trust D £400,000,000 5.6457 per cent. Fixed/Floating Rate Non-Cumulative Trust £92,549,000(5) 65 per cent. Preferred Securities
XS0159056208 RBS Capital Trust B U.S.$750,000,000 6.80 per cent. Non-Cumulative Trust Preferred U.S.$485,858,000(6) 61 per cent. Securities
XS0149161217 RBS Capital Trust A e1,250,000,000 6.467 per cent. Non-Cumulative Trust Preferred Securities e390,929,000(7) 65 per cent. GB0007548026 RBSG £400,000 5.5 per cent. Cumulative Preference Shares £400,000 70 per cent. GB0006227051 NatWest £140,000,000 9.00 per cent. Non-cumulative Preference Shares Series A £140,000,000 100 per cent. GB0007548133 RBSG £500,000 11.00 per cent. Cumulative Preference Shares £500,000 100 per cent. XS0121856859 RBSG £200,000,000 7.3870 per cent. Non-cumulative Convertible Preference £200,000,000 100 per cent.
Shares Series 1 Notes:
(1) The Offeror that invites holders of the relevant Offer Securities (subject to the offer restrictions referred to in Part I—‘‘Offer and Distribution Restrictions’’ of this Tender Offer Memorandum) to tender their Offer Securities for purchase by such Offeror is the same entity that issued the Offer Securities, except in the case of the Argon Notes and the Capital Trust Securities, where the relevant Offeror is RBSG.
(2) The Liquidation Preference Outstanding (in the case of the Preference Shares) or Principal Amount Outstanding (in the case of the Debt Securities) is stated as at 1 April 2010, being the latest practicable date prior to publication of this Tender Offer Memorandum.
(3) The Purchase Price does not include Accrued Distributions, which will be paid by the Offerors in addition to the Purchase Price. (4) The principal amount outstanding excludes the e333,621,000 in aggregate principal amount of these Debt Securities held by the Group. (5) The principal amount outstanding excludes the £307,451,000 in aggregate principal amount of these Debt Securities held by the Group. (6) The principal amount outstanding excludes the U.S.$264,142,000 in aggregate principal amount of these Debt Securities held by the Group. (7) The principal amount outstanding excludes the e859,071,000 in aggregate principal amount of these Debt Securities held by the Group.
Capitalised terms used in this Tender Offer Memorandum have the meaning given in Part IV—‘‘Definitions’’ of this Tender Offer Memorandum.
Before making a decision whether to offer to tender Offer Securities pursuant to an Offer, Offer Security Holders should carefully consider issues regarding deferral of dividends on and capital calls of the Deferral Securities, as described more fully in Part VI—‘‘Risk Factors and Other Considerations’’. The Offers for each of the Offer Securities will expire at 1.00 p.m., London time, on 27 April 2010, unless extended, re-opened, amended and/or terminated. Offer Security Holders are advised to check with any bank, securities broker or other intermediary through which they hold Offer Securities whether such intermediary needs to receive instructions from an Offer Security Holder before the deadlines specified in this Tender Offer Memorandum. The deadlines set by each Clearing System and CDS for the submission and withdrawal of Tender Instructions or Clearing System Voting Instructions, as the case may be, will also be earlier than the relevant deadlines specified in this Tender Offer Memorandum. In the case of the Offer Securities held in CREST, the deadline for the submission of Tender Instructions and TTE Instructions is 1.00 p.m. (London time) on the relevant day.
Offer Security Holders who hold Series 2 Securities in Clearstream, Frankfurt or through a Direct Participant of Clearstream, Frankfurt should contact the Tender Agent or consult their broker, dealer, or other similar nominee for assistance in respect of the procedures for participating in the Offers, as such procedures vary from those Security Holders who hold Series 2 Securities in the Clearing Systems. See Part VIII—‘‘Procedures for Participating in the Offers and the Meetings—3—Holders of Series 2 Securities held in Clearstream, Frankfurt’’ of this Tender Offer Memorandum for further information.
After the Expiration Deadline, if the Offerors accept valid tenders of Offer Securities pursuant to the Offers, the Offerors will accept such valid tenders in accordance with the Acceptance Priority as set out in Part XI—‘‘Acceptance Priority’’ of this Tender Offer Memorandum. The Offerors will announce (i) details of the aggregate liquidation preference/principal amount of Offer Securities which have been validly tendered for each class and series of the Offer Securities on 28 April 2010 at or around 10.00 a.m. (London time) and (ii) whether they have decided to accept valid tenders of Offer Securities pursuant to all or any of the Offers as soon as reasonably practicable after the conclusion of the General Meeting and Class Meetings.
The Offerors will accept valid tenders of Offer Securities at the relevant Purchase Price in accordance with the Acceptance Priority as set out in Part XI— ‘‘Acceptance Priority’’ of this Tender Offer Memorandum until either: (i) the Offerors have accepted all valid tenders of Offer Securities pursuant to the Offers; or (ii) the aggregate liquidation preference, in the case of the Preference Shares, and principal amount, in the case of the Debt Securities, of all Offer Securities to be purchased by the Offerors pursuant to the Offers is the maximum such amount that can be purchased by the Offerors without exceeding the Aggregate Offer Limit.
The Aggregate Offer Limit is £2,000,000,000 and, subject as described herein, is the maximum aggregate liquidation preference, in the case of the Preference Shares, and principal amount, in the case of the Debt Securities, of all Offer Securities to be purchased by the Offerors pursuant to the Offers. The Purchase Price payable by an Offeror for the relevant class of Offer Securities accepted by such Offeror for purchase pursuant to an Offer is set out on this page and is expressed as a percentage of the liquidation preference, in the case of the Preference Shares, or the principal amount, in the case of the Debt Securities, of such Offer Securities.
OFFERS
This Tender Offer Memorandum contains important information which should be read carefully before any decision is made with respect to the Offers. If any Offer Security Holder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Offer 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 tender such Offer Securities pursuant to the Offers. None of the Managers, RBSG, NatWest, the Capital Trusts, Argon, any other Group company, the Tender Agents or the Registrar makes any recommendation as to whether holders of Offer Securities should tender Offer Securities pursuant to the Offers.
RBSG invites all holders of the RBSG Securities (subject to the offer restrictions referred to in Part I— ‘‘Offer and Distribution Restrictions’’ of this Tender Offer Memorandum) to tender any or all of their RBSG Securities for purchase by RBSG for cash and NatWest invites all holders of the NatWest Securities (subject to the offer restrictions in Part I—‘‘Offer and Distribution Restrictions’’ of this Tender Offer Memorandum) to tender any or all of their NatWest Securities for purchase by NatWest for cash, in each case in the currency of the relevant security. The Offers are made on the terms and subject to the conditions set out in this Tender Offer Memorandum.
Before making a decision whether to tender Offer Securities pursuant to an Offer, Offer Security Holders should carefully consider all of the information in this Tender Offer Memorandum and, in particular, the risk factors described in Part VI—‘‘Risk Factors and Other Considerations’’ of this Tender Offer Memorandum.
After the Expiration Deadline, if the Offerors accept valid tenders of Offer Securities pursuant to the Offers, the Offerors will accept such valid tenders in accordance with the Acceptance Priority as set out in Part XI—‘‘Acceptance Priority’’ of this Tender Offer Memorandum. The Offerors will announce whether they have decided to accept valid tenders of Offer Securities pursuant to all or any of the Offers as soon as reasonably practicable after the conclusion of the General Meeting and Class Meetings.
The Offerors will accept valid tenders of Offer Securities at the relevant Purchase Price in accordance with the Acceptance Priority as set out in Part XI—‘‘Acceptance Priority’’ of this Tender Offer Memorandum until either: (i) the Offerors have accepted all valid tenders of Offer Securities pursuant to the Offers; or (ii) the aggregate liquidation preference, in the case of the Preference Shares, and principal amount, in the case of the Debt Securities, of all Offer Securities to be purchased by the Offerors pursuant to the Offers is the maximum such amount that can be purchased by the Offerors without exceeding the Aggregate Offer Limit. The Aggregate Offer Limit is £2,000,000,000 and, subject as described herein, is the maximum aggregate liquidation preference, in the case of the Preference Shares, and principal amount, in the case of the Debt Securities, of all Offer Securities to be purchased by the Offerors pursuant to the Offers. For further details see Part V ‘‘Further Information and Terms and Conditions of the Tender Offer—4—Aggregate Offer Limit’’ of this Tender Offer Memorandum. The Purchase Price payable by an Offeror for the relevant class of Offer Securities accepted by such Offeror for purchase pursuant to an Offer is set out on the first page of this Tender Offer Memorandum and is expressed as a percentage of the liquidation preference, in the case of Preference Shares, or the principal amount, in the case of the Debt Securities, of such Offer Securities.
In addition, RBSG will pay an Accrued Distribution in respect of each such RBSG Security and NatWest will pay an Accrued Distribution in respect of each such NatWest Security in each case in the currency of such RBSG Security or NatWest Security. For further details see Part V ‘‘Further Information and Terms and Conditions of the Tender Offer—3—Total amount payable to Offer Security Holders’’ of this Tender Offer Memorandum.
The Offerors will announce (i) details of the aggregate liquidation preference/principal amount of Offer Securities which have been validly tendered for each class and series of the Offer Securities on 28 April 2010 at or around 10.00 a.m. (London time) and (ii) whether they have decided to accept valid tenders of Offer Securities pursuant to all or any of the Offers as soon as reasonably practicable after the conclusion of the General Meeting and Class Meetings.
The above announcement will be made through RNS and may also be found on the relevant Reuters International Insider Screen.
THE OFFERS WILL EXPIRE AT 1.00 P.M. (LONDON TIME) OR, IN THE CASE OF THE CANADIAN INNOVATIVE TIER 1 SECURITIES, 8.00 A.M. (TORONTO TIME) ON 27 APRIL 2010 (THE ‘‘EXPIRATION DEADLINE’’), UNLESS EXTENDED, RE-OPENED OR TERMINATED AS PROVIDED IN THIS TENDER OFFER MEMORANDUM.
Offer Security Holders are advised to check with any bank, securities broker or other intermediary through which they hold Offer Securities whether such intermediary needs to receive instructions from an Offer Security Holder before the deadlines specified in this Tender Offer Memorandum in order for that Offer Security Holder to be able to participate in the Offers or vote on the relevant Amendment Resolution or the relevant Class Resolution or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in the Offers or their Clearing System Voting Instructions. The deadlines set by each Clearing System and CDS for the submission and withdrawal of Tender Instructions or Clearing System Voting Instructions, as the case may be, will also be earlier than the relevant deadlines specified in this Tender Offer Memorandum. In the case of the Offer Securities held in CREST, the deadline for the submission of Tender Instructions and TTE Instructions is 1.00 p.m. (London time) on the relevant day.
The expected Settlement Date for the Offers is 4 May 2010.
Each Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any Offer made by such Offeror at any time (subject to applicable law and as provided in this Tender Offer Memorandum). Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in this Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made. See Part IX—‘‘Amendment and Termination—2—Revocation Rights’’ of this Tender Offer Memorandum.
In order to participate in, and be eligible to receive the relevant Purchase Price pursuant to, the Offers, Offer Security Holders must validly tender their Offer Securities (i) in the case of Offer Securities held in the Clearing Systems or CDS by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the relevant Tender Agent by the Expiration Deadline or (ii) in the case of Offer Securities held outside the Clearing Systems and CDS, by the Registrar by the Expiration Deadline and, in the case of Offer Securities held outside the Clearing Systems and CDS which are: (a) held in CREST, at the same time as delivering the Non-Clearing System Tender Instruction and in any event not later than the Expiration Deadline (as the case may be), by sending (or, in the case of CREST sponsored members, procuring that their CREST sponsor sends) a TTE Instruction to EUI, which must be properly authenticated in accordance with EUI’s specifications, containing the relevant information set out in Part VIII—‘‘Procedures for Participating in the Offers and the Meetings—6—Non-Clearing System Tender Instructions for holders of Offer Securities held outside the Clearing Systems and CDS—Holders of Offer Securities held in CREST and CREST Procedures’’ of this Tender Offer Memorandum; or (b) held outside of CREST, by delivering to the Registrar the certificate or certificates for the Offer Securities which are the subject of such Non-Clearing System Tender Instruction together with the Non-Clearing System Tender Instruction.
Offer Security Holders who hold Series 2 Securities in Clearstream, Frankfurt or through a Direct Participant of Clearstream, Frankfurt should contact the Tender Agent or consult their broker, dealer, or other similar nominee for assistance in respect of the procedures for participating in the Offers, as such procedures vary from those Security Holders who hold Series 2 Securities in the Clearing Systems. See Part VIII—‘‘Procedures for Participating in the Offers and the Meetings—3— Holders of Series 2 Securities held in Clearstream, Frankfurt’’ of this Tender Offer Memorandum for further information.
Any holder of Relevant Securities which does not intend to tender such Relevant Securities under an Offer but which intends to vote on the relevant Amendment Resolution and/or the relevant Class Resolution must submit a Clearing System Voting Instruction in accordance with the requirements of the relevant Clearing System. See Part VIII—‘‘Procedures for Participating in the Offers and the Meetings’’ of this Tender Offer Memorandum. Under the Offers, all Tender Instructions and Clearing System Voting
Instructions will be irrevocable except in the limited circumstances described in Part IX—‘‘Amendment
and Termination’’ of this Tender Offer Memorandum.
RBSG requires shareholder approval to repurchase the RBSG Preference Shares (as described in more detail in Part V—‘‘Further Information and Terms and Conditions of the Tender Offer—1—Rationale for the Offers’’ of this Tender Offer Memorandum). RBSG will seek approval from its shareholders for the
repurchase of the RBSG Preference Shares and certain other preference shares issued by RBSG as well as for certain related amendments to RBSG’s articles of association (which relate to the pricing restrictions explained in further detail below) at a general meeting of the shareholders of RBSG, which is expected to take place on or about 28 April 2010. A Circular to shareholders of RBSG containing a notice of the General Meeting and proposing the relevant resolutions will be despatched in due course. Holders of the Relevant Securities will also be sent notice of the General Meeting and will be eligible to vote at the General Meeting on the Amendment Resolution relating to their respective class of Relevant Securities.
The terms of the Relevant Securities (as set out in RBSG’s articles of association) contain a pricing restriction which places a ceiling on the purchase price which RBSG may pay for the Relevant Securities. As the Purchase Prices of the Relevant Securities may exceed this ceiling, approval of the holders of the Relevant Securities will be sought to amend RBSG’s articles of association to remove the pricing restriction. Separate meetings of the holders of each class of the Relevant Securities will be convened to seek approval of such class to the variation of rights attaching to such Relevant Securities. Notices of such class meetings, which are expected to take place on or about 28 April 2010, will be included in the Circular.
Any acceptance for repurchase by RBSG or NatWest of Offer Securities validly tendered in an Offer is subject to the passing of the RBSG Repurchase Resolution. In addition, any acceptance for repurchase by RBSG of the Relevant Securities of any class validly tendered in an Offer is subject to the approval of the relevant Amendment Resolution and the relevant Class Resolution relating to such class of Relevant Securities. Neither RBSG nor NatWest may waive the requirement for the passing of the RBSG Repurchase Resolution and the approval of the relevant Amendment Resolutions and the relevant Class Resolutions.
In relation to the Relevant Securities, it is a condition of acceptance by RBSG of tenders that a valid instruction in favour of the relevant Amendment Resolution and relevant Class Resolution is received from holders tendering Relevant Securities prior to the Expiration Deadline. Submission of a Tender Instruction will be deemed to constitute a valid instruction to the relevant Nominee to vote in favour of such resolutions in respect of the Relevant Securities included in the Tender Instruction. See Part V—‘‘Further Information and Terms and Conditions of the Tender Offer’’ of this Tender Offer Memorandum. The Nominees shall determine, in their absolute discretion, who they shall instruct to vote in respect of each validly submitted Tender Instruction.
For further information on the Offers and the further terms and conditions on which the Offers are made, Offer Security Holders should refer to Part V—‘‘Further Information and Terms and Conditions of the Tender Offer’’ of this Tender Offer Memorandum.
Questions and requests for assistance in connection with (i) the Offers, may be directed to the Managers, and (ii) the delivery of Tender Instructions or Clearing System Voting Instructions, may be directed to the Tender Agent or, as the case may be, the Canadian Tender Agent or, in the case of Offer Securities held outside the Clearing Systems and CDS, the Registrar, the contact details for each of which are on the last page of this Tender Offer Memorandum.
TABLE OF CONTENTS
Page
PART I OFFER AND DISTRIBUTION RESTRICTIONS . . . 5
PART II GENERAL . . . 8
PART III EXPECTED TIMETABLE OF EVENTS . . . 10
PART IV DEFINITIONS . . . 12
PART V FURTHER INFORMATION AND TERMS AND CONDITIONS OF THE OFFERS . . . 18
PART VI RISK FACTORS AND OTHER CONSIDERATIONS . . . 23
PART VII TAX CONSEQUENCES . . . 27
PART VIII PROCEDURES FOR PARTICIPATING IN THE OFFERS AND THE MEETINGS . . . . 28
PART IX AMENDMENT AND TERMINATION . . . 37
PART X MANAGERS, TENDER AGENTS AND REGISTRAR . . . 39
PART XI ACCEPTANCE PRIORITY . . . 40
PART I
OFFER AND DISTRIBUTION RESTRICTIONS
This Tender Offer Memorandum does not constitute an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Tender Offer Memorandum comes are required by each of the Offerors, the Managers, the Tender Agents and the Registrar to inform themselves about, and to observe, any such restrictions.
United States
The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. Accordingly, copies of this Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported tender of Offer Securities in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Offer Securities made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Offer Securities participating in an Offer will represent that it is not located in the United States and is not participating in such Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above paragraph, ‘‘United States’’ means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
Italy
The Offers are 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 procedures of the Commissione
Nazionale per le Societ`a e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly,
Offer Security Holders are notified that, to the extent Offer Security Holders are located or resident in Italy, the Offers are not available to them and they may not tender Offer Securities in the Offers and, as such, any Tender Instructions received from such persons shall be ineffective and void, and neither this Tender Offer Memorandum nor any other documents or materials relating to the Offers or the Offer Securities may be distributed or made available in Italy.
United Kingdom
The communication of this Tender Offer Memorandum and any other documents or materials relating to the 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.
Belgium
Neither this Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financi`ere et des assurances/Commissie voor het Bank-,
Financie- en Assurantiewezen) and, accordingly, the Offers may not be made in Belgium by way of a
public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together, the ‘‘Belgian Public Offer Law’’), each as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than ‘‘qualified investors’’ in the sense of Article 10 of the Belgian Public Offer Law (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, this Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
Portugal
The Offers are not being made, directly or indirectly, to the public in Portugal and have not been registered as public tender offers with the Portuguese Securities Market Commission (the ‘‘CMVM’’). Neither this Tender Offer Memorandum nor any materials relating to the Offers have been or will be subject to the approval of the CMVM. Accordingly, the Offers may not be made in Portugal by way of a public offering and only qualified investors as defined under the terms of Articles 30º, 110º and 110º-A of the Portuguese Securities Code are eligible to participate in the Offers. The Offers may not be advertised and this Tender Offer Memorandum may not be distributed, directly or indirectly, to any person in Portugal other than to the Offer Security Holders and exclusively for the purpose of the Offers.
Spain
Neither the Offers nor this Tender Offer Memorandum constitute an offer of securities or the solicitation of an offer of securities to the public in Spain under the Spanish Securities Market Law (Ley 24/1988, de 28
de Julio, del Mercado de Valores), as amended and restated, and Royal Decree 1310/2005 of
4 November 2005. Accordingly, this Tender Offer Memorandum has not been submitted for approval and has not been approved by the Spanish Securities Market Commission (Comisi´on Nacional del Mercado de Valores) or any other Spanish public authority.
Switzerland
The contents of this Tender Offer Memorandum have not been reviewed by any regulatory authority in Switzerland. Offer Security Holders are advised to exercise caution in relation to the Offers. If an Offer Security Holder is in any doubt about any of the contents of this Tender Offer Memorandum, they should obtain independent professional advice. The Tender Offer Memorandum is not an issue prospectus as that term is understood pursuant to Article 652a or Article 1156 of the Swiss Federal Code of Obligations nor a simplified prospectus according to Article 5 paragraph 4 of the Swiss Federal Act on Collective Investment Schemes. Offer Security Holders should note that Chapter 5 of the Federal Act on Stock Exchanges and Securities Trading and the Ordinance of the Takeover Board on Public Takeover Offers are not applicable to the Offers.
Hong Kong
The contents of this Tender Offer Memorandum have not been reviewed by any regulatory authority in Hong Kong. Offer Security Holders are advised to exercise caution in relation to the Offers. If any Offer Security Holder is in any doubt about any of the contents of this Tender Offer Memorandum, he or she should obtain independent professional advice. No persons shall issue or possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Offer Securities which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than in respect of those Offer Securities which are or are intended to be acquired from persons outside Hong Kong or professional investors within the meaning of Part 1 of Schedule 1 to the Securities and Futures Ordinance of Hong Kong (Cap. 571) and any rules made thereunder.
France
The Offers are not being made, directly or indirectly, to the public in the Republic of France (‘‘France’’). Neither this Tender Offer Memorandum nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (Investisseurs
Qualifi´es) other than individuals, acting on their own account and all as defined in, and in accordance
with, Articles L.411-2 and D.411-1 of the French Code Mon´etaire et Financier, are eligible to participate in
the Offers. This Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorit´e des March´es Financiers.
Andorra
The Offers are not being made, directly or indirectly, in the Principality of Andorra. Offer Security Holders are notified that, to the extent Offer Security Holders are located or resident in the Principality of Andorra, the Offers are not available to them and they may not tender Offer Securities in the Offers and, as such, any Tender Instructions received from such persons shall be ineffective and void, and neither this Tender Offer Memorandum nor any other documents or materials relating to the Offers or the Offer Securities may be distributed or made available in the Principality of Andorra.
Australia
The Offers are not being made, directly or indirectly, in Australia. Offer Security Holders are notified that, to the extent Offer Security Holders are located or resident in Australia, the Offers are not available to them and they may not tender Offer Securities in the Offers and, as such, any Tender Instructions received from such persons shall be ineffective and void, and neither this Tender Offer Memorandum nor any other documents or materials relating to the Offers or the Offer Securities may be distributed or made available in Australia.
General
This Tender Offer Memorandum does not constitute an offer to buy or the solicitation of an offer to sell Offer Securities, and tenders of Offer Securities in the Offers will not be accepted from Offer Security Holders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and a Dealer Manager or any of its affiliates is such a licensed broker or dealer in such jurisdictions, such Offer shall be deemed to be made by such Dealer Manager or such affiliate (as the case may be) on behalf of the relevant Offeror(s) in such jurisdictions.
In addition to the representations referred to above in respect of the United States, each Offer Security Holder participating in an Offer will also be deemed to give (or, in the case of an Offer Security Holder participating in an Offer by submitting a Non-Clearing System Tender Instruction, will give) certain representations in respect of the other jurisdictions referred to above and generally as set out in Part VIII—‘‘Procedures for Participating in the Offers and the Meetings’’ of this Tender Offer Memorandum. Any tender of Offer Securities for purchase pursuant to the Offers from an Offer Security Holder that is unable to make these representations will not be accepted. Each of the Offerors, the Managers, the Tender Agents and the Registrar reserves the right, in their absolute discretion, to investigate, in relation to any tender of Offer Securities for purchase pursuant to the Offers, whether any such representation given by an Offer Security Holder is correct and, if such investigation is undertaken and as a result the relevant Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted.
PART II GENERAL
RBSG accepts responsibility for the information contained in this Tender Offer Memorandum relating to RBSG and the Offers for the RBSG Securities. To the best of the knowledge of RBSG (having taken all reasonable care to ensure that such is the case), the information contained in this Tender Offer Memorandum relating to RBSG and the Offers for the RBSG Securities is in accordance with the facts and does not omit anything likely to affect the import of such information.
NatWest accepts responsibility for the information contained in this Tender Offer Memorandum relating to NatWest and the Offer for the NatWest Securities. To the best of the knowledge of NatWest (having taken all reasonable care to ensure that such is the case), the information contained in this Tender Offer Memorandum relating to NatWest and the Offer for the NatWest Securities is in accordance with the facts and does not omit anything likely to affect the import of such information.
Each Offer Security Holder is solely responsible for making its own independent appraisal of all matters as such Offer Security Holder deems appropriate (including those relating to the Offers) and each Offer Security Holder must make its own decision as to whether to tender any or all of its Offer Securities for purchase pursuant to an Offer. None of the Managers, the Tender Agents or the Registrar (or their respective directors, employees or affiliates) makes any representation whatsoever regarding this Tender Offer Memorandum or the Offers, and none of the Offerors, the Capital Trusts, Argon, any other Group company, the Managers, the Tender Agents or the Registrar (or their respective directors, employees or affiliates) makes any recommendation as to whether Offer Security Holders should tender Offer Securities in the Offers. The Tender Agents and the Registrar are the agents of the Offerors and owe no duty to any Offer Security Holder.
Neither The Law Debenture Trust Corporation p.l.c., as trustee for holders of the Capital Trust Securities and the Canadian Innovative Tier 1 Securities, nor HSBC Trustee (C.I.) Limited, as trustee for holders of the Argon Notes, has reviewed or approved this Tender Offer Memorandum or the terms of the Offers. Neither the delivery of this Tender Offer Memorandum nor any purchase of Offer Securities shall, under any circumstances, create any implication that the information contained in this Tender Offer Memorandum is current as of any time subsequent to the date of such information or that there has been no change in the information set out in it since the date of this Tender Offer Memorandum.
No person has been authorised in connection with the Offers to give any information or to make any representation about the Offerors, any issuer of any Offer Securities or the Offers other than as contained in this Tender Offer Memorandum and, if given or made, such information or representation must not be relied upon as having been authorised by the Offerors, such issuer, the Managers, the Tender Agents, the Registrar or any of their respective agents.
Holders of Relevant Securities who do not participate in the Offers by RBSG for such Relevant Securities, or whose Relevant Securities are not accepted for purchase by RBSG will, if the Amendment Resolution and Class Resolution relating to such class of Relevant Securities are passed, continue to hold such Relevant Securities subject to the terms and conditions of the relevant class of Relevant Securities, as amended in accordance with the relevant Amendment Resolution and the relevant Class Resolution. Any other Offer Security Holders who do not participate in the Offers, or whose Offer Securities are not accepted for purchase by the relevant Offeror, will continue to hold their Offer Securities subject to the terms of such Offer Securities.
The applicable provisions of the Financial Services and Markets Act 2000 must be complied with in respect of anything done in relation to the Offers in, from or otherwise involving the United Kingdom. Capitalised terms used in this Tender Offer Memorandum have the meaning given in Part IV— ‘‘Definitions’’ of this Tender Offer Memorandum.
Unless the context otherwise requires, references in this Tender Offer Memorandum to Offer Security Holders or holders of Offer Securities include:
(i) in the case of Offer Securities in registered form, each person who is recorded in the register of RBSG, NatWest or the relevant Capital Trust, as the case may be, as a holder of an Offer Security and, in the case of Offer Securities in bearer form, each person who holds such Offer Securities;
(ii) each person who holds uncertificated Offer Securities in CREST;
(iii) each Direct Participant who is shown in the records of the Clearing Systems or Clearstream, Frankfurt as a holder of the Offer Securities;
(iv) each CDS Participant who is shown in the records of CDS as a holder of Canadian Innovative Tier 1 Securities; and
(v) each beneficial owner of the Offer Securities holding such Offer Securities, directly or indirectly, in an account in the name of a Direct Participant or CDS Participant, as the case may be, acting on such beneficial owner’s behalf,
except that for the purposes of any payment to an Offer Security Holder pursuant to an Offer of the relevant Purchase Price and the Accrued Distribution (i) in the case of Offer Securities held in the Clearing Systems or CDS, to the extent the beneficial owner of the relevant Offer Security is not a Direct Participant or a CDS Participant, as the case may be, such payment will only be made by the relevant Clearing System to the relevant Direct Participant or, as the case may be, by CDS to the relevant CDS Participant, and the making of payment to such Clearing System or CDS, as the case may be, will satisfy the obligations of the relevant Offeror in respect of the purchase of such Offer Securities, and the making of payment by such Clearing System or CDS (as the case may be) to such Direct Participant or CDS Participant will satisfy the obligations of the relevant Clearing System or CDS (as the case may be) in respect of the purchase of such Offer Securities and (ii) in the case of Offer Securities held outside the Clearing Systems and CDS, such payment will only be made by the Registrar to such beneficial owner and the making of payment by an Offeror to the Registrar will satisfy the obligations of the relevant Offeror in respect of the purchase of such Offer Securities, and the making of payment by the Registrar to such beneficial owner will satisfy the obligations of the Registrar in respect of the purchase of such Offer Securities.
Offer Security Holders who hold Series 2 Securities in Clearstream, Frankfurt or through a Direct Participant of Clearstream, Frankfurt should contact the Tender Agent or consult their broker, dealer, or other similar nominee for assistance in respect of the procedures for participating in the Offers, as such procedures vary from those Security Holders who hold Series 2 Securities in the Clearing Systems. See Part VIII—‘‘Procedures for Participating in the Offers and the Meetings—3— Holders of Series 2 Securities held in Clearstream, Frankfurt’’ of this Tender Offer Memorandum for further information.
All references in this Tender Offer Memorandum to ‘‘EUR’’, ‘‘euro’’ and ‘‘e’’ refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended, to ‘‘Sterling’’ and ‘‘£’’ refer to the currency of the United Kingdom, to U.S.$ and $ are to United States dollars and to ‘‘CAD’’ or ‘‘Canadian Dollars’’ are to Canadian dollars.
PART III
EXPECTED TIMETABLE OF EVENTS
The times and dates below are indicative only.
Events Times and Dates
Commencement of the Offers
Offers announced. Tender Offer Memorandum available from 6 April 2010 the Managers, the Tender Agents and the Registrar.
Voting Deadline
Deadline for receipt of valid Clearing System Voting 2.00 p.m. (London time) on 26 April Instructions by the relevant Clearing System (in relation to 2010
those holders of Relevant Securities who do not wish to tender their Relevant Securities under an Offer but do intend to vote on the relevant Amendment Resolution or the relevant Class Resolution).
Expiration Deadline (in respect of Offer Securities other than Canadian Innovative Tier 1 Securities)
The final deadline for receipt of valid Tender Instructions by the 1.00 p.m. (London time) on 27 April Tender Agent (including, in the case of a holder of Relevant 2010
Securities, an instruction to vote in favour of the relevant Amendment Resolution and the relevant Class Resolution) or, in the case of Offer Securities held outside the Clearing Systems and CDS, the Registrar, in order for Offer Security Holders to be able to participate in the Offers.
Expiration Deadline (in respect of Canadian Innovative Tier 1 Securities)
The final deadline for receipt of valid CDS Tender Instructions 8.00 a.m. (Toronto time) on 27 April
by the Canadian Tender Agent. 2010
Announcement of Aggregate Liquidation Preference/ Principal Amount of Offer Securities Validly Tendered
Announcement of details of the aggregate liquidation Expected to be on 28 April 2010 at or preference/principal amount of Offer Securities which has around 10.00 a.m. (London time) been validly tendered for each class and series of Offer
Securities.
Meetings
General Meeting of shareholders of RBSG to consider the Expected to be on 28 April 2010 at or RBSG Repurchase Resolution and the Amendment around 2.00 p.m. (London time) Resolutions.
Class Meeting of the holders of the 7.0916 per cent. Securities Expected to be on 28 April 2010 at or to consider the Class Resolution relating to such Relevant around 2.10 p.m. (London time) Securities.(1)
Class Meeting of the holders of the Convertible Preference Expected to be on 28 April 2010 at or Shares to consider the Class Resolution relating to such around 2.15 p.m. (London time) Relevant Securities.(2)
Events Times and Dates
Announcement of Results of Meetings and Offer Results in respect of Offer Securities
Announcement of whether the General Meeting Resolutions As soon as reasonably practicable and the Class Resolutions have been passed, whether the after the conclusion of the General Offerors will accept valid tenders of Offer Securities pursuant to Meeting and Class Meetings
the relevant Offers and the final aggregate liquidation preference and principal amount of Offer Securities accepted for purchase (if any). Determination of Accrued Distribution in respect of Offer Securities.(3)
Settlement
Expected settlement date for the Offers.(4) 4 May 2010
Notes:
(1) If such Class Meeting is adjourned, the adjourned Class Meeting is expected to be held on 29 April 2010 at or around
2.00 p.m. (London time).
(2) If such Class Meeting is adjourned, the adjourned Class Meeting is expected to be held on 29 April 2010 at or around
2.10 p.m. (London time).
(3) If either of the Class Meetings is adjourned, the announcement is expected to be made on 30 April 2010 at or around
10.00 a.m. (London time).
(4) If either of the Class Meetings is adjourned, the settlement date may change. The details of any such change will be
contained in the announcement of the results of the meetings.
The above times and dates are subject to the right of each Offeror to extend, re-open, amend, and/or terminate the Offers (subject to applicable law and as provided in this Tender Offer Memorandum). Offer Security Holders are advised to check with any bank, securities broker or other intermediary through which they hold Offer Securities whether such intermediary needs to receive instructions from an Offer Security Holder before the deadlines set out above in order for that Offer Security Holder to be able to participate in the Offers or vote on the relevant Amendment Resolution or the relevant Class Resolution, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in the Offers or their Clearing System Voting Instructions. The deadlines set by each Clearing System and
CDS for the submission of Tender Instructions or Clearing System Voting Instructions, as the case may be, will also be earlier than the relevant deadlines above. In the case of Offer Securities held in CREST, the deadline for TTE Instructions is 1.00 p.m. (London time) on the relevant day. See
Part VIII—‘‘Procedures for Participating in the Offers and the Meetings’’ of this Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offers will be made through RNS. Such announcements may also be found on the relevant Reuters International Insider Screen and be made by (i) the issue of a press release to a Notifying News Service; (ii) the delivery of notices to the Clearing Systems and CDS for communication to Direct Participants and CDS Participants; (iii) the posting of such notices to the registered addresses of holders of Offer Securities outside of the Clearing Systems; (iv) display on the website of the Luxembourg Stock Exchange and/or (v) display on RBSG’s website. Copies of all such announcements, press releases and notices can also be obtained from the Tender Agents or the Registrar, as applicable, the contact details for which are on the last page of this Tender Offer Memorandum. Significant delays may be experienced where notices are delivered to the Clearing Systems and CDS or sent by post and Offer Security Holders are urged to contact the Tender Agents or the Registrar, as applicable, for the relevant announcements during the course of the Offers. In addition, Offer Security Holders may contact the Managers for information using the contact details on the last page of this Tender Offer Memorandum.
RBSG expects to publish an interim management statement in respect of the three month period ended 31 March 2010 on 7 May 2010.
PART IV DEFINITIONS
7.0916 per cent. Securities The e1,300,000,000 7.0916 per cent. Non-cumulative Preference Shares Series 3 issued by RBSG, as more particularly described on the first page of this Tender Offer Memorandum.
Acceptance Priority The order, on a class by class basis, in which the Offerors will accept valid tenders of Offer Securities pursuant to the Offers, as more particularly set out in Part XI—‘‘Acceptance Priority’’ of this Tender Offer Memorandum.
Accrual An amount equivalent to the dividend (in the case of Offer Securities other than the Debt Securities) or interest (in the case of the Debt Securities) which would have been payable on the relevant Offer Securities on the Settlement Date if such date had been a dividend payment date or an interest payment date on such Offer Securities and if such dividend or interest had been payable in respect of the period from (and including) the dividend or interest payment date (whether or not such dividend or interest was in fact paid) for such Offer Securities prior to the Settlement Date to (but excluding) the Settlement Date. For the avoidance of doubt, the payment of any such amount shall not amount to the actual declaration and payment by the relevant Offeror of a dividend or interest payment on the relevant Offer Securities.
Accrued Distribution An amount in cash (rounded to the nearest £0.01, e0.01, CAD0.01 or U.S.$0.01, as the case may be, with half a cent/ penny rounded upwards) equal to the Accrual in respect of the relevant Offer Securities validly tendered for purchase by an Offer Security Holder and accepted by the relevant Offeror, which will be paid in the currency of such Offer Securities.
Aggregate Offer Limit The maximum aggregate liquidation preference, in the case of the Preference Shares, and principal amount, in the case of the Debt Securities, of all Offer Securities to be purchased by the Offerors pursuant to the Offers, which is £2,000,000,000 (subject as described herein).
For the purposes of calculating whether the Offer Securities tendered in the Offers exceed the Aggregate Offer Limit, the liquidation preference (in the case of Preference Shares) and principal amount (in the case of Debt Securities) of Offer Securities denominated in euro, U.S.$ or CAD shall be converted into Sterling at the Fixed Rate of Exchange. For the avoidance of doubt, the Aggregate Offer Limit does not include the Accrued Distributions.
Amendment Resolutions The special resolutions to be considered and, if thought fit, passed at the General Meeting approving the amendment to the terms of the Relevant Securities (which amendment comprises the removal of a pricing restriction applicable to the repurchase of the Relevant Securities by RBSG), as set out in RBSG’s articles of association, which will be set out in the notice of the General Meeting to be despatched in due course.
APS Shareholder Circular The shareholder circular published by RBSG on 27 November 2009 in connection with, among other things, its proposed accession to the asset protection scheme.
Argon Argon Capital Public Limited Company.
Argon Notes The £750,000,000 8.1620 per cent. Perpetual Non-cumulative Securities Series 100 issued by Argon, as more particularly described on the first page of this Tender Offer Memorandum.
Argon Preference Shares The 750,000 8.1620 per cent. Non-cumulative Sterling Preference Shares Series 1 with a liquidation preference of £1,000 each issued by RBSG, all of which were originally issued to Argon.
Beneficial Owner A person who is the owner of an interest in a particular liquidation preference or principal amount of the Offer Securities, as shown in (i) the records of the Clearing Systems or their Direct Participants, (ii) in respect of Canadian Innovative Tier 1 Securities, the records of CDS or its CDS Participants or (iii) in respect of Offer Securities held outside the Clearing Systems and CDS, the register maintained by the Registrar or the records of CREST.
Business Day A day other than a Saturday or a Sunday or a public holiday on which commercial banks and foreign exchange markets are open for business in London.
Canadian Innovative Tier 1 The outstanding CAD600,000,000 6.666 per cent. Fixed/
Securities Floating Rate Undated Callable Step Up Tier 1 Notes issued by RBSG, as more particularly described on the first page of this Tender Offer Memorandum.
Canadian Tender Agent Equity Transfer & Trust Company.
Capital Trusts RBS Capital Trust A, RBS Capital Trust B, RBS Capital Trust C and RBS Capital Trust D.
Capital Trust Securities The outstanding securities issued by the Capital Trusts which are subject to the Offers, as more particularly set out on the first page of this Tender Offer Memorandum.
CDS CDS Clearing and Depository Services Inc. (Canada).
CDS Participant Each participant in CDS who is shown in the records of CDS as a holder of an interest in the Canadian Innovative Tier 1 Securities.
CDS Tender Instruction A book-entry transfer of an Offer Security Holder’s Canadian Innovative Tier 1 Securities into the account of the Canadian Tender Agent in accordance with CDS procedures and by the relevant deadlines in order for Holders of the Canadian Innovative Tier 1 Securities to be able to participate in the Tender Offer.
CDSX The clearing and settlement system comprising the depository
service and the settlement service provided by CDS, as described in and governed by the CDS participant rules (Release 3.8) dated 1 March 2010.
Circular The circular to shareholders of RBSG containing notice of the General Meeting and of the Class Meetings.
Class Meetings The meetings to be held on or about 28 April 2010, (and, where the context permits, any adjournment thereof), at which the Class Resolutions will be considered by the holders of the Relevant Securities and, if thought fit, passed.
Class Resolutions The special resolutions to be considered and, if thought fit, passed by the holders of the Relevant Securities at the Class
Meetings sanctioning the variation of rights attaching to such Relevant Securities arising from the amendments to the terms of such Relevant Securities to remove the pricing restrictions contained in RBSG’s articles of association, as will be set out in the notice of Class Meetings contained in the Circular which is to be despatched in due course.
Clearing System Notice The ‘‘Deadlines and Corporate Events’’ or similar form of notice or bulletin to be sent to Direct Participants by each of the Clearing Systems on or about the date of this Tender Offer Memorandum informing Direct Participants of the procedures to be followed in order to participate in the Offers.
Clearing System Tender The electronic tender and blocking instruction in the form
Instruction specified in the Clearing System Notice for submission by Direct Participants to the Tender Agent via the relevant Clearing System and in accordance with the requirements of such Clearing System by the relevant deadlines in order for Offer Security Holders to be able to participate in an Offer.
Clearing System Voting Instruction The electronic voting and blocking instruction in the form specified in the Clearing System Notice for submission by Direct Participants to the Tender Agent via the relevant Clearing System and in accordance with the requirements of such Clearing System by the relevant deadlines in order for holders of Relevant Securities who do not intend to tender their Relevant Securities under an Offer to be able to vote on the relevant Amendment Resolution or the relevant Class Resolution.
Clearing Systems Euroclear and Clearstream, Luxembourg.
Clearstream, Frankfurt Clearstream Banking Aktiengesellschaft.
Clearstream, Luxembourg Clearstream Banking, soci´et´e anonyme.
Conditional Repurchase The conditional repurchase agreement entered into between
Agreement RBSG, NatWest and BNY Corporate Trustee Services Limited, as more particularly described in Part IX ‘‘Amendment and Termination—3—Amendments to the Terms of the Offers after the Notice of General Meeting’’.
Convertible Preference Shares The £200,000,000 7.3870 per cent. Non-cumulative Convertible Preference Shares Series 1 issued by RBSG, as more particularly described on the first page of this Tender Offer Memorandum.
CREST The CREST System operated by EUI, which is the United
Kingdom and Ireland electronic securities settlement system for uncertificated securities.
CREST Manual The document entitled the ‘‘CREST Manual’’ issued by EUI.
CREST System Has the meaning given to it in the CREST Manual.
Dealer Managers HSBC Bank plc and J.P. Morgan Securities Ltd.
Debt Securities The Canadian Innovative Tier 1 Securities, the Capital Trust Securities and the Argon Notes.
Deferral Securities Has the meaning given to it in Part VI ‘‘Risk Factors and Other Considerations’’.
Direct Participant Each person who is shown in the records of the Clearing Systems as a holder of the Offer Securities.
EUI Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited).
Euroclear Euroclear Bank S.A./N.V.
Euronext Amsterdam Euronext Amsterdam, operated by NYSE Euronext.
Expiration Deadline 1.00 p.m. (London time) or, in the case of the Canadian Innovative Tier 1 Securities, 8.00 a.m. (Toronto time) on 27 April 2010 (subject to the right of each Offeror to extend, re-open, amend and/or terminate an Offer).
Financial Promotion Order The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Fixed Rate of Exchange In respect of Offer Securities that are denominated in EUR, 1.1260, in U.S.$, 1.5280 and in CAD, 1.5405.
Frankfurt Stock Exchange The regulated market operated by Deutsche B¨orse AG.
General Meeting The general meeting of the shareholders of RBSG (and, where the context permits, any adjournment thereof) which is expected to take place on or about 28 April 2010, at which the RBSG Repurchase Resolution and the Amendment Resolutions will be considered and, if thought fit, passed.
General Meeting Resolutions The RBSG Repurchase Resolution and the Amendment Resolutions.
Global Arranger The Royal Bank of Scotland plc.
Group RBSG and its subsidiaries.
Irish Stock Exchange Irish Stock Exchange Limited.
Lead Dealer Managers The Royal Bank of Scotland plc (as dealer manager), Merrill Lynch International and Morgan Stanley & Co. International plc.
London Stock Exchange London Stock Exchange plc.
Longstop Date 7 June 2010, being the latest date for settlement of the Offers if the Offers are extended or re-opened.
Managers The Lead Dealer Managers and the Dealer Managers.
NatWest National Westminster Bank Public Limited Company.
NatWest Securities The £140,000,000 9.00 per cent. Non-cumulative Preference Shares Series A issued by NatWest, as more particularly described on the first page of this Tender Offer Memorandum.
NatWest Security Holder A holder of NatWest Securities.
Nominee The Bank of New York Depository (Nominees) Limited.
Non-clearing System Tender In the case of Offer Securities that are held in registered form
Instruction outside of the Clearing Systems and CDS, or which are held in CREST, the form of instruction posted to holders of such Offer Securities, together with this Tender Offer Memorandum, or obtainable from the Registrar, to be completed by each holder of such Offer Securities and delivered to the Registrar by the Expiration Deadline in order for such holders of Offer Securities to be able to participate in the relevant Offer.
Notifying News Service A recognised financial news service or services (e.g. Reuters/ Bloomberg) as selected by RBSG.
Offer Security Holder A holder of Offer Securities.
Offerors RBSG in relation to the invitation by it for the tender of RBSG Securities and NatWest in relation to the invitation by it for the tender of NatWest Securities.
Offers The invitations by RBSG to all RBSG Security Holders (in each case subject to the offer restrictions referred to in Part I—‘‘Offer and Distribution Restrictions’’ of this Tender Offer Memorandum) to tender any or all of the RBSG Securities for purchase by RBSG for cash, on the terms and subject to the conditions set out in this Tender Offer Memorandum and the invitation by NatWest to all NatWest Security Holders (subject to the offer restrictions referred to in Part I—‘‘Offer and Distribution Restrictions’’ of this Tender Offer Memorandum) to tender any or all of the NatWest Securities for purchase by NatWest for cash, on the terms and subject to the conditions set out in this Tender Offer Memorandum.
Official List The official list maintained by the UK Listing Authority.
Preference Shares The outstanding preference shares issued by RBSG and NatWest which are subject to the Offers, as more particularly set out on the first page of this Tender Offer Memorandum and, for the avoidance of doubt, such term shall not include the Argon Preference Shares.
Preference Share Trustee BNY Corporate Trustee Services Limited.
Purchase Price The cash amount payable by an Offeror expressed as a percentage of, in the case of Preference Shares, the liquidation preference or, in the case of Debt Securities, principal amount of the relevant class of Offer Securities accepted by such Offeror for purchase pursuant to an Offer as set out on the first page of this Tender Offer Memorandum.
RBSG The Royal Bank of Scotland Group plc.
RBSG Preference Shares The Preference Shares issued by RBSG and the Argon Preference Shares.
RBSG Repurchase Resolution The special resolution to be considered and, if thought fit, passed by the ordinary shareholders of RBSG at the General Meeting granting RBSG the authority to repurchase certain preference shares, including the RBSG Preference Shares, as will be set out in the notice of General Meeting contained in the Circular which is to be despatched in due course.
RBSG Securities The Offer Securities issued by RBSG, the Argon Notes and the Capital Trust Securities.
RBSG Security Holder A holder of RBSG Securities.
RBS N.V. RBS Holdings N.V.
RBS N.V. Group RBS N.V. and its direct and indirect subsidiaries and subsidiary undertakings.
Registrar Computershare Investor Services PLC.
Relevant Securities The 7.0916 per cent. Securities and the Convertible Preference Shares.
RNS The Regulatory News Service provided by the London Stock
Exchange (being a Regulated Information Service that is on the list of Regulated Information Services maintained by the Financial Services Authority).
Series 2 Securities The e1,250,000,000 Non-cumulative Preferred Securities Series 2 issued by RBSG, as more particularly described on the first page of this Tender Offer Memorandum.
Settlement Date Expected to be 4 May 2010 (subject to the passing of the RBSG Repurchase Resolution and, in respect of each class of Relevant Securities, the relevant Amendment Resolution and the relevant Class Resolution, and subject to the right of each Offeror to extend, re-open, amend and/or terminate an Offer).
Tender Agent Lucid Issuer Services Limited.
Tender Agents The Tender Agent and the Canadian Tender Agent.
Tender Instruction A Clearing System Tender Instruction, a CDS Tender Instruction or a Non-Clearing System Tender Instruction (as applicable).
Trust Deed The trust deed entered into between RBSG, NatWest and BNY Corporate Trustee Services Limited, as more particularly described in Part IX ‘‘Amendment and Termination—3— Amendments to the Terms of the Offers after the Notice of General Meeting’’.
TTE Instruction Has the meaning given to it in Part VIII—‘‘Procedures for Participating in the Offers and the Meetings—Tender Instructions—6—Non-Clearing System Tender Instructions for holders of Offer Securities held outside the Clearing Systems and CDS—Holders of Acceptance Priority held in CREST and CREST Procedures’’ of this Tender Offer Memorandum.
