As
filed with the Securities and Exchange Commission on September 30,
2009
Registration
No. 333-●
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
F-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
The
Royal Bank of Scotland Group plc
The
Royal Bank of Scotland plc
(Exact
Name of Registrant as Specified in Its Charter)
United
Kingdom
(State
or Other Jurisdiction of Incorporation or Organization)
Not
Applicable
(I.R.S.
Employer Identification No.)
RBS
Gogarburn, PO Box 1000
Edinburgh
EH12 1HQ
United
Kingdom
011-44-131-626-0000
(Address
and Telephone Number of Registrant’s Principal Executive Offices)
John
Fawcett
Chief
Financial Officer
Citizens
Financial Group, Inc.
600
Washington Boulevard
Stamford,
Connecticut, 06901
United
States
(203)
897 5087
(Name,
Address and Telephone Number of Agent for Service)
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Please
send copies of all communications to:
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Keith
L. Kearney
Nigel
D. J. Wilson
Davis
Polk & Wardwell LLP
99
Gresham Street
London
EC2V 7NG
England
Tel.
No.: 011-44-20-7418-1300
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Richard
J. B. Price
Shearman
& Sterling LLP
Broadgate
West
9
Appold Street
London
EC2A 2AP
England
Tel.
No.: 011-44-20-7655-5000
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Approximate date of commencement of
proposed sale to the public: As soon as practicable after the effective
date of this Registration Statement.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. o
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, please
check the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a registration statement pursuant to General Instruction I.C. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. x
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.C.
filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. o
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CALCULATION
OF REGISTRATION FEE
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Title
of Each Class
of
Securities to be Registered
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Amount
to be Registered/Proposed maximum offering pre unit/Proposed maximum
price
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Amount
of
registration
fee
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Debt
Securities of The Royal Bank of Scotland Group plc
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Unspecified(1)
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$0(2)
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Dollar Preference
Shares of The Royal Bank of Scotland Group plc(3)
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Unspecified(1)
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$0(2)
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Debt
Securities of The Royal Bank of Scotland plc
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Unspecified(1)
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$0(2)
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The
Royal Bank of Scotland Group plc Guarantees of Debt Securities of The
Royal Bank of Scotland plc(4)
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Unspecified(1)
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$0(2)
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(1)
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An
unspecified initial offering price, aggregate number of, or principal
amount of, the Debt Securities and the Dollar Preference Shares of The
Royal Bank of Scotland Group plc or the Debt Securities of The Royal Bank
of Scotland plc and the related Guarantees of The Royal Bank of Scotland
Group plc, as the case may be, are being registered as may from time to
time be offered at unspecified prices. Separate consideration
may or may not be received for securities that are issuable on exercise,
conversion or exchange of other securities or that are issued in units or
represented by depositary shares.
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(2)
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Deferred
in reliance upon Rule 456(b) and Rule 457(r), except for $370.22 that has
already been paid with respect to $10,000,000,000 aggregate initial
offering price of securities that were previously registered pursuant to
Registration Statement No. 333-123972 of The Royal Bank of Scotland Group
plc, which was initially filed on April 8, 2005 and were not sold
thereunder. Pursuant to Rule 457(p) under the Securities Act,
such unutilized filing fee may be applied to the filing fee payable
pursuant to this Registration
Statement.
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(3)
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American
Depositary Shares evidenced by American Depositary Receipts issuable upon
deposit of the Preference Shares registered hereby have been registered
under a separate Registration Statement on Form
F-6.
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(4)
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Guarantees
of the Debt Securities of The Royal Bank of Scotland plc will be issued by
The Royal Bank of Scotland Group plc. No separate consideration
will be received for any of these
guarantees.
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PROSPECTUS
THE
ROYAL BANK OF SCOTLAND GROUP plc
By this
prospectus we may offer —
DEBT
SECURITIES
DOLLAR
PREFERENCE SHARES
We will
provide the specific terms of these securities, and the manner in which they
will be offered, in one or more supplements to this prospectus. Any supplement
may also add, update or change information contained, or incorporated by
reference, in this prospectus. You should read this prospectus and the
supplements carefully before you invest.
You
should read both this prospectus and any prospectus supplement, together with
the additional information described under the heading “Where You Can Find More
Information” and the heading “Incorporation of Documents by Reference”, before
investing in our securities. The amount and price of the offered securities will
be determined at the time of the offering.
Our
American depositary shares, or ADSs, each representing one ordinary share (or a
right to receive one ordinary share), and evidenced by an American Depositary
Receipt or uncertificated securities, are listed on the New York Stock Exchange
under the symbol “RBS”. Our ordinary shares are listed on the London Stock
Exchange. Our series of American Depositary Shares representing non-cumulative
dollar preference shares and evidenced by American Depositary Receipts (Series
F, Series H, Series L, Series M, Series N, Series P, Series Q, Series R, Series
S, Series T, and Series U) are also listed on the New York Stock
Exchange.
Investing
in our debt securities involves risks that are described in the “Risk Factors”
section of our annual reports filed with the Securities and Exchange Commission
or in the applicable prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined that this prospectus
is truthful or complete. Any representation to the contrary is a
criminal offense.
This
prospectus may not be used to sell securities unless it is accompanied by a
prospectus supplement.
The date
of this prospectus is September 30, 2009.
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Page
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About
this Prospectus
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1
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Use
of Proceeds
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1
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The
Royal Bank of Scotland Group plc
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1
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Description
of Debt Securities
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2
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Description
of Dollar Preference Shares
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15
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Description
of American Depositary Receipts
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22
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Plan
of Distribution
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26
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Legal
Opinions
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27
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Experts
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27
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Enforcement
of Civil Liabilities
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27
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Where
You Can Find More Information
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28
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Incorporation
of Documents by Reference
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28
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Cautionary
Statement on Forward-Looking Statements
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29
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This
prospectus is part of a registration statement that we filed with the U.S.
Securities and Exchange Commission (“SEC”) using a “shelf” registration or
continuous offering process. Under this shelf process, we may sell
the securities described in this prospectus in one or more offerings of an
unspecified amount in one or more foreign currencies or currency
units.
This
prospectus provides you with a general description of the debt securities and
dollar preference shares we may offer, which we will refer to collectively as
the “securities”. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement will provide information
regarding certain tax consequences of the purchase, ownership and disposition of
the offered securities. The prospectus supplement may also add to,
update or change information contained in this prospectus. If there
is any inconsistency between the information in this prospectus and any
prospectus supplement, you should rely on the information in that prospectus
supplement. We will file each prospectus supplement with the
SEC. You should read both this prospectus and the applicable
prospectus supplement, together with the additional information described under
the heading “Where You Can Find More Information”.
The
registration statement containing this prospectus, including exhibits to the
registration statement, provides additional information about us and the
securities offered under this prospectus. The registration statement
can be read at the SEC’s offices or obtained from the SEC’s website mentioned
under the heading “Where You Can Find More Information”.
Certain
Terms
In this
prospectus, the terms “we”, “us”, “our” or “RBSG” refer to The Royal Bank of
Scotland Group plc, the term “Group” means The Royal Bank of Scotland Group plc
and its subsidiaries, the term “RBS plc” means The Royal Bank of Scotland plc,
the term “RBS” or the “Royal Bank” means RBS plc and its subsidiaries, the term
“NWB Plc” means National Westminster Bank Plc and the term “NatWest” means NWB
Plc and its subsidiaries.
We
publish our consolidated financial statements in pounds sterling (“£” or
“sterling”), the lawful currency of the United Kingdom. In this
prospectus and any prospectus supplement, references to “dollars” and “$” are to
United States dollars.
Unless we
have disclosed a specific plan in the accompanying prospectus supplement, we
will use the net proceeds from the sale of the securities offered by this
prospectus in the general business of our Group and to strengthen further our
Group’s capital base. The Group has raised capital in various markets
from time to time and we expect to continue to raise capital in appropriate
markets as and when required.
RBSG is a
public limited company incorporated in Scotland with registration number
SC045551. RBSG was incorporated under Scots law on March 25,
1968. RBSG is the holding company of a large global banking and
financial services group. Headquartered in Edinburgh, the Group operates in the
United Kingdom, the United States and internationally through its two principal
subsidiaries, RBS and NatWest. Both RBS and NatWest are major U.K.
clearing banks whose origins go back over 275 years. In the United
States, the Group’s subsidiary Citizens Financial Group, Inc. is a large
commercial banking organisation. The Group 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.
The Commissioners of Her
Majesty’s Treasury currently holds 70.3% of the issued ordinary share capital of
RBSG. On February 26, 2009, RBSG announced its intention to issue up
to £25.5 billion of B Shares to the U.K. Government. If
all such B Shares are issued, conversion of the B Shares would increase this
ownership interest to approximately 84.4% of the issued ordinary share capital
of RBSG.
The Group
had total assets of £2,401.7 billion and owners’ equity of £58.9 billion at
December 31, 2008. The Group’s capital ratios at that date, which included the
equity minority interest of the State of the Netherlands and Banco Santander,
S.A. (“Santander”) in ABN AMRO Holdings N.V. (“ABN AMRO”), were a total capital
ratio of 14.1%., a Core Tier 1 capital ratio of 6.8% and a Tier 1 capital ratio
of 10.0%. As at June 30, 2009, RBSG had total assets of £1,818.9
billion and owners’ equity of £55.7 billion. RBSG’s Tier 1 and Core
Tier 1 capital ratios at that date were 9.3% and 7.0%,
respectively.
On
October 17, 2007, RFS Holdings B.V. (“RFS Holdings”), which at the time was
owned by RBSG, Fortis N.V., Fortis SA/NY, Fortis Bank Nederland (Holding) N.V.
and Santander, completed the acquisition of ABN AMRO. RFS Holdings,
which is now jointly owned by RBSG, the State of the Netherlands and Santander
(the “Consortium Members”), is in the process of implementing an orderly
separation of the business units of ABN AMRO, with ABN AMRO’s global wholesale
businesses and international retail businesses in Asia and the Middle East
subject to the outcome of RBSG’s strategic review. Certain other
assets will continue to be shared by the Consortium Members.
RBSG’s
registered office is 36 St Andrew Square, Edinburgh EH2 2YB, Scotland and its
principal place of business is RBS Gogarburn, PO Box 1000, Edinburgh EH12 1HQ,
Scotland, telephone +44 131 626 0000.
The
following is a summary of the general terms of the debt
securities. Each time that we issue debt securities, we will file a
prospectus supplement with the SEC, which you should read
carefully. The prospectus supplement may contain additional terms of
those debt securities. The terms presented here, together with the
terms contained in the prospectus supplement, will be a description of the
material terms of the debt securities, but if there is any inconsistency between
the terms presented here and those in the prospectus supplement, those in the
prospectus supplement will apply and will replace those presented
here. You should also read the indentures under which we will issue
the debt securities, which we have filed with the SEC as exhibits to the
registration statement of which this prospectus is a part.
When
we refer to “debt securities” in this prospectus, we mean the senior debt
securities, the subordinated debt securities and the capital
securities. The subordinated debt securities and the capital
securities of any series will be our subordinated obligations. Senior
debt securities will be issued under a senior debt
indenture. Subordinated debt securities will be issued under a
subordinated debt indenture. Capital debt securities that have no
stated maturity will be issued under a capital securities
indenture. Each indenture is a contract between us and The Bank of
New York Mellon, which will initially act as trustee. The indentures
are substantially identical, except for certain provisions such as those
relating to subordination, which are included only in the subordinated debt
indenture and the capital securities indenture. None of the
indentures limit our ability to incur additional indebtedness, including
additional senior indebtedness.
General
The debt
securities are not deposits and are not insured or guaranteed by the U.S.
Federal Deposit Insurance Corporation or any other government agency of the
United States or the United Kingdom.
The
indentures do not limit the amount of debt securities that we may
issue. We may issue debt securities in one or more
series. The relevant prospectus supplement for any particular series
of debt securities will describe the terms of the offered debt securities,
including some or all of the following terms:
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whether
they are senior debt securities, capital securities or subordinated debt
securities;
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their
specific designation, authorized denomination and aggregate principal
amount;
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the
price or prices at which they will be
issued;
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whether
such debt securities will be dated debt securities with a specified
maturity date or undated debt securities with no specified maturity
date;
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the
annual interest rate or rates, or how to calculate the interest rate or
rates;
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the
date or dates from which interest, if any, will accrue or the method, if
any, by which such date or dates will be
determined;
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whether
payments are subject to a condition that we are able to make such payment
and remain able to pay our debts as they fall due and our assets continue
to exceed our liabilities (other than subordinated
liabilities);
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the
times and places at which any interest payments are
payable;
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the
terms of any mandatory or optional redemption, including the amount of any
premium;
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any
modifications or additions to the events of defaults with respect to the
debt securities offered;
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any
provisions relating to conversion or exchange for other securities issued
by us;
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the
currency or currencies in which they are denominated and in which we will
make any payments;
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any
index used to determine the amount of any payments on the debt
securities;
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any
restrictions that apply to the offer, sale and delivery of the debt
securities and the exchange of debt securities of one form for debt
securities of another form;
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whether
and under what circumstances, if other than those described in this
prospectus, we will pay additional amounts on the debt securities
following certain developments with respect to withholding tax or
information reporting laws and whether, and on what terms, if other than
those described in this prospectus, we may redeem the debt securities
following those developments;
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the
terms of any mandatory or optional exchange;
and
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any
listing on a securities exchange.
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In
addition, the prospectus supplement will describe the material U.S. federal and
U.K. tax considerations that apply to any particular series of debt
securities.
Debt
securities may bear interest at a fixed rate or a floating rate. We
will sell any subordinated debt securities that bear no interest, or that bear
interest at a rate that at the time of issuance is below the prevailing market
rate, at a discount to their stated principal amount.
Holders
of debt securities shall have no voting rights except those described under the
heading “— Modification and Waiver” below.
Form
of Debt Securities; Book-Entry System
General
Unless
the relevant prospectus supplement states otherwise, the debt securities shall
initially be represented by one or more global securities in registered form,
without coupons attached, and will be deposited with or on behalf of one or more
depositary, including, without limitation, The Depository Trust Company (“DTC”),
Euroclear Bank S.A./N.V. (“Euroclear Bank”), as operator of the Euroclear System
(“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream Luxembourg”), and
will be registered in the name of such depositary or its nominee. Unless and
until the debt securities are exchanged in whole or in part for other securities
that we issue or the global securities are exchanged for definitive securities,
the global securities may not be transferred except as a whole by the depositary
to a nominee or a successor of the depositary.
The debt
securities may be accepted for clearance by DTC, Euroclear and Clearstream
Luxembourg. Unless the relevant prospectus supplement states
otherwise, the initial distribution of the debt securities will be cleared
through DTC only. In such event, beneficial interests in the global
debt securities will be shown on, and transfers thereof will be effected only
through, the book-entry records maintained by DTC and its direct and indirect
participants, including, as applicable, Euroclear and Clearstream
Luxembourg.
The laws
of some states may require that certain investors in securities take physical
delivery of their securities in definitive form. Those laws may
impair the ability of investors to own interests in book-entry
securities.
So long
as the depositary, or its nominee, is the holder of a global debt security, the
depositary or its nominee will be considered the sole holder of such global debt
security for all purposes under the indentures. Except as described
below under the heading “—Issuance of Definitive Securities”, no participant,
indirect participant or other person will be entitled to have debt securities
registered in its name, receive or be entitled to receive physical delivery of
debt securities in definitive form or be considered the owner or holder of the
debt securities under the indentures. Each person having an ownership
or other interest in debt securities must rely on the procedures of the
depositary, and, if a person is not a participant in the depositary, must rely
on the procedures of the participant or other securities intermediary through
which that person owns its interest to exercise any rights and obligations of a
holder under the indentures or the debt securities.
Payments
on the Global Debt Security
Payments
of any amounts in respect of any global securities will be made by the trustee
to the depositary. Payments will be made to beneficial owners of debt
securities in accordance with the rules and procedures of the depositary or its
direct and indirect participants, as applicable. Neither we nor the
trustee nor any of our agents will have any responsibility or liability for any
aspect of the records of any securities intermediary in the chain of
intermediaries between the depositary and any beneficial owner of an interest in
a global security, or the failure of the depositary or any intermediary to pass
through to any beneficial owner any payments that we make to the
depositary.
The
Clearing Systems
DTC,
Euroclear and Clearstream Luxembourg have advised us as follows:
DTC. DTC, the
world’s largest securities depository, is a limited-purpose trust company
organized under the New York Banking Law, a “banking organization” within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
“clearing corporation” within the meaning of the New York Uniform Commercial
Code, and a “clearing agency” registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). DTC holds and provides asset servicing for over 3.5 million
issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues,
and money market instruments (from over 100 countries) that DTC’s participants
deposit with DTC. DTC also facilitates the post-trade settlement among direct
participants of sales and other securities transactions in deposited securities,
through electronic computerized book-entry transfers and pledges between direct
participants’ accounts. This eliminates the need for physical movement of
securities certificates. Direct participants include both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding
company for DTC, National Securities Clearing Corporation and Fixed Income
Clearing Corporation, all of which are registered clearing agencies. DTCC is
owned by the users of its regulated subsidiaries. Access to the DTC system is
also available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a direct participant, either directly or
indirectly. The DTC rules applicable to its participants are on file with the
SEC. More information about DTC can be found at www.dtcc.com and
www.dtc.org.
Euroclear. Euroclear
holds securities for its participants and clears and settles transactions
between its participants through simultaneous electronic book-entry delivery
against payment. Euroclear provides various other services, including
safekeeping, administration, clearance and settlement and securities lending and
borrowing, and interfaces with domestic markets in several
countries. Securities clearance accounts and cash accounts with
Euroclear
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable law
(collectively, the “Euroclear Terms and Conditions”). The Euroclear
Terms and Conditions govern transfers of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments with
respect to securities in Euroclear.
Clearstream
Luxembourg. Clearstream Luxembourg is incorporated under the
laws of The Grand Duchy of Luxembourg as a professional
depositary. Clearstream Luxembourg holds securities for its
participants and facilitates the clearance and settlement of securities
transactions between its participants through electronic book-entry changes in
accounts of its participants, thereby eliminating the need for physical movement
of certificates. Clearstream Luxembourg provides to its participants,
among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and
borrowing. Clearstream Luxembourg interfaces with domestic markets in
several countries.
Issuance
of Definitive Securities
So long
as the depositary holds the global securities of a particular series of debt
securities, such global securities will not be exchangeable for definitive
securities of that series unless:
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the
depositary notifies the trustee that it is unwilling or unable to continue
to act as depositary for the debt securities or the depositary ceases to
be a clearing agency registered under the Exchange
Act;
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we
are wound up and we fail to make a payment on the debt securities when
due; or
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at
any time we determine at our option and in our sole discretion that the
global securities of a particular series of debt securities should be
exchanged for definitive debt securities of that series in registered
form.
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Each
person having an ownership or other interest in a debt security must rely
exclusively on the rules or procedures of the depositary as the case may be, and
any agreement with any direct or indirect participant of the depositary,
including Euroclear or Clearstream Luxembourg and their participants, as
applicable, or any other securities intermediary through which that person holds
its interest, to receive or direct the delivery of possession of any definitive
security. The indentures permit us to determine at any time and in
our sole discretion that debt securities shall no longer be represented by
global securities. DTC has advised us that, under its current
practices, it would notify its participants of our request, but will only
withdraw beneficial interests from the global securities at the request of each
DTC participant. We would issue definitive certificates in exchange
for any such beneficial interests withdrawn.
Unless
otherwise specified in the prospectus supplement, definitive debt securities
will be issued in registered form only. To the extent permitted by
law, we, the trustee and any paying agent shall be entitled to treat the person
in whose name any definitive security is registered as its absolute
owner.
Payments
in respect of each series of definitive securities will be made to the person in
whose name the definitive securities are registered as it appears in the
register for that series of debt securities. Payments will be made in
respect of the debt securities by check drawn on a bank in New York or, if the
holder requests, by transfer to the holder’s account in New
York. Definitive securities should be presented to the paying agent
for redemption.
If we
issue definitive debt securities of a particular series in exchange for a
particular global debt security, the depositary, as holder of that global debt
security, will surrender it against receipt of the definitive debt securities,
cancel the book-entry debt securities of that series, and distribute the
definitive debt securities of that series to the persons and in the amounts that
the depositary specifies pursuant to the internal procedures of such
depositary.
If
definitive securities are issued in the limited circumstances described above,
those securities may be transferred in whole or in part in denominations of any
whole number of securities upon surrender of the definitive securities
certificates together with the form of transfer endorsed on it, duly completed
and executed at the specified office of a paying agent. If only part
of a securities certificate is transferred, a new securities certificate
representing the balance not transferred will be issued to the transferor within
three business days after the paying agent receives the
certificate. The new certificate representing the balance will be
delivered to the transferor by uninsured post at the risk of the transferor, to
the address of the transferor appearing in the records of the paying
agent. The new
certificate
representing the securities that were transferred will be sent to the transferee
within three business days after the paying agent receives the certificate
transferred, by uninsured post at the risk of the holder entitled to the
securities represented by the certificate, to the address specified in the form
of transfer.
Settlement
Initial
settlement for each series of debt securities and settlement of any secondary
market trades in the debt securities will be made in same-day
funds. Book-entry debt securities held through DTC will settle in
DTC’s Same-Day Funds Settlement System.
Payments
We will
make any payments of interest and, in the case of subordinated debt securities,
principal, on any particular series of debt securities on the dates and, in the
case of payments of interest, at the rate or rates, that we set out in, or that
are determined by the method of calculation described in, the relevant
prospectus supplement.
Subordinated
Debt Securities
Unless
the relevant prospectus supplement provides otherwise, if we do not make a
payment on that series of subordinated debt securities on any payment date, our
obligation to make that payment shall be deferred, if it is an interest payment,
until the date upon which we pay a dividend on any class of our share capital
and, if it is a principal payment, until the first business day after the date
that falls six months after the original payment date (a “Deferred Payment
Date”). If we fail to make a payment before the Deferred Payment Date, that
failure shall not create a default or otherwise allow any holder to sue us for
the payment or take any other action. Each payment that is deferred
in this way will accrue interest at the rate prevailing in accordance with the
terms of the series of debt securities immediately before the original payment
date. Any payment deferred in this way shall not be treated as due
for any purpose, including for the purposes of ascertaining whether or not a
Subordinated Debt Security Default has occurred, until the Deferred Payment
Date.
Capital
Securities
We are
not required to make payments on any series of capital securities on any payment
date and if we fail to make a payment, such failure shall not create a
default. Any payment that we do not make in respect of any series of
capital securities on any applicable payment date, together with any other
unpaid payments, so long as they remain unpaid, shall be “Missed Payments” and
will accumulate until paid. Missed Payments will not bear
interest.
We may
choose to pay any Missed Payments in whole or in part at any time on not less
than 14 days’ notice to the trustee, but, except as otherwise provided in the
prospectus supplement, all Missed Payments on all capital securities of a
particular series outstanding at the time shall become due and payable in full
upon the occurrence of an “Event of Default” or, subject to the “solvency
condition”, a “Capital Security Default”. These terms are defined
below under the heading “—Events of Default and Defaults; Limitation of
Remedies”. If we give notice that we intend to pay all or part of the
Missed Payments on the capital securities of any series, we shall be obliged,
subject to the solvency condition, to do so at the time specified in our
notice.
Except in
a winding up, all payments on the capital securities of any series will be
conditional upon our being solvent at the time of payment, and we will not make
any payment unless we will still be solvent immediately
afterwards. This is called the “solvency condition”. For
this purpose, we shall be solvent if we are able to pay our debts as they fall
due and our total non-consolidated assets exceed our total non-consolidated
liabilities, excluding liabilities that do not constitute “Senior Claims” (as
defined under the heading “—Subordination” below) except in the case of the
optional redemption or repurchase of any capital securities. A report
as to our solvency by a director or, in certain circumstances, our auditors
shall, unless there is a manifest error, be treated and accepted by us, the
trustee and any holder of capital securities as correct and sufficient evidence
of solvency or insolvency. If we fail to make any payment as a result
of failure to satisfy the solvency condition, that payment will constitute a
Missed Payment and will accumulate with any other Missed Payments until
paid. In a winding up, the amount payable on capital securities of
any series will be determined in accordance with the capital security
subordination provisions described under the heading “ —Subordination”
below.
You
should note that if we are unable to make any payment on the capital securities
of any series because we are not able to satisfy the solvency condition, the
amount of any payment which we would otherwise make will be available to meet
our losses.
Subordination
Senior
Debt Securities
Unless
the relevant prospectus supplement provides otherwise, senior debt securities
and coupons (if any) appertaining thereto constitute our direct, unconditional,
unsecured and unsubordinated obligations ranking pari passu, without any
preference among themselves, with all of our other outstanding unsecured and
unsubordinated obligations, present and future, except such obligations as are
preferred by operation of law.
Subordinated
Debt Securities
Unless
the relevant prospectus supplement provides otherwise, in a winding up, all
payments on any series of subordinated debt securities will be subordinate to,
and subject in right of payment to the prior payment in full of, all claims of
all of our creditors other than claims in respect of any liability that is, or
is expressed to be, subordinated, whether only in the event of a winding up or
otherwise, to the claims of all or any of our creditors, in the manner provided
in the subordinated debt indenture.
Capital
Securities
Unless
the relevant prospectus supplement provides otherwise, in a winding up, the
principal amount of, and payments and any Missed Payments on, any series of
capital securities will be subordinate to, and subject in right of payment to
the prior payment in full of, all Senior Claims. The following are
“Senior Claims” in respect of any series of capital securities:
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all
claims of our unsubordinated creditors admitted in the winding
up;
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all
claims of our creditors in respect of liabilities that are, or are
expressed to be, subordinated, whether only in the event of a winding up
or otherwise, to the claims of our unsubordinated creditors but not
further or otherwise; and
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all
other claims except those that rank, or are expressed to rank, equally
with or junior to the claims of any holder of capital securities of any
series.
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Additional
senior claims, if any, may be set forth in the accompanying prospectus
supplement.
If at any
time an order is made or a shareholders’ resolution is passed for a winding up,
any amounts that would have been payable in respect of the capital securities of
any series if, on and after the day immediately before the winding up began, any
holder of those capital securities had been the holder of preference shares in
our capital with a preferential right to a return of assets in the winding up
over the holders of all other issued shares, including all classes of our
preference shares, will be payable on those capital securities. These
amounts will be calculated assuming that such preference shares were entitled,
to the exclusion of all other rights or privileges, to receive as a return of
capital an amount equal to the principal amount of the capital securities of the
series then outstanding, together with all payments accrued to the date of
repayment at the rate provided for in those capital securities and any Missed
Payments. Accordingly, no amount will be payable in a winding up on
any series of capital securities until all Senior Claims admitted in the winding
up have been paid in full.
General
As a
consequence of these subordination provisions, if winding up proceedings should
occur, each holder may recover less ratably than the holders of our
unsubordinated liabilities and, in the case of the holders of capital
securities, the holders of certain of our subordinated liabilities, including
the holders of subordinated debt securities. If, in any winding up,
the amount payable on any series of debt securities and any claims ranking
equally with that series are not paid in full, those debt securities and other
claims ranking equally will share ratably in any distribution
of our
assets in a winding up in proportion to the respective amounts to which they are
entitled. If any holder is entitled to any recovery with respect to
the debt securities in any winding up or liquidation, the holder might not be
entitled in those proceedings to a recovery in U.S. dollars and might be
entitled only to a recovery in pounds sterling or any other lawful currency of
the United Kingdom.
In
addition, because we are a holding company, our rights to participate in the
assets of any subsidiary if it is liquidated will be subject to the prior claims
of its creditors, including, in the case of our bank subsidiaries, their
depositors, except to the extent that we may be a creditor with recognized
claims against the subsidiary.
Additional
Amounts
Unless
the relevant prospectus supplement provides otherwise, we will pay any amounts
to be paid by us on any series of debt securities without deduction or
withholding for, or on account of, any and all present and future income, stamp
and other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings imposed, levied, collected, withheld or assessed by or on behalf of
the United Kingdom or any U.K. political subdivision thereof or authority that
has the power to tax (a “U.K. taxing jurisdiction”), unless such deduction or
withholding is required by law. If at any time a U.K. taxing
jurisdiction requires us to make such deduction or withholding, we will pay
additional amounts with respect to the principal of, and payments and Missed
Payments on, the debt securities (“Additional Amounts”) that are necessary in
order that the net amounts paid to the holders of those debt securities, after
the deduction or withholding, shall equal the amounts of principal and any
payments and Missed Payments which would have been payable on that series of
debt securities if the deduction or withholding had not been
required. However, this will not apply to any tax that would not have
been payable or due but for the fact that:
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the
holder or the beneficial owner of the debt securities is a domiciliary,
national or resident of, or engaging in business or maintaining a
permanent establishment or physically present in, a U.K. taxing
jurisdiction or otherwise having some connection with the U.K. taxing
jurisdiction other than the holding or ownership of a debt security, or
the collection of any payment of, or in respect of, principal of, or any
payments or Missed Payments on, any debt security of the relevant
series;
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except
in the case of a winding up in the United Kingdom, the relevant debt
security is presented (where presentation is required) for payment in the
United Kingdom;
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the
relevant debt security is presented (where presentation is required) for
payment more than 30 days after the date payment became due or was
provided for, whichever is later, except to the extent that the holder
would have been entitled to the Additional Amounts on presenting the debt
security for payment at the close of that 30 day
period;
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the
holder or the beneficial owner of the relevant debt security or the
beneficial owner of any payment of or in respect of principal of, or any
payments or Missed Payments on, the debt security failed to comply with a
request by us or our liquidator or other authorized person addressed to
the holder to provide information concerning the nationality, residence or
identity of the holder or the beneficial owner or to make any declaration
or other similar claim to satisfy any information requirement, which is
required or imposed by a statute, treaty, regulation or administrative
practice of a U.K. taxing jurisdiction as a precondition to exemption from
all or part of the tax;
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the
withholding or deduction is imposed on a payment to or for the benefit of
an individual and is required to be made pursuant to, in the case of
capital securities and senior debt securities, European Council Directive
2003/48/EC or any other Directive implementing the conclusions of the
ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings
income or any law implementing or complying with, or introduced in order
to conform to, such directive or, in the case of subordinated debt
securities, any European Union Directive on the taxation of savings
implementing the proposal for a European Union Directive presented by the
European Commission on July 18, 2001 or any law implementing or complying
with, or introduced in order to conform to, such a
directive;
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the
relevant debt security is presented (where presentation is required) for
payment by or on behalf of a holder who would have been able to avoid such
withholding or deduction by presenting the relevant debt security to
another paying agent in a Member State of the European Union;
or
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any
combination of the above items;
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nor shall
Additional Amounts be paid with respect to the principal of, and payments and
Missed Payments on, the debt securities to any holder who is a fiduciary or
partnership or settlor with respect to such fiduciary or a member of such
partnership other than the sole beneficial owner of such payment to the extent
such payment would be required by the laws of any taxing jurisdiction to be
included in the income for tax purposes of a beneficiary or partner or settlor
with respect to such fiduciary or a member of such partnership or a beneficial
owner who would not have been entitled to such Additional Amounts, had it been
the holder.
Whenever
we refer in this prospectus and any prospectus supplement, in any context, to
the payment of the principal of or any payments, or any Missed Payments on, or
in respect of, any debt security of any series, we mean to include the payment
of Additional Amounts to the extent that, in the context, Additional Amounts
are, were or would be payable.
Redemption
Unless
the relevant prospectus supplement provides otherwise, we will, in the case of
capital securities, if the solvency condition is satisfied, have the option to
redeem the debt securities of any series as a whole upon not less than 30 nor
more than 60 days’ notice to each holder of debt securities, on any payment
date, at a redemption price equal to 100% of their principal amount together
with any accrued but unpaid payments of interest in the case of senior debt
securities and subordinated debt securities, and all payments and Missed
Payments in the case of capital securities, to the redemption date, or, in the
case of discount securities, their accreted face amount, together with any
accrued interest, if we determine that as a result of a change in or amendment
to the laws or regulations of a U.K. taxing jurisdiction, including any treaty
to which it is a party, or a change in an official application or interpretation
of those laws or regulations, including a decision of any court or tribunal,
which becomes effective on or after the date of the applicable prospectus
supplement:
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in
making any payments, including Missed Payments in the case of capital
securities, on the particular series of debt securities, we have paid or
will or would on the next payment date be required to pay Additional
Amounts;
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payments,
including Missed Payments in the case of capital securities, on the next
payment date in respect of any of the series of debt securities would be
treated as “distributions” within the meaning of Section 209 of the Income
and Corporation Taxes Act 1988 of the United Kingdom, or any statutory
modification or re-enactment of the Act;
or
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on
the next payment date we would not be entitled to claim a deduction in
respect of the payments in computing our U.K. taxation liabilities, or the
value of the deduction to us would be materially
reduced.
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In each
case we shall be required, before we give a notice of redemption, to deliver to
the trustee a written legal opinion of independent English counsel of recognized
standing, selected by us, in a form satisfactory to the trustee confirming that
we are entitled to exercise our right of redemption.
The
relevant prospectus supplement will specify whether or not we may redeem the
debt securities of any series, in whole or in part, at our option, in any other
circumstances and, if so, the prices and any premium at which and the dates on
which we may do so. In the case of capital securities, redemption
will only be allowed if the solvency condition is satisfied. Any
notice of redemption of debt securities of any series will state, among other
items:
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the
amount of debt securities to be redeemed if less than all of the series is
to be redeemed;
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that
the redemption price will, subject to the solvency condition, become due
and payable on the redemption date and that payments will cease to accrue
on such date; and
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the
place or places at which each holder may obtain payment of the redemption
price.
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In the
case of a partial redemption, the trustee shall select the debt securities to be
redeemed in any manner which it deems fair and appropriate.
We or any
of our subsidiaries may at any time and from time to time purchase debt
securities of any series in the open market or by tender (available to each
holder of debt securities of the relevant series) or by private agreement, if
applicable law allows and if, in the case of the capital securities, the
solvency condition is satisfied. Any debt securities of any series
that we purchase beneficially for our own account, other than in connection with
dealing in securities, will be treated as cancelled and will no longer be issued
and outstanding.
Under
existing U.K. Financial Services Authority (“FSA”) requirements, we may not make
any redemption or repurchase of any debt securities beneficially for our own
account, other than a repurchase in connection with dealing in securities,
unless we give prior notice to the FSA and, in certain circumstances, it
consents in advance. The FSA may impose conditions on any redemption
or repurchase.
Modification
and Waiver
We and
the trustee may make certain modifications and amendments of the applicable
indenture with respect to any series of debt securities without the consent of
the holders of the debt securities. We may make other modifications
and amendments with the consent of the holder or holders of not less than a
majority in aggregate outstanding principal amount of the debt securities of the
series outstanding under the indenture that are affected by the modification or
amendment, voting as one class. However, we may not make any
modification or amendment without the consent of the holder of each debt
security affected that would:
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change
the stated maturity of the principal amount of any subordinated debt
security;
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change
the terms of any capital security to include a stated maturity
date;
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reduce
the principal amount of, or in the case of subordinated debt securities,
the interest rates, or any premium payable upon the redemption of, or the
payments, in the case of capital securities or any Missed Payments, with
respect to any debt security;
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change
our obligation (or any successor’s) to pay Additional
Amounts;
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change
the currency of payment;
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impair
the right to institute suit for the enforcement of any payment due and
payable;
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reduce
the percentage in aggregate principal amount of outstanding debt
securities of the series necessary to modify or amend the indenture or to
waive compliance with certain provisions of the indenture and any past
Event of Default, Senior Debt Security Event of Default, Subordinated Debt
Security Default or Capital Security Default (as such terms are defined
below);
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modify
the subordination provisions or the terms of our obligations in respect of
the due and punctual payment of the amounts due and payable on the debt
securities in a manner adverse to the holders;
or
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modify
the above requirements.
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In
addition, material variations in the terms and conditions of debt securities of
any series, including modifications relating to subordination, redemption,
Events of Default, Senior Debt Security Event of Default, Subordinated Debt
Security Defaults, Capital Security Defaults or Capital Security Payment Events
(as those terms
are
defined under the heading “Event of Default and Defaults; Limitations of
Remedies” below), may require the non-objection from, or consent of, the
FSA.
Events
of Default and Defaults; Limitation of Remedies
Senior
Debt Security Event of Default
Unless
the relevant prospectus supplement provides otherwise, a “Senior Debt Security
Event of Default” with respect to any series of senior debt securities shall
result if:
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we
do not pay any principal or interest on any senior debt securities of that
series within 14 days from the due date for payment and the principal or
interest has not been duly paid within a further 14 days following written
notice from the trustee or from holders of 25% in outstanding principal
amount of the senior debt securities of that series to us requiring the
payment to be made. It shall not, however, be a Senior Debt
Security Event of Default if during the 14 days after the notice, we
satisfy the trustee that such sums were not paid in order to comply with a
law, regulation or order of any court of competent
jurisdiction. Where there is doubt as to the validity or
applicability of any such law, regulation or order, it shall not be a
Senior Debt Security Event of Default if we act on the advice given to us
during the 14 day period by independent legal advisers approved by the
trustee; or
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we
breach any covenant or warranty of the senior debt indenture (other than
as stated above with respect to payments when due) and that breach has not
been remedied within 60 days of receipt of a written notice from the
trustee certifying that in its opinion the breach is materially
prejudicial to the interests of the holders of the senior debt securities
of that series and requiring the breach to be remedied or from holders of
at least 25% in outstanding principal amount of the senior debt securities
of that series requiring the breach to be remedied;
or
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either
a court of competent jurisdiction issues an order which is not
successfully appealed within 30 days, or an effective shareholders’
resolution is validly adopted, for our winding-up (other than under or in
connection with a scheme of reconstruction, merger or amalgamation not
involving bankruptcy or
insolvency).
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If a
Senior Debt Security Event of Default occurs and is continuing, the trustee or
the holders of at least 25% in outstanding principal amount of the senior debt
securities of that series may at their discretion declare the senior debt
securities of that series to be due and repayable immediately (and the senior
debt securities of that series shall thereby become due and repayable) at their
outstanding principal amount (or at such other repayment amount as may be
specified in or determined in accordance with the relevant prospectus
supplement) together with accrued interest, if any, as provided in the
prospectus supplement. The trustee may at its discretion and without further
notice institute such proceedings as it may think suitable, against us to
enforce payment. Subject to the indenture provisions for the indemnification of
the trustee, the holder(s) of a majority in aggregate principal amount of the
outstanding senior debt securities of any series shall have the right to direct
the time, method and place of conducting any proceeding in the name or and on
the behalf of the trustee for any remedy available to the trustee or exercising
any trust or power conferred on the trustee with respect to the series. However,
this direction must not be in conflict with any rule of law or the senior debt
indenture, and must not be unjustly prejudicial to the holder(s) of any senior
debt securities of that series not taking part in the direction, and determined
by the trustee. The trustee may also take any other action, consistent with the
direction, that it deems proper.
Notwithstanding
any contrary provisions, nothing shall impair the right of a holder, absent the
holder’s consent, to sue for any payments due but unpaid with respect to the
senior debt securities.
By
accepting a senior debt security, each holder will be deemed to have waived any
right of set-off, counterclaim or combination of accounts with respect to the
senior debt securities or the applicable indenture that they might otherwise
have against us, whether before or during our winding up.
Events
of Default – Subordinated Debt Securities and Capital Securities
Unless
the relevant prospectus supplement provides otherwise, if (i) a court of
competent jurisdiction makes an order which is not successfully appealed within
30 days or (ii) an effective shareholders’ resolution is validly adopted, for
our winding up, other than under or in connection with a scheme of amalgamation
or reconstruction not
involving
a bankruptcy or insolvency, that order or resolution will constitute an “Event
of Default” with respect to the debt securities of each series. If an
Event of Default occurs and is continuing, the trustee or the holder or holders
of at least 25% in aggregate principal amount of the outstanding debt securities
of each series may declare the principal amount of, any accrued but unpaid
payments (or, in the case of discount securities, the accreted face amount,
together with any accrued interest), and, in the case of capital securities, any
Missed Payments, on the debt securities of the series to be due and payable
immediately in accordance with the terms of the indenture. However,
after this declaration but before the trustee obtains a judgment or decree for
payment of money due, the holder or holders of a majority in aggregate principal
amount of the outstanding debt securities of the series may rescind the
declaration of acceleration and its consequences, but only if all Events of
Default have been remedied and all payments due, other than those due as a
result of acceleration, have been made.
Subordinated
Debt Security Defaults
Unless
the relevant prospectus supplement provides otherwise, it shall be a
“Subordinated Debt Security Default” with respect to any series of subordinated
debt securities if:
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any
installment of interest upon any subordinated debt security of that series
is not paid on or before its Deferred Payment Date and such failure
continues for 14 days; or
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all
or any part of the principal of any subordinated debt security of that
series is not paid on its Deferred Payment Date, or when it otherwise
becomes due and payable, whether upon redemption or otherwise, and such
failure continues for seven days.
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If a
Subordinated Debt Security Default occurs and is continuing, the trustee may
commence a proceeding in Scotland (but not elsewhere) for our winding up, but
the trustee may not declare the principal amount of any outstanding subordinated
debt security due and payable. However, failure to make any payment on a series
of subordinated debt securities shall not be a Subordinated Debt Security
Default if it is withheld or refused in order to comply with any applicable
fiscal or other law or regulation or order of any court of competent
jurisdiction, or if there is doubt as to the validity or applicability of any
such law, regulation or order, in accordance with advice given at any time
before the expiry of the applicable 14-day or seven day period by independent
legal advisers acceptable to the trustee. In the second case, the trustee may
require us to take action (including proceedings for a court declaration) to
resolve the doubt, if counsel advises it that such action is appropriate and
reasonable in the circumstances, in which case we will immediately take and
expeditiously proceed with the action and will be bound by any final resolution
of the doubt. If any such action results in a determination that the relevant
payment can be made without violating any applicable law, regulation or order
then the payment shall become due and payable on the expiration of the
applicable 14 day or seven day period after the trustee gives written notice to
us informing us of such determination.
By
accepting a subordinated debt security, each holder and the trustee will be
deemed to have waived any right of set-off, counterclaim or combination of
accounts with respect to the subordinated debt securities or the applicable
indenture (or between our obligations under or in respect of any subordinated
debt security and any liability owed by a holder or the trustee to us) that they
might otherwise have against us, whether before or during our winding
up.
Capital
Security Defaults
Unless
the relevant prospectus supplement provides otherwise, it shall be a “Capital
Security Default” with respect to any series of capital securities
if:
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we
fail to pay or to set aside a sum to provide for payment of any Missed
Payments on or prior to the date upon which a dividend is paid on any
class of our share capital, or we make a redemption or repurchase of any
other capital securities of the same series other than a repurchase in
connection with dealing in securities, and such failure continues for 30
days;
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we
fail to pay or to set aside a sum to provide for payment of the principal
amount (and premium, if any), any accrued but unpaid payments and any
Missed Payments on the date fixed for redemption of the capital security
and such failure continues for seven days;
or
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any
other Capital Security Default or “Capital Security Payment Event” (as
defined below) provided with respect to capital securities of such series
pursuant to a prospectus
supplement;
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provided, however, that it
shall not be a Capital Security Default if we fail to make payment as described
in any of the three paragraphs above and the “solvency condition” is not
satisfied on the thirtieth day following such failure, in the case of the first
paragraph above or on the seventh day following such failure, in the case of the
second paragraph above and on the relevant day following such failure, in the
case of the third paragraph above. Our failure to make a payment
specified in any of the three paragraphs above because of a failure to satisfy
the “solvency condition” is referred to herein as a “Capital Security Payment
Event”.
If any
Capital Security Default shall occur and is continuing, the trustee may commence
a judicial proceeding for the collection of the sums due and unpaid or a
proceeding for our winding up in Scotland (but not elsewhere), but the trustee
may not declare the principal amount of any outstanding capital security to be
due and payable and in so doing any such proceedings shall not prejudice the
provisions relating to subordination set out above.
By
accepting a capital security, each holder and the trustee will be deemed to have
waived any right of set-off, counterclaim or combination of accounts with
respect to such capital security or the applicable indenture (or between our
obligations under or in respect of any capital securities and any liability owed
by a holder or the trustee to us) that they might otherwise have against us,
whether before or during our winding up.
General
The
holder or holders of not less than a majority in aggregate principal amount of
the outstanding debt securities of any series may waive any past Event of
Default, Senior Debt Security Event of Default, Subordinated Debt Security
Default, Capital Security Default or Capital Security Payment Event with respect
to the series, except an Event of Default, Senior Debt Security Event of
Default, Subordinated Debt Security Default or Capital Security Default in
respect of the payment of interest, if any, or principal of (or premium, if any)
or payments or, in the case of capital securities, Missed Payments on, any debt
security or a covenant or provision of the applicable indenture which cannot be
modified or amended without the consent of each holder of debt securities of
such series.
Subject
to exceptions, the trustee may, without the consent of the holders, waive or
authorize a Senior Debt Security Event of Default if, in the opinion of the
trustee, the Senior Debt Security Event of Default would not be materially
prejudicial to the interests of the holders.
Subject
to the provisions of the applicable indenture relating to the duties of the
trustee, if an Event of Default, Senior Debt Security Event of Default,
Subordinated Debt Security Default, Capital Security Default or Capital Security
Payment Event occurs and is continuing with respect to the debt securities of
any series, the trustee will be under no obligation to any holder or holders of
the debt securities of the series, unless they have offered reasonable indemnity
to the trustee. Subject to the indenture provisions for the
indemnification of the trustee, the holder or holders of a majority in aggregate
principal amount of the outstanding debt securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power conferred on
the trustee with respect to the series, if the direction is not in conflict with
any rule of law or with the applicable indenture and the trustee does not
determine that the action would be unjustly prejudicial to the holder or holders
of any debt securities of any series not taking part in that
direction. The trustee may take any other action that it deems proper
which is not inconsistent with that direction.
The
indentures provide that the trustee will, within 90 days after the occurrence of
an Event of Default, Senior Debt Security Event of Default, Subordinated Debt
Security Default, Capital Security Default or Capital Security Payment Event
with respect to the debt securities of any series, give to each holder of the
debt securities of the affected series notice of the Event of Default, Senior
Debt Security Event of Default, Subordinated Debt Security Default, Capital
Security Default, or Capital Security Payment Event known to it, unless the
Event of Default, Senior Debt Security Event of Default, Subordinated Debt
Security Default, Capital Security Default or Capital Security Payment Event has
been cured or waived. However, the trustee shall be protected in
withholding notice if it determines in good faith that withholding notice is in
the interest of the holders.
We are
required to furnish to the trustee annually a statement as to our compliance
with all conditions and covenants under the indenture.
Consolidation,
Merger and Sale of Assets; Assumption
We may,
without the consent of the holders of any of the debt securities, consolidate
with, merge into or transfer or lease our assets substantially as an entirety to
any person, provided that any successor corporation formed by any consolidation
or amalgamation, or any transferee or lessee of our assets, is a company
organized under the laws of any part of the United Kingdom that assumes, by a
supplemental indenture, our obligations on the debt securities and under the
applicable indenture, and we procure the delivery of a customary officer’s
certificate and legal opinion providing that the conditions precedent to the
transaction have been complied with.
Subject
to applicable law and regulation, any of our wholly-owned subsidiaries may
assume our obligations under the debt securities of any series without the
consent of any holder, provided that we unconditionally guarantee, on a
subordinated basis in substantially the manner described under the heading
“—Subordination” above, the obligations of the subsidiary under the debt
securities of that series. If we do, all of our direct obligations
under the debt securities of the series and the applicable indenture shall
immediately be discharged. Any Additional Amounts under the debt
securities of the series will be payable in respect of taxes imposed by the
jurisdiction in which the assuming subsidiary is incorporated, subject to
exceptions equivalent to those that apply to any obligation to pay Additional
Amounts in respect of taxes imposed by any U.K. taxing jurisdiction, rather than
taxes imposed by any U.K. taxing jurisdiction. However, if we make
payment under the guarantee, we shall be required to pay Additional Amounts
related to taxes, subject to the exceptions described under the heading
“—Additional Amounts” above, imposed by any U.K. taxing jurisdiction by reason
of the guarantee payment. The subsidiary that assumes our obligations
will also be entitled to redeem the debt securities of the relevant series in
the circumstances described in “—Redemption” above with respect to any change or
amendment to, or change in the application or official interpretation of, the
laws or regulations (including any treaty) of the assuming subsidiary’s
jurisdiction of incorporation which occurs after the date of the
assumption. However, the determination of whether the solvency
condition has been satisfied shall continue to be made with reference to us,
unless applicable law requires otherwise.
An
assumption of our obligations under the debt securities of any series might be
deemed for U.S. federal income tax purposes to be an exchange of those debt
securities for new debt securities by each beneficial owner, resulting in a
recognition of taxable gain or loss for those purposes and possibly certain
other adverse tax consequences. You should consult your tax advisor
regarding the U.S. federal, state and local income tax consequences of an
assumption.
Governing
Law
The debt
securities and the indentures will be governed by and construed in accordance
with the laws of the State of New York, except that, as the indentures specify,
the subordination provisions of each series of debt securities and the
indentures will be governed by and construed in accordance with the laws of
Scotland.
Notices
All
notices to holders of registered debt securities shall be validly given if in
writing and mailed, first-class postage prepaid, to them at their respective
addresses in the register maintained by the trustee.
The
Trustee
The Bank
of New York Mellon, acting through its London Branch, One Canada Square, London
E14 5AL, is the trustee under the indentures. The trustee shall have
and be subject to all the duties and responsibilities specified with respect to
an indenture trustee under the Trust Indenture Act of 1939
(“TIA”). Subject to the provisions of the TIA, the trustee is under
no obligation to exercise any of the powers vested in it by the indentures at
the request of any holder of notes, unless offered reasonable indemnity by the
holder against the costs, expense and liabilities which might be incurred
thereby. We and certain of our subsidiaries maintain deposit accounts
and conduct other banking transactions with The Bank of New York Mellon in the
ordinary course of our business. The Bank of New York Mellon is also
the book-entry depositary with respect to certain of our debt securities and the
depositary with respect to the ADSs representing certain of our preference
shares, and trustee with respect to certain of our exchangeable capital
securities.
Consent
to Service of Process
Under the
indentures, we irrevocably designate John Fawcett, Chief Financial Officer,
Citizens Financial Group, Inc., as our authorized agent for service of process
in any legal action or proceeding arising out of or relating to the indentures
or any debt securities brought in any federal or state court in The City of New
York, New York and we irrevocably submit to the jurisdiction of those
courts.
The following is a summary of the
general terms of the dollar preference shares of any series. Each
time that we issue dollar preference shares, we will file a prospectus
supplement with the SEC, which you should read carefully. The
prospectus supplement will designate the terms of the dollar preference shares
of the particular series, which are set out in the resolutions establishing the
series that our board of directors or an authorized committee thereof (referred
to in this section as the board of directors) adopt. These terms may
amend, supplement or be different from those summarized below, and if so the
applicable prospectus supplement will state that, and the description of the
dollar preference shares of that series contained in the prospectus supplement
will apply. You should also read our Articles of Association, which
we have filed with the SEC as an exhibit to the registration statement of which
this prospectus is a part. You should read the summary of the general
terms of the ADR deposit agreement under which American Depositary Receipts
evidencing American Depositary Shares that may represent dollar preference
shares may be issued, under the heading “Description of American Depositary
Receipts”.
General
Under our
Articles of Association, our board of directors is authorized to provide for the
issuance of dollar preference shares, in one or more series, with the dividend
rights, liquidation value per share, redemption provisions, voting rights and
other rights, preferences, privileges, limitations and restrictions that are set
forth in resolutions providing for their issue adopted by our board of
directors. Our board of directors may only provide for the issuance
of dollar preference shares of any series if a resolution of our shareholders
has authorized the allotment of shares.
The
dollar preference shares of any series will have the dividend rights, rights
upon liquidation, redemption provisions and voting rights described below,
unless the relevant prospectus supplement provides otherwise. You
should read the prospectus supplement for the specific terms of any series,
including:
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the
number of shares offered, the number of shares offered in the form of ADSs
and the number of dollar preference shares represented by each
ADS;
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the
public offering price of the
series;
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the
liquidation value per share of that
series;
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the
dividend rate, or the method of calculating
it;
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the
place where we will pay dividends;
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the
dates on which dividends will be
payable;
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the
circumstances under which dividends may not be
payable;
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the
restrictions applicable to the sale and delivery of the dollar preference
shares;
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whether
and under what circumstances we will pay additional amounts on the dollar
preference shares in the event of certain developments with respect to
withholding tax or information reporting
laws;
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any
redemption, conversion or exchange
provisions;
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any
listing on a securities exchange;
and
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any
other rights, preferences, privileges, limitations and restrictions
relating to the series.
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The
prospectus supplement will also describe material U.S. and U.K. tax
considerations that apply to any particular series of dollar preference
shares.
The
dollar preference shares of any series will rank junior as to dividends to the
cumulative preference shares, equally as to dividends with other non-cumulative
preference shares, the exchange preference shares of any series and the sterling
preference shares, equally as to repayment of capital on a winding up or
liquidation with other non-cumulative preference shares, the exchange preference
shares of any series, the sterling preference shares and the cumulative
preference shares and, unless the resolutions of our board of directors
establishing any series of dollar preference shares specify otherwise and the
related prospectus supplement so states, will rank equally in all respects with
the dollar preference shares of each other series and any other of our shares
which are expressed to rank equally with them. The preferential
rights to dividends of the holders of the cumulative preference shares are
cumulative whereas the preferential rights to dividends of the holders of any
series of dollar preference shares, any series of exchange preference shares,
the euro preference shares, and any sterling preference shares will be or are
non-cumulative. Holders of dollar preference shares will have no
pre-emptive rights.
The
dollar preference shares will rank in priority to our ordinary shares as regards
the right to receive dividends and rights to repayment of capital if we are
wound up or liquidated, whether or not voluntarily.
There are
no restrictions under our Articles of Association or under Scots law as
currently in effect that limit the right of non-resident or foreign owners, as
such, to acquire dollar preference shares of any series freely or, when entitled
to vote dollar preference shares of a particular series, to vote those dollar
preference shares. There are currently no English or Scots laws,
decrees, or regulations that would prevent the remittance of dividends or other
payments on the dollar preference shares of any series to non-resident
holders.
Dividends
Non-cumulative
preferential dividends on each series of dollar preference shares will be
payable at the rate or rates and on the dates set out in the relevant prospectus
supplement and will accrue from their date of issue.
Pursuant
to our Articles of Association, our board of directors may resolve prior to the
issue and allotment of any series of dollar preference shares that full
dividends on such series of dollar preference shares in respect of a particular
dividend payment date will not be declared and paid if, (i) in its sole and
absolute discretion, the board of directors resolves prior to the relevant
dividend payment date that such dividend (or part thereof) shall not be paid or
(ii) in the opinion of the board of directors, payment of a dividend would
breach or cause a breach of the capital adequacy requirements of the FSA that
apply at that time to us and/or any of our subsidiaries, or subject to the next
following paragraph, our distributable profits, after the payment in full, or
the setting aside of a sum to provide for the payment in full, of all dividends
stated to be payable on or before the relevant dividend payment date on the
cumulative preference shares (and any arrears of dividends thereon), are
insufficient to cover the payment in full of dividends on that series of dollar
preference shares and dividends on any of our other preference shares stated to
be payable on the same date as the dividends on that series and ranking equally
as to dividends with the dollar preference shares of that series. The
U.K. Companies Act 1985 (as amended) defines “distributable profits” as, in
general terms, and subject to adjustment, accumulated realized profits less
accumulated realized losses.
Unless
the applicable prospectus supplement states otherwise, if dividends are to be
paid but our distributable profits are, in the opinion of the board of
directors, insufficient to enable payment in full of dividends on any series of
dollar preference shares on any dividend payment date and also the payment in
full of all other dividends stated to be payable on such date on any other
non-cumulative preference shares and any other share capital expressed to rank
pari passu therewith as regards participation in profits, after payment in full,
or the setting aside of a sum to cover the payment in full, of all dividends
stated to be payable on or before such date on any cumulative preference share,
then the board of directors shall (subject always to sub-clauses (i) and (ii) of
the preceding paragraph) declare and
pay
dividends to the extent of the available distributable profits, (if any) on a
pro rata basis so that (subject as aforesaid) the amount of dividends declared
per share on the dollar preference shares of the series and the dividends stated
to be payable on such date on any other non-cumulative preference shares and any
other share capital expressed to rank pari passu therewith as regards
distribution of profits will bear to each other the same ratio that accrued
dividends per share on the dollar preference shares of the series and other
non-cumulative preference shares, and any other share capital expressed to rank
pari passu therewith as regards participation in profits, bear to each
other.
Dividends
on the cumulative preference shares, including any arrears, are payable in
priority to any dividends on any series of dollar preference shares, and as a
result, we may not pay any dividend on any series of dollar preference shares
unless we have declared and paid in full dividends on the cumulative preference
shares, including any arrears.
If we
have not declared and paid in full the dividend stated to be payable on any
series of dollar preference shares on the most recent dividend payment date, or
if we have not set aside a sum to provide for payment in full, in either case
for the reasons set out in sub-clause (ii) of the second paragraph of this
section, we may not declare or pay any dividends upon any of our other share
capital (other than the cumulative preference shares) and we may not set aside
any sum to pay such dividends, unless, on the date of declaration, we set aside
an amount equal to the dividend for the then-current dividend period payable on
that series of dollar preference shares to provide for the payment in full of
the dividend on that series of dollar preference shares on the next dividend
payment date. If we have not declared and paid in full any dividend
payable on any series of dollar preference shares on any dividend payment date,
or if we have not set aside a sum to provide for payment in full, in either case
for the reasons set out in sub-clause (ii) of the second paragraph of this
section, we may not redeem, purchase or otherwise acquire for any consideration
any of our other share capital and may not set aside any sum or establish any
sinking fund to redeem, purchase or otherwise acquire them, until we have
declared and paid in full dividends on that series of dollar preference shares
in respect of successive dividend periods singly or together aggregating no less
than 12 months.
To the
extent that any dividend on any dollar preference share to which sub-clause (i)
of the second paragraph of this section applies is, on any occasion, not
declared and paid by reason of the exercise of the board of directors’
discretion referred to in sub-clause (i) of the second paragraph of this
section, holders of such dollar preference shares shall have no claim in respect
of such non-payment. In addition, such non-payment shall not prevent
or restrict (a) the declaration and payment of dividends on any other series of
dollar preference shares or on any of our non-cumulative preference shares
expressed to rank pari passu with our dollar preference shares, (b) the setting
aside of sums for the payment of dividends referred to in (a), (c) except as set
forth in the following paragraph, the redemption, purchase or other acquisition
of our shares by us, or (d) except as set forth in the following paragraph, the
setting aside of sums, or the establishment of sinking funds, for any such
redemption, purchase or other acquisition by us.
If we
have not declared and paid in full the dividend stated to be payable on any
series of dollar preference shares as a result of the board of directors’
discretion referred to in sub-clause (i) of the second paragraph of this
section, then we may not redeem, purchase or otherwise acquire for any
consideration any of our share capital ranking after such dollar preference
shares, and may not set aside any sum nor establish any sinking fund for the
redemption, purchase or other acquisition thereof, until such time as we have
declared and paid in full dividends on such series of dollar preference shares
in respect of successive dividend periods singly or together aggregating no less
than 12 months. In addition, no dividend may be declared or paid on
any of our share capital ranking after such dollar preference shares as to
dividends until such time as the dividend stated to be payable on the dollar
preference shares to which the discretion in sub-clause (i) of the second
paragraph of this section applies in respect of a dividend period has been
declared and paid in full.
No series
of dollar preference shares rank after any other series of preference shares
with which it is expressed to rank pari passu as regards participation in
profits, by reason only of the board of directors’ discretion referred to in
sub-clause (i) of the second paragraph of this section, or any dividend on that
series not being paid by virtue of such discretion.
Dividends
on the dollar preference shares of any series will be
non-cumulative. If the board of directors does not pay a dividend or
any part of a dividend when due on a dividend payment date in respect of any
series of dollar preference
shares because it is not required to do so, then holders of dollar preference
shares of the applicable series will have no claim in respect of the non-payment
and we will have no obligation to pay the dividend accrued for the dividend
period or to pay any interest on the dividend, whether or not dividends on the
dollar preference shares of the series are declared for any future dividend
period. The holders of the dollar preference shares of any series
will have no right to participate in our profits.
Any
dividend which has remained unclaimed for 12 years from the date when it became
due shall be forfeited and shall revert to us.
We will
calculate the amount of dividends payable on the dollar preference shares of any
series for each dividend period using the method determined by the board of
directors before the shares are issued, except for any dividend period shorter
than a full dividend period, for which the amount of dividend payable will be
calculated on the basis of 12 30-day months, a 360-day year and the actual
number of days elapsed in the period, unless the applicable prospectus
supplement states otherwise. Payments of less than $0.01 will be rounded
upwards.
Dividends
declared on the dollar preference shares of any series will be payable to the
ADR depositary or the record holders as they appear on the register on the
appropriate record dates, which will be the number of days before the relevant
dividend payment dates that the board of directors determines before the
allotment of the particular series. If applicable fiscal or other
laws and regulations permit, each payment will be made, in the case of dollar
preference shares of any series in bearer form, by dollar check drawn on, or by
transfer to a dollar account maintained by the payee with, a bank in London or
in The City of New York or, in the case of dollar preference shares of any
series in registered form, by dollar check drawn on a bank in London or in The
City of New York and mailed to the record holder at the holder’s address as it
appears on the register for the dollar preference shares. If any date
on which dividends are payable on the dollar preference shares of any series is
not a business day, then we will pay the dividend on the next business day,
without any interest or other payment in respect of the delay, unless it falls
in the next calendar month, in which case we will make the payment on the
preceding business day. A “business day” is any day on which banks
are open for business, and foreign exchange dealings may be conducted, in London
and The City of New York.
Liquidation
Rights
If we are
wound up or liquidated, whether or not voluntarily, the holders of the dollar
preference shares of each series will be entitled to receive out of our surplus
assets available for distribution to shareholders, after payment of arrears (if
any) of dividends on the cumulative preference shares up to the date of payment,
equally with our cumulative preference shares, any other series of
non-cumulative preference shares then outstanding, and all of our other shares
ranking equally with that series of dollar preference shares as regards
participation in our surplus assets, a distribution in U.S. dollars per dollar
preference share equal to the liquidation value per share, together with an
amount equal to dividends for the then current dividend period accrued to the
date of payment, before any distribution or payment may be made to holders of
our ordinary shares or any other class of our shares ranking after the dollar
preference shares of that series. If the assets available for
distribution are insufficient to pay in full the amounts payable with respect to
the dollar preference shares of that series and any of our other preference
shares ranking equally as to any such distribution with those dollar preference
shares, the holders of those dollar preference shares and other preference
shares will share ratably in any distribution of our surplus assets in
proportion to the full respective preferential amounts to which they are
entitled. After payment of the full amount of the liquidation
distribution to which they are entitled, the holders of the dollar preference
shares will have no right or claim to any of our surplus assets and will not be
entitled to any further participation in surplus assets. If the
holders of the dollar preference shares are entitled to any recovery with
respect to the dollar preference shares in any winding up or liquidation, they
might not be entitled in such proceedings to a recovery in U.S. dollars and
might be entitled only to a recovery in pounds sterling.
Optional
Redemption
Unless
the relevant prospectus supplement specifies otherwise, we may redeem the dollar
preference shares of each series, at our option, in whole or in part from time
to time, on any date no earlier than five years and one day after they are
issued, in accordance with the notice period and at the redemption prices set
forth in the prospectus supplement plus the dividends otherwise payable for the
then-current dividend period accrued to the redemption date.
Each
notice of redemption will specify:
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the
particular dollar preference shares of the series to be
redeemed;
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the
redemption price, specifying the amount of the accrued but unpaid dividend
per share to be included and stating that dividends shall cease to accrue
on redemption; and
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the
place or places where holders may surrender documents of title and obtain
payment of the redemption price.
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Our
Articles of Association provide that no defect in the notice of redemption or in
the giving of the notice will affect the validity of the redemption
proceedings.
If fewer
than all of the outstanding dollar preference shares of a series are to be
redeemed, our Articles of Association provide that, for the purposes of
determining the particular dollar preference shares to be redeemed, we shall
cause a drawing to be made in the presence of our independent
auditors.
If
certain limitations contained in our Articles of Association, the special rights
of any of our shares, and the provisions of applicable law permit (including,
without limitation, the U.S. federal securities laws), we may, at any time or
from time to time, purchase outstanding dollar preference shares of any series
by tender, available to all holders of those dollar preference shares, in the
open market, or by private agreement, in each case upon the terms and conditions
that the board of directors shall determine. Any dollar preference
shares of any series that we purchase for our own account will pursuant to
applicable law be treated as cancelled and will no longer be issued and
outstanding.
Under
existing FSA requirements, we may not redeem or purchase any dollar preference
shares unless we give prior notice to the FSA and, in certain circumstances, it
(i) consents in advance and (ii) at the time when the notice of redemption is
given and immediately following such redemption, we are or will be (as the case
may be) in compliance with our capital adequacy requirements as provided in the
regulations relating to capital adequacy then in effect of the FSA. The FSA may
impose conditions on any redemption or purchase.
Voting
Rights
The
holders of the dollar preference shares of any series will not be entitled to
receive notice of, attend or vote at any general meeting of our shareholders
except as provided by applicable law or as described below.
If any
resolution is proposed for adoption by our shareholders varying or abrogating
any of the rights attaching to the dollar preference shares of a particular
series or proposing that we be wound up, the holders of the outstanding dollar
preference shares will be entitled to receive notice of and to attend the
general meeting of shareholders at which the resolution is to be proposed and
will be entitled to speak and vote on that resolution, but not on any other
resolution. In addition, if, before any general meeting of
shareholders, we have failed to pay in full the dividend payable on the dollar
preference shares of a particular series for a number of dividend periods
specified in the relevant prospectus supplement, the holders of the dollar
preference shares of that series shall be entitled to receive notice of, attend,
speak and vote at that meeting on all matters. In these circumstances
only, the rights of the holders of dollar preference shares of that series to
vote shall continue until we have resumed the payment in full of dividends on
the dollar preference shares of that series for the number of dividend periods
specified in the prospectus supplement. Holders of any series of
dollar preference shares shall be entitled to receive notice of, attend, speak
and vote at general meetings in other circumstances if the board of directors
determines, as specified in the prospectus supplement.
Whenever
holders of dollar preference shares are entitled to vote at a general meeting of
shareholders, on a show of hands each holder present in person, and each proxy
for a holder, shall have one vote and on a poll each holder present in
person or by proxy shall have the number of votes for each dollar preference
share of the relevant series that the board of directors determines, as
specified in the relevant prospectus supplement.
Our
Articles of Association provide that all resolutions shall be decided on a show
of hands unless, either before or on the declaration of the result of the vote
taken on a show of hands, a poll is demanded by:
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the
chairman of the meeting;
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not
less than three shareholders present in person or by
proxy;
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a
shareholder or shareholders, including holders of any series of dollar
preference shares entitled to vote on the resolution, present in person or
by proxy who represent at least 10% of the total voting rights of all
shareholders entitled to vote on the resolution;
or
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a
shareholder or shareholders present in person or by proxy and holding
shares conferring a right to vote at the meeting on which an aggregate sum
has been paid up equal to not less than 10% of the total sum paid up on
all shares conferring that right.
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The
holders, including holders of any series of dollar preference shares at a time
when they have voting rights as a result of our having failed to pay dividends
on the series for the number of dividend periods specified in the applicable
prospectus supplement, of not less than 10% of the paid up capital that at the
relevant date carries the right of voting at our general meetings are entitled
to require our board of directors to convene a general meeting. In
addition, the holders of any series of dollar preference shares may have the
right to vote separately as a class in certain circumstances as described below
under the heading “— Variation of Rights”.
At
December 31, 2008, we had approximately 39,456,005,000 ordinary shares
outstanding. The
dollar preference shares of any series will not limit our ability to issue
additional ordinary shares.
Form
The
dollar preference shares of any series will, when issued, be fully paid and, as
such, will not be subject to a call for any additional payment. For
each dollar preference share of each series issued, an amount equal to its
nominal value will be credited to our issued share capital account and an amount
equal to the difference between its issue price and its nominal value will be
credited to our share premium account.
The
dollar preference shares of each series will be represented by a single
certificate. If in registered form, the certificate will be issued to
the ADR depositary and if in bearer form the certificate will be deposited with
the ADR depositary under the ADR deposit agreement. We may consider
the ADR depositary to be the holder and absolute owner of any series of dollar
preference shares represented by the certificate so deposited for all
purposes. Unless the relevant prospectus supplement specifies
otherwise, dollar preference shares of any series withdrawn from deposit under
the ADR deposit agreement will be evidenced by share certificates in registered
form without dividend coupons. If an ADR holder elects to receive
share certificates in registered form, the share certificates will be delivered
at the time of withdrawal. Unless the prospectus supplement specifies
otherwise, the dollar preference shares of any series may not be withdrawn from
deposit in bearer form.
Title to
dollar preference shares of any series in registered form will pass by transfer
and registration on the register for the dollar preference shares of the
series. Title to dollar preference shares of any series in bearer
form, or to any dividend coupons appertaining to them, will pass by delivery of
the relevant bearer share warrants or dividend coupons. If our
Articles of Association and the limitations described in the following paragraph
and in any relevant prospectus supplement permit, dollar preference shares of a
particular series in bearer form will be exchangeable for the same number of
dollar preference shares of the series in registered form upon surrender of the
relevant bearer share warrants and all unmatured dividend coupons, if any,
appertaining to them. Unless the prospectus supplement specifies
otherwise, dollar preference shares of any series in registered form will not be
exchangeable, in whole or in part, for dollar preference shares of such series
in bearer form.
Each
exchange or registration of transfer of dollar preference shares of any series
in registered form will be effected by entry on the register for the dollar
preference shares of the series kept by our registrar at its office in the
United Kingdom. Any exchange or registration of transfer will be
effected without charge to the person requesting the exchange or registration,
but the requesting person will be required to pay any related taxes, stamp
duties or other governmental charges. The exchange of dollar
preference shares of any series in bearer form for the dollar preference shares
of such series in registered form will also be subject to applicable U.K. tax
laws and regulations in effect at the time of the exchange. No
exchange will be made unless any resulting taxes, stamp duties or other
governmental charges have been paid to us.
Variation
of Rights
If
applicable law permits, the rights attached to any series of dollar preference
shares may be varied or abrogated only with the written consent of the holders
of 75% in nominal value of the outstanding dollar preference shares of that
series or with the sanction of a special resolution passed at a separate class
meeting of the holders of the outstanding dollar preference shares of that
series. A special resolution will be adopted if passed by a majority
of 75% of those holders voting in person or by proxy at the
meeting. The quorum required for any such class meeting will be two
persons holding or representing by proxy at least one-third in nominal amount of
the outstanding dollar preference shares of the particular series affected,
except at any adjourned meeting, where any two holders present in person or by
proxy will constitute a quorum.
The
written consent of the holders of 75% in nominal value of the outstanding dollar
preference shares of a particular series or the sanction of a special resolution
passed at a separate class meeting of holders of the outstanding dollar
preference shares of the series will be required if our directors propose to
authorize, create or increase the amount of any shares of any class or any
security convertible into shares of any class ranking as regards rights to
participate in our profits or assets, other than if we redeem or purchase the
shares, in priority to the series of dollar preference shares.
If we
have paid the most recent dividend payable on the dollar preference shares of a
particular series in full, the rights attached to that series will not be deemed
to be varied by the creation or issue of any further series of dollar preference
shares or of any sterling preference shares or of any other further shares
ranking equally as regards participation in our profits or assets with or junior
to the dollar preference shares of that series, whether carrying identical
rights or different rights in any respect, including as to dividend, premium on
a return of capital, redemption or conversion or denominated in dollars or any
other currency.
Notices
of Meetings
We will
cause a notice of any meeting at which holders of dollar preference shares of a
particular series are entitled to vote to be mailed to each record holder of
dollar preference shares of that series. Each such notice will
state:
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the
date of the meeting;
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a
description of any resolution to be proposed for adoption at the meeting
on which those holders are entitled to vote;
and
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instructions
for the delivery of proxies.
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A holder
of dollar preference shares of any series in registered form who is not
registered with an address in the United Kingdom and who has not supplied an
address within the United Kingdom to us for the purpose of service of notices is
not entitled to receive notices of meetings. For a description of
notices that we will give to the ADR depositary and that the ADR depositary will
give to ADR holders, you should see “Where You Can Find More
Information”.
Governing
Law
The
creation and issuance of the dollar preference shares of any series and the
rights attached to them shall be governed by and construed in accordance with
Scots law.
Registrar
and Paying Agent
Unless
the relevant prospectus supplement specifies otherwise, Computershare Investor
Services PLC will act as registrar and paying agent for the dollar preference
shares of each series. Computershare’s current address is P.O. Box
435, Owen House, 8 Bankhead Crossway North, Edinburgh EH11 4BR,
Scotland.
The
following is a summary of the general terms and provisions of the ADR deposit
agreement under which the ADRs will be issued. The ADR deposit
agreement is among us, The Bank of New York Mellon, as depositary, and all
holders from time to time of ADRs issued under it. This summary does
not purport to be complete. You should read the ADR deposit
agreement, which we have filed with the SEC as an exhibit to the registration
statement of which this prospectus is a part. You may also read the
ADR deposit agreement at the principal offices of The Bank of New York Mellon in
The City of New York and London.
American
Depositary Receipts
ADRs will
evidence ADSs of a particular series, which will represent dollar preference
shares of a corresponding series. Unless the relevant prospectus
supplement specifies otherwise, each ADS will represent one dollar preference
share, or evidence of rights to secure one dollar preference share, deposited
with the ADR depositary or the London branch of The Bank of New York Mellon, as
custodian. An ADR may evidence any number of ADSs of the
corresponding series.
Deposit
and Withdrawal of Deposited Securities
Upon
receipt of dollar preference shares of a particular series or evidence of rights
to receive dollar preference shares, and subject to the terms of the ADR deposit
agreement, the ADR depositary will execute and deliver at its principal office,
which is presently located at 101 Barclay Street, New York, New York 10286,
U.S.A., to the person or persons specified by the depositor in writing upon
payment of the fees, charges and taxes provided in the ADR deposit agreement, an
ADR or ADRs registered in the name of that person or persons evidencing the
number of ADSs of the series corresponding to the dollar preference shares of
that series.
Upon
surrender of ADRs at the principal office of the ADR depositary and upon payment
of the taxes, charges and fees provided in the ADR deposit agreement and subject
to the terms of the ADR deposit agreement, an ADR holder is entitled to delivery
to or upon its order, at the principal office of the ADR depositary or at the
office of the custodian in London, of dollar preference shares of the relevant
series in registered form in respect of the deposited dollar preference shares
and any other documents of title evidenced by the surrendered
ADRs. The forwarding of share certificates and other documents of
title for delivery at the principal office of the ADR depositary will be at the
risk and expense of the ADR holder.
Dividends
and Other Distributions
The ADR
depositary will distribute all cash dividends or other cash distributions that
it receives in respect of deposited dollar preference shares of a particular
series to ADR holders in proportion to their holdings of ADSs of the series
representing the dollar preference shares. The cash amount
distributed will be reduced by any amounts that we or the ADR depositary must
withhold on account of taxes.
If we make any
distribution other than in cash in respect of any deposited dollar preference
shares of a particular series, the ADR depositary will distribute the property
received by it to ADR holders in proportion to their holdings of ADSs of the
series representing the dollar preference shares. If a distribution
that we make in respect of deposited dollar preference shares of a particular
series consists of a dividend in, or free distribution of, dollar preference
shares of that series, the ADR depositary may, if we approve, and will, if we
request, distribute to ADR holders, in proportion to their holdings of ADSs of
the series representing the dollar preference shares, additional ADRs for an
aggregate number of ADSs of that series received as the dividend or free
distribution. If the ADR depositary does not distribute additional
ADRs, each ADS of that series will from then also represent the additional dollar
preference shares of the corresponding series distributed in respect of the
deposited dollar preference shares before the dividend or free
distribution.
If the
ADR depositary determines that any distribution in property, other than cash or
dollar preference shares of a particular series, cannot be made proportionately
among ADR holders or if for any other reason, including any requirement that we
or the ADR depositary withhold an amount on account of taxes, the ADR depositary
deems that such a distribution is not feasible, the ADR depositary may dispose
of all or a portion of the property in the amounts and in the manner, including
by public or private sale, that it deems equitable and practicable, and it will
distribute the net proceeds of any such sale or the balance of any such property
after deduction of any taxes that we or the ADR depositary must withhold to ADR
holders as in the case of a distribution received in cash.
Redemption
of ADSs
If we
redeem any dollar preference shares of a particular series, the ADR depositary
will redeem, from the amounts that it receives from the redemption of deposited
dollar preference shares, a number of ADSs of the series representing those
dollar preference shares which corresponds to the number of deposited dollar
preference shares. The ADS redemption price will correspond to the
redemption price per share payable with respect to the redeemed dollar
preference shares. If we redeem less than all of the outstanding
dollar preference shares of a particular series, the ADR depositary will select
the ADSs of the corresponding series to be redeemed, either by lot or in
proportion to the number of dollar preference shares represented. We
must give our notice of redemption in respect of the dollar preference shares of
a particular series to the ADR depositary before the redemption date and the ADR
depositary will promptly deliver the notice to all holders of ADRs of the
corresponding series.
Record
Dates
Whenever
any dividend or other distribution becomes payable or shall be made in respect
of dollar preference shares of a particular series, or any dollar preference
shares of a particular series are to be redeemed, or the ADR depositary receives
notice of any meeting at which holders of dollar preference shares of a
particular series are entitled to vote, the ADR depositary will fix a record
date for the determination of the ADR holders who are entitled to receive the
dividend, distribution, amount in respect of redemption of ADSs of the
corresponding series, or the net proceeds of their sale, or to give instructions
for the exercise of voting rights at the meeting, subject to the provisions of
the ADR deposit agreement. Such record date will be as close in time
as practicable to the record date for the dollar preference shares.
Voting
of the Underlying Deposited Securities
Upon
receipt of notice of any meeting at which holders of dollar preference shares of
a particular series are entitled to vote, the ADR depositary will, as soon as
practicable thereafter, send to the record holders of ADRs of the corresponding
series a notice which shall contain:
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a
summary of the notice of meeting;
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a
statement that the record holders of ADRs at the close of business on a
specified record date are entitled under the ADR deposit agreement, if
applicable laws and regulations and our Articles of Association permit, to
instruct the ADR depositary as to the exercise of the voting rights
pertaining to the dollar preference shares of the series represented by
their ADSs; and
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a
brief statement of how they may give instructions, including an express
indication that they may instruct the ADR depositary to give a
discretionary proxy to a designated member or members of our board of
directors.
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The ADR
depositary has agreed that it will try, if practicable, to vote or cause to be
voted the dollar preference shares in accordance with any written
nondiscretionary instructions of record holders of ADRs that it receives on or
before the date set by the ADR depositary. The ADR depositary has
agreed not to vote the dollar preference shares except in accordance with
written instructions from the record holders of ADRs.
Inspection
of Transfer Books
The ADR
depositary will keep books, at its transfer office in The City of New York, for
the registration and transfer of ADRs that at all reasonable times will be open
for inspection by ADR holders. However, this inspection may not be
for the purpose of communicating with ADR holders in the interest of a business
or object other than our business or a matter related to the ADR deposit
agreement or the ADRs.
Reports
and Notices
The ADR
depositary will make available at its principal office for inspection by ADR
holders any reports and communications received from us that are both received
by the ADR depositary as the holder of dollar preference shares of the
applicable corresponding series and made generally available to the holders of
those dollar preference shares by us, including our annual report and
accounts. The ADR depositary will also send copies of those reports
to ADR holders when furnished by us as provided in the ADR deposit
agreement.
On or
before the first date on which we give notice, by publication or otherwise, of
any meeting at which holders of the dollar preference shares of a particular
series are entitled to vote, or of any reconvening of any such adjourned meeting
of holders, or of the taking of any action in respect of any cash or other
distributions on or any redemption of dollar preference shares of a particular
series, we shall transmit to the ADR depositary a copy of the notice in the form
given or to be given to holders of the dollar preference shares. The
ADR depositary will, at our expense, arrange for the prompt transmittal by the
custodian to the ADR depositary of such notices, and, if we request in writing,
arrange for the mailing, at our expense, of copies to all holders of ADRs
evidencing ADSs of the corresponding series.
Amendment
and Termination of the ADR Deposit Agreement
The form
of the ADRs evidencing ADSs of a particular series and any provisions of the ADR
deposit agreement relating to those ADRs may at any time and from time to time
be amended by agreement between us and the ADR depositary in any respect which
we may deem necessary or desirable. Any amendment that imposes or
increases any fees or charges, other than taxes and other governmental charges,
or that otherwise prejudices any substantial existing right of holders of
outstanding ADRs evidencing ADSs of a particular series, will not take effect as
to any ADRs until 30 days after notice of the amendment has been given to the
record holders of those ADRs. Every holder of any ADR at the time an
amendment becomes effective, if it has been given notice, will be deemed by
continuing to hold the ADR to consent and agree to the amendment and to be bound
by the ADR deposit agreement or the ADR as amended. In no event may
any amendment impair the right of any holder of ADRs to surrender ADRs and
receive in return the dollar preference shares of the corresponding series and
other property represented by the ADRs.
Whenever we direct, the
ADR depositary has agreed to terminate the ADR deposit agreement as to dollar
preference shares of any and all series and the deposited securities, ADSs and
ADRs of all corresponding series by mailing a termination notice to the record
holders of all those outstanding ADRs at least 30 days before the date fixed in
the notice for termination. The ADR depositary may likewise terminate
the ADR deposit agreement as to dollar preference shares of any and all series
and the deposited securities, ADSs and ADRs of all corresponding series by
mailing a termination notice to us and the record holders of all those
outstanding ADRs at any time 60 days after it has delivered to us a written
notice of its election to resign, if a successor depositary has not been
appointed and accepted its appointment as provided in the ADR deposit
agreement. If any ADRs evidencing ADSs of a particular series remain
outstanding after the date of any termination, the ADR depositary will then
discontinue the registration of transfers of those ADRs, will suspend the
distribution of dividends to holders and will not give any further notices or
perform any further acts under the ADR deposit agreement with respect to those
ADRs, except that it will continue to collect dividends and other distributions
pertaining to the dollar preference shares of the corresponding series and any
other property represented by those ADRs, and will continue the delivery of
dollar preference shares of the corresponding series, together with any
dividends or other distributions received with respect to them and the net
proceeds of the sale of any property, in exchange for ADRs surrendered to
it. At any time after two years from the date of termination of the
ADR deposit agreement as to ADRs evidencing ADSs of a particular series, the ADR
depositary may sell the dollar preference shares of the corresponding series and
any other property represented by those ADRs and may hold the net proceeds,
together with any other cash then held by it under the ADR deposit agreement in
respect of those ADRs, without liability for interest, for the ratable benefit
of the holders of ADRs that have not previously been
surrendered.
Charges
of ADR Depositary
The ADR
depositary will charge the party to whom it delivers ADRs against deposits, and
the party surrendering ADRs for delivery of dollar preference shares of a
particular series or other deposited securities, property and cash, $5 for each
100, or fraction of 100, ADSs evidenced by the ADRs issued or
surrendered. We will pay all other charges of the ADR depositary and
those of any registrar, co-transfer agent and co-registrar under the ADR deposit
agreement, but, unless the relevant prospectus supplement with respect to a
particular series of dollar preference shares or securities convertible into or
exchangeable for dollar preference shares of any series states otherwise, we
will not pay:
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taxes,
including U.K. stamp duty or U.K. stamp duty reserve tax, and other
governmental charges;
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any
applicable share transfer or registration fees on deposits or withdrawals
of dollar preference shares;
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cable,
telex, facsimile transmission and delivery charges which the ADR deposit
agreement provides are at the expense of the holders of ADRs or persons
depositing or withdrawing dollar preference shares of any series;
or
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expenses
incurred or paid by the ADR depositary in any conversion of foreign
currency into dollars.
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You will
be responsible for any taxes or other governmental charges payable on your ADRs
or on the deposited securities underlying your ADRs (including U.K. stamp duty
or U.K. stamp duty reserve tax, but not stamp duty reserve tax arising on issue
of the securities underlying your ADRs). The ADR depositary may
refuse to transfer your ADRs or allow you to withdraw the deposited securities
underlying your ADRs until such taxes or other charges are paid. The
ADR depositary may withhold any dividends or other distributions, or may sell
for the account of the holder any part or all of the deposited securities
evidenced by the ADR, and may apply dividends or other distributions or the
proceeds of any sale in payment of the tax or other governmental charge, with
the ADR holder remaining liable for any deficiency.
General
Neither
the ADR depositary nor we will be liable to ADR holders if prevented or
forbidden or delayed by any present or future law of any country or by any
governmental authority, or by reason of any provision, present or future, of our
Memorandum or Articles of Association, or any act of God or war or other
circumstances beyond our control in performing our obligations under the ADR
deposit agreement. The obligations of both of us under the ADR
deposit agreement are expressly limited to performing our duties without gross
negligence or bad faith.
If any
ADSs of a particular series are listed on one or more stock exchanges in the
United States, the ADR depositary will act as registrar or, if we request or
with our approval, appoint a registrar or one or more co-registrars, for
registration of the ADRs evidencing the ADSs in accordance with any exchange
requirements. The registrars or co-registrars may be removed and a
substitute or substitutes appointed by the ADR depositary if we request or with
our approval.
The ADRs
evidencing ADSs of any series are transferable on the books of the ADR
depositary. However, the ADR depositary may close the transfer books
as to ADRs evidencing ADSs of a particular series at any time or from time to
time when it deems it expedient to do so in connection with the performance of
its duties or if we request. As a condition precedent to the
execution and delivery, registration of transfer, split-up, combination or
surrender of any ADR evidencing ADSs of a particular series, or transfer and
withdrawal of dollar preference shares of the corresponding series, the ADR
depositary or the custodian may require the person presenting the ADR or
depositing the dollar preference shares to pay a sum sufficient to reimburse it
for any related tax or other governmental charge and any share transfer or
registration fee and any applicable fees payable as provided in the ADR deposit
agreement, and the ADR depositary may withhold any dividends or other
distributions, or may sell for the account of the holder any part or all of the
dollar preference shares evidenced by the ADR, and may apply dividends or other
distributions or the proceeds of any sale in payment of the tax or other
governmental charge, with the ADR holder remaining
liable
for any deficiency. Any person presenting dollar preference shares of
any series for deposit or any holder of an ADR may be required from time to time
to furnish the ADR depositary or the custodian with proof of citizenship or
residence, exchange control approval, information relating to the registration
on our books or registers or those maintained for us by the registrar for the
dollar preference shares of that series, or other information, to execute
certificates and to make representations and warranties that the ADR depositary
or the custodian deems necessary or proper. Until those requirements
have been satisfied, the ADR depositary may withhold the delivery or
registration of transfer of any ADR or the distribution of any dividend or other
distribution or proceeds of any sale or distribution. The delivery,
transfer and surrender of ADRs of any series generally may be suspended during
any period when the transfer books of the ADR depositary are closed or if we or
the ADR depositary deem necessary or advisable at any time or from time to time
because of any requirement of law or of any government or governmental
authority, body or commission, or under any provision of the ADR deposit
agreement or for any other reason, subject to the provisions of the following
sentence. The surrender of outstanding ADRs of any series and
withdrawal of deposited securities may only be suspended as a result
of:
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temporary
delays caused by closing our transfer books or those of the ADR depositary
or the deposit of dollar preference shares of the corresponding series in
connection with voting at a shareholders’ meeting or the payment of
dividends;
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the
non-payment of fees, taxes and similar charges;
and
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compliance
with any U.S. or foreign laws or governmental regulations relating to the
ADRs of the series or to the withdrawal of the deposited
securities.
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The ADR
deposit agreement and the ADRs are governed by and construed in accordance with
New York law.
We may
sell relevant securities to or through underwriters or dealers and also may sell
all or part of such securities directly to other purchasers or through
agents.
The
distribution of the securities may be effected from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
In
connection with the sale of securities, we may compensate underwriters in the
form of discounts, concessions or commissions or in any other way that the
applicable prospectus supplement describes. Underwriters may sell
securities to or through dealers, and the dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the
distribution of securities may be deemed to be underwriters, and any discounts
or commissions that we pay them and any profit on the resale of securities by
them may be deemed to be underwriting discounts and commissions, under the
Securities Act of 1933, as amended (the “Securities Act”). Any such
underwriter or agent will be identified, and any such compensation that we pay
will be described, in the prospectus supplement.
Under
agreements which we may enter into, we may be required to indemnify
underwriters, dealers and agents who participate in the distribution of
securities against certain liabilities, including liabilities under the
Securities Act.
Each new
series of debt securities or dollar preference shares will be a new issue of
securities with no established trading market. If securities of a
particular series are not listed on a U.S. national securities exchange, certain
broker-dealers may make a market in those securities, but will not be obligated
to do so and may discontinue any market making at any time without
notice. We cannot give any assurance that any broker-dealer will make
a market in securities of any series or as to the liquidity of the trading
market for those securities.
To the
extent an initial offering of the securities will be distributed by an affiliate
of ours each such offering of securities will be conducted in compliance with
the requirements of NASD Rule 2720 of the Financial Industry Regulatory
Authority, which is commonly referred to as FINRA, regarding a FINRA member
firm’s distribution of securities of an affiliate. Following the
initial distribution of any of these securities, affiliates of ours may offer
and sell these securities in the course of their businesses as broker-dealers.
Such affiliates may act as principals or agents in these transactions and may
make any sales at varying prices related to prevailing market prices at the time
of sale or otherwise. Such affiliates may also use this prospectus in
connection with these transactions. None of our affiliates is
obligated to make a market in any of these securities and may discontinue any
market-making activities at any time without notice.
Underwriting
discounts and commissions on securities sold in the initial distribution will
not exceed 8% of the offering proceeds.
Any
underwriter, selling agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.
Delayed
Delivery Arrangements
If so
indicated in the prospectus supplement, we may authorize underwriters or other
persons acting as its agents to solicit offers by certain institutions to
purchase dollar preference shares or debt securities from it pursuant to
contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all cases
such institutions must be approved by us. The obligations of any
purchaser under any such contract will be subject to the condition that the
purchase of the offered securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such other agents will not have any
responsibility in respect of the validity or performance of such
contracts.
Our
United States counsel, Davis Polk & Wardwell LLP, will pass upon certain
legal matters relating to the securities. Our Scottish solicitors,
Dundas & Wilson CS LLP, will pass upon the validity of the dollar preference
shares under Scots law and certain matters of Scots law relating to the
subordination provisions of the securities.
The
consolidated financial statements as of December 31 2008 and 2007, and for each
of the three years in the period ended December 31, 2008 incorporated in this
prospectus, which is part of this Registration Statement, by reference and the
effectiveness of RBSG’s internal control over financial reporting have been
audited by Deloitte LLP, an independent registered public accounting firm, as
stated in their reports which are incorporated herein by reference from RBSG’s
Report on Form 6-K dated September 30, 2009, (which reports (1) express an
unqualified opinion on the 2008 financial statements and include an explanatory
paragraph stating that the consolidated financial statements for 2008, 2007 and
2006 have been restated for the retrospective adjustment related to the adoption
of IFRS 2 described in Note 1 of the Accounting Policies, the change in the
composition of reportable segments described in Note 38 and the consolidating
financial information included in Note 43 in respect of The Royal
Bank of Scotland plc in accordance with Regulation S-X Rule 3-10, and (2)
express an unqualified opinion on the effectiveness of internal control over
financial reporting). Such financial statements have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
We are a
public limited company incorporated and registered in Scotland, United
Kingdom. All but one of our directors and executive officers, and
certain experts named in this prospectus, reside outside the United
States. All or a substantial portion of our assets and the assets of
those non-resident persons are located outside the United States. As
a result, it may not be possible for investors to effect service of process
within the United States upon us or those persons or to enforce against them
judgments obtained in U.S. courts predicated upon civil liability provisions of
the federal securities laws of the United States. We have been
advised by our Scottish solicitors, Dundas & Wilson CS LLP (as to Scots law)
that, both in original actions and in actions for the enforcement of judgments
of U.S. courts, there is doubt as to whether civil liabilities predicated solely
upon the U.S. federal securities laws are enforceable in Scotland.
Ongoing
Reporting
We file
reports and other information with the SEC. You can read and copy
these reports and other information at the SEC’s Public Reference Room at 100 F
Street, N.E., Room 1580, Washington, D.C. 20549, U.S.A. You may call
the SEC at 1-800-SEC-0330 for further information on the Public Reference
Room. The SEC also maintains a website at http://www.sec.gov which
contains in electronic form each of the reports and other information that we
have filed electronically with the SEC. You can also read this
material at the offices of The New York Stock Exchange, 20 Broad Street, New
York, New York 10005, U.S.A. on which certain of our securities are
listed.
We will
provide the trustee for any debt securities and the ADR depositary for any
dollar preference shares with our annual reports, which will include a
description of operations and our annual audited consolidated financial
statements. We will also provide any trustee or ADR depositary with
interim reports that will include unaudited interim summary consolidated
financial information. Upon receipt, the trustee or the ADR depositary will mail
the reports to all record holders of the debt securities or dollar preference
shares. In addition, we will provide the trustee or the ADR depositary with all
notices of meetings at which holders of debt securities or dollar preference
shares are entitled to vote, and all other reports and communications that are
made generally available to holders of debt securities or dollar preference
shares.
Registration
Statement
This
prospectus is part of a registration statement that we filed with the
SEC. As exhibits to the registration statement, we have also filed
the indentures, the ADR deposit agreement and our Articles of
Association. Statements contained in this prospectus as to the
contents of any contract or other document referred to in this prospectus are
not necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the registration
statement, each such statement being qualified in all respects by such
reference. For further information, you should refer to the
registration statement. You can obtain the full registration
statement from the SEC or from us.
The SEC
allows us to “incorporate by reference” the information that we file with the
SEC. This permits us to disclose important information to you by
referring to these filed documents. Any information referred to in
this way is considered part of this prospectus, and any information that we file
with the SEC after the date of this prospectus will automatically be deemed to
update and supersede this information.
We
incorporate by reference (i) RBSG’s Annual Report on Form 20-F for the fiscal
year ended December 31, 2008 filed with the SEC on April 29, 2009,
as restated by RBSG’s report on Form 6-K filed with the SEC on September
30, 2009; (ii) RBSG’s report on Form 6-K furnished with the SEC on August 7,
2009 noting a change of director; (iii) RBSG’s report on Form 6-K furnished with
the SEC on August 12, 2009; and (iv) RBSG’s interim report on Form 6-K including
Pro Forma Financial Information filed with the SEC on September 30,
2009. We also incorporate by reference all subsequent Annual Reports
filed on Form 20-F and any future filings made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act and certain Reports on Form 6-K,
if they state that they are incorporated by reference into this prospectus, that
we furnish to the SEC after the date of this prospectus and until we or any
underwriters sell all of the securities.
Upon
written or oral request, we will provide free of charge a copy of any or all of
the documents that we incorporate by reference into this prospectus, other than
exhibits which are not specifically incorporated by reference into this
prospectus. To obtain copies you should contact us at Citizens
Financial Group, Inc., 600 Washington Boulevard, Stamford, Connecticut, 06901
U.S.A; Attention: John Fawcett, telephone (203) 897 5087.
Certain
statements included in this prospectus are forward-looking
statements. We may make forward-looking statements in other documents
filed with the SEC that are incorporated by reference into this
prospectus. Forward-looking statements can be identified by the use
of forward-looking terminology such as words “expect,” “estimate,” “project,”
“anticipate,” “believes,” “should,” “could,” ‘intend,” “plan,” “probability,”
“risk,” “target,” “goal,” “objective,” “may,” “endeavor,” “outlook,”
“optimistic,” “prospects” or by the use of similar expressions or variations on
such expressions, or by the discussion of strategy or
objectives. Forward-looking statements are based on current plans,
estimates and projections, and are subject to inherent risks, uncertainties and
other factors which could cause actual results to differ materially from the
future results expressed or implied by such forward-looking
statements.
In
particular, this prospectus and certain documents incorporated by reference into
this prospectus include forward-looking statements relating, but not limited, to
possible future write-downs and our capital planning projections, our potential
exposures to various types of market risks, such as interest rate risk, foreign
exchange rate risk, liquidity risk, credit risk and commodity and equity price
risk. Such statements are subject to risks and
uncertainties. For example, certain of the market risk disclosures
are dependent on choices about key model characteristics, assumptions and
estimates, and are subject to various limitations. By their nature,
certain of the market risk disclosures are only estimates and, as a result,
actual future gains and losses could differ materially from those that have been
estimated.
Other
factors could also adversely affect our results or the accuracy of
forward-looking statements in this prospectus, and you should not consider the
factors discussed here or in our Form 20-F filed on April 29, 2009, incorporated
by reference herein, to be a complete set of all potential risks or
uncertainties. We have economic, financial market, credit, legal and
other specialists who monitor economic and market conditions and government
policies and actions. However, because it is difficult to predict
with accuracy any changes in economic or market conditions or in governmental
policies and actions, it is difficult for us to anticipate the effects that such
changes could have on our financial performance and business
operations.
The
forward-looking statements made in this prospectus speak only as of the date of
this prospectus. We do not intend to publicly update or revise these
forward-looking statements to reflect events or circumstances after the date of
this prospectus, and we do not assume any responsibility to do
so. You should, however, consult any further disclosures of a
forward-looking nature we made in other documents filed with the SEC that are
incorporated by reference into this prospectus. This discussion is
provided as permitted by the Private Securities Litigation Reform Act of
1995.
PROSPECTUS
THE
ROYAL BANK OF SCOTLAND plc
fully
and unconditionally guaranteed by
THE
ROYAL BANK OF SCOTLAND GROUP plc
By this
prospectus we may offer —
DEBT
SECURITIES
We will
provide the specific terms of these securities, and the manner in which they
will be offered, in one or more supplements to this prospectus. Any
supplement may also add, update or change information contained, or incorporated
by reference, in this prospectus. You should read this prospectus and
the supplements carefully before you invest.
You
should read both this prospectus and any prospectus supplement, together with
the additional information described under the heading “Where You Can Find More
Information” and the heading “Incorporation of Documents by Reference”, before
investing in our securities. The amount and price of the offered
securities will be determined at the time of the offering.
Investing
in our debt securities involves risks that are described in the “Risk Factors”
section of our annual reports filed with the Securities and Exchange Commission
or in the applicable prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined that this prospectus
is truthful or complete. Any representation to the contrary is a
criminal offense.
This
prospectus may not be used to sell securities unless it is accompanied by a
prospectus supplement.
The date
of this prospectus is September 30, 2009.
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About
this Prospectus
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1
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Use
of Proceeds
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1
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The
Royal Bank of Scotland plc
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1
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The
Royal Bank of Scotland Group plc
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2
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Description
of Debt Securities
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2
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Plan
of Distribution
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11
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Legal
Opinions
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12
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Experts
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13
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Enforcement
of Civil Liabilities
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13
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Where
You Can Find More Information
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Incorporation
of Documents by Reference
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14
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Cautionary
Statement on Forward-Looking Statements
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This
prospectus is part of a registration statement that we filed with the U.S.
Securities and Exchange Commission (“SEC”) using a “shelf” registration or
continuous offering process. Under this shelf process, we may sell
the securities described in this prospectus in one or more offerings of an
unspecified amount in one or more foreign currencies or currency
units.
This
prospectus provides you with a general description of the debt securities we may
offer, which we will refer to as the “debt securities”. Each time we
sell securities, we will provide a prospectus supplement that will contain
specific information about the terms of that offering. The prospectus
supplement will provide information regarding certain tax consequences of the
purchase, ownership and disposition of the offered securities. The
prospectus supplement may also add to, update or change information contained in
this prospectus. If there is any inconsistency between the
information in this prospectus and any prospectus supplement, you should rely on
the information in that prospectus supplement. We will file each
prospectus supplement with the SEC. You should read both this
prospectus and the applicable prospectus supplement, together with the
additional information described under the heading “Where You Can Find More
Information”.
The
registration statement containing this prospectus, including exhibits to the
registration statement, provides additional information about us and the
securities offered under this prospectus. The registration statement
can be read at the SEC’s offices or obtained from the SEC’s website mentioned
under the heading “Where You Can Find More Information”.
Certain
Terms
In this
prospectus, the terms “we”, “us”, “our” and “RBS” refer to The Royal Bank of
Scotland plc, the term “RBSG” means The Royal Bank of Scotland Group plc, the
term “Group” means The Royal Bank of Scotland Group plc and its subsidiaries,
the term “NWB Plc” means National Westminster Bank Plc and the term “NatWest”
means NWB Plc and its subsidiaries.
RBSG
publishes its consolidated financial statements in pounds sterling (“£” or
“sterling”), the lawful currency of the United Kingdom. In this
prospectus and any prospectus supplement, references to “dollars” and “$” are to
United States dollars.
Unless we
have disclosed a specific plan in the accompanying prospectus supplement, we
will use the net proceeds from the sale of the securities offered by this
prospectus in the general business of the Group and to strengthen further the
Group’s capital base. The Group has raised capital in various markets
from time to time and we expect to continue to raise capital in appropriate
markets as and when required.
RBS is a
public limited company incorporated in Scotland with registration number
SC090312. RBS was incorporated under Scots law on October 31,
1984. RBS is a wholly owned subsidiary of RBSG, which is the holding
company of a large global banking and financial services group and is described
more fully below. RBS had total assets of £1,877.9 billion and
shareholder’s equity of £46.0 billion as at December 31, 2008. RBS’s
capital ratios were a total capital ratio of 14.2% and a Tier 1 capital ratio of
8.5% as at December 31, 2008.
RBS’s
registered office is 36 St Andrew Square, Edinburgh EH2 2YB, Scotland and its
principal place of business is RBS Gogarburn, PO Box 1000, Edinburgh EH12 1HQ,
Scotland, telephone +44 131 626 0000.
RBSG is a
public limited company incorporated in Scotland with registration number
SC045551. RBSG was incorporated under Scots law on March 25,
1968. RBSG is the holding company of a large global banking and
financial services group. Headquartered in Edinburgh, the Group operates in the
United Kingdom, the United States and internationally through its two principal
subsidiaries, RBS and NatWest. Both RBS and NatWest are major U.K.
clearing banks whose origins go back over 275 years. In the United
States, the Group’s subsidiary Citizens Financial Group, Inc. is a large
commercial banking organisation. The Group 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.
The
Commissioners of Her Majesty’s Treasury currently holds 70.3% of the issued
ordinary share capital of RBSG. On February 26, 2009, RBSG announced
its intention to issue up to £25.5 billion of B Shares to the U.K.
Government. If all such B Shares are issued, conversion of the B
Shares would increase this ownership interest to approximately 84.4% of the
issued ordinary share capital of RBSG.
The Group
had total assets of £2,401.7 billion and owners’ equity of £58.9 billion at
December 31, 2008. The Group’s capital ratios at that date, which included the
equity minority interest of the State of the Netherlands and Banco Santander,
S.A. (“Santander”) in ABN AMRO Holdings N.V. (“ABN AMRO”), were a total capital
ratio of 14.1%., a Core Tier 1 capital ratio of 6.8% and a Tier 1 capital ratio
of 10.0%. As of June 30, 2009, RBSG had total assets of £1,818.9
billion and owner’s equity of £55.7 billion. RBSG’s Tier 1 and Core
Tier 1 capital ratios at that date were 9.3% and 7.0%,
respectively.
On
October 17, 2007, RFS Holdings B.V. (“RFS Holdings”), which at the time was
owned by RBSG, Fortis N.V., Fortis SA/NY, Fortis Bank Nederland (Holding) N.V.
and Santander, completed the acquisition of ABN AMRO. RFS Holdings,
which is now jointly owned by RBSG, the State of the Netherlands and Santander
(the “Consortium Members”), is in the process of implementing an orderly
separation of the business units of ABN AMRO, with ABN AMRO’s global wholesale
businesses and international retail businesses in Asia and the Middle East
subject to the outcome of RBSG’s strategic review. Certain other
assets will continue to be shared by the Consortium Members.
RBSG’s
registered office is 36 St Andrew Square, Edinburgh EH2 2YB, Scotland and its
principal place of business is RBS Gogarburn, PO Box 1000, Edinburgh EH12 1HQ,
Scotland, telephone +44 131 626 0000.
The
following is a summary of the general terms of the debt
securities. Each time that we issue debt securities, we will file a
prospectus supplement with the SEC, which you should read
carefully. The prospectus supplement may contain additional terms of
those debt securities. The terms presented here, together with the
terms contained in the prospectus supplement, will be a description of the
material terms of the debt securities, but if there is any inconsistency between
the terms presented here and those in the prospectus supplement, those in the
prospectus supplement will apply and will replace those presented
here. You should also read the indentures under which we will issue
the debt securities, which we have filed with the SEC as exhibits to the
registration statement of which this prospectus is a part.
When
we refer to “debt securities” in this prospectus, we mean the senior debt
securities. Senior debt securities will be issued under a senior debt
indenture. The senior debt indenture is a contract between RBS, The
Bank of New York Mellon as trustee, and RBSG, as guarantor. The
indenture does not limit our ability to incur additional indebtedness, including
additional senior indebtedness.
General
The debt
securities are not deposits and are not insured or guaranteed by the U.S.
Federal Deposit Insurance Corporation or any other government agency of the
United States or the United Kingdom.
The
indentures do not limit the amount of debt securities that we may
issue. We may issue debt securities in one or more
series. The relevant prospectus supplement for any particular series
of debt securities will describe the terms of the offered debt securities,
including some or all of the following terms:
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their
specific designation, authorized denomination and aggregate principal
amount;
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the
price or prices at which they will be
issued;
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whether
such debt securities will be dated debt securities with a specified
maturity date or undated debt securities with no specified maturity
date;
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the
annual interest rate or rates, or how to calculate the interest rate or
rates;
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the
date or dates from which interest, if any, will accrue or the method, if
any, by which such date or dates will be
determined;
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whether
payments are subject to a condition that we are able to make such payment
and remain able to pay our debts as they fall due and our assets continue
to exceed our liabilities (other than subordinated
liabilities);
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the
times and places at which any interest payments are
payable;
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the
terms of any mandatory or optional redemption, including the amount of any
premium;
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any
modifications or additions to the events of defaults with respect to the
debt securities offered;
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any
provisions relating to conversion or exchange for other securities issued
by us;
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the
currency or currencies in which they are denominated and in which we will
make any payments;
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any
index used to determine the amount of any payments on the debt
securities;
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any
restrictions that apply to the offer, sale and delivery of the debt
securities and the exchange of debt securities of one form for debt
securities of another form;
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whether
and under what circumstances, if other than those described in this
prospectus, we will pay additional amounts on the debt securities
following certain developments with respect to withholding tax or
information reporting laws and whether, and on what terms, if other than
those described in this prospectus, we may redeem the debt securities
following those developments;
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the
terms of any mandatory or optional exchange;
and
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any
listing on a securities exchange.
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In
addition, the prospectus supplement will describe the material U.S. federal and
U.K. tax considerations that apply to any particular series of debt
securities.
Debt
securities may bear interest at a fixed rate or a floating
rate. Holders of debt securities shall have no voting rights except
those described under the heading “— Modification and Waiver”
below.
Guarantee
RBSG will
fully and unconditionally guarantee payment in full to the holders of senior
debt securities issued by us. The guarantee is set forth in, and
forms part of, the indenture under which senior debt securities will be issued
by us. If, for any reason, we do not make any required payment in
respect of our senior debt securities when due, RBSG will cause the payment to
be made to or to the order of the applicable trustee. The guarantee
will be on a senior basis when the guaranteed debt securities are issued under
the senior indenture. Holders of senior debt securities issued by us
may sue RBSG to enforce their rights under the guarantee without first suing any
other
person or
entity. RBSG may, without the consent of the holders of the debt
securities, assume all of our rights and obligations under the debt securities
and upon such assumption, we will be released from its liabilities under the
senior debt indenture and the senior debt securities.
Form
of Debt Securities; Book-Entry System
General
Unless
the relevant prospectus supplement states otherwise, the debt securities shall
initially be represented by one or more global securities in registered form,
without coupons attached, and will be deposited with or on behalf of one or more
depositary, including, without limitation, The Depository Trust Company (“DTC”),
Euroclear Bank S.A./N.V. (“Euroclear Bank”), as operator of the Euroclear System
(“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream Luxembourg”), and
will be registered in the name of such depositary or its nominee. Unless and
until the debt securities are exchanged in whole or in part for other securities
that we issue or the global securities are exchanged for definitive securities,
the global securities may not be transferred except as a whole by the depositary
to a nominee or a successor of the depositary.
The debt
securities may be accepted for clearance by DTC, Euroclear and Clearstream
Luxembourg. Unless the relevant prospectus supplement states
otherwise, the initial distribution of the debt securities will be cleared
through DTC only. In such event, beneficial interests in the global
debt securities will be shown on, and transfers thereof will be effected only
through, the book-entry records maintained by DTC and its direct and indirect
participants, including, as applicable, Euroclear and Clearstream
Luxembourg.
The laws
of some states may require that certain investors in securities take physical
delivery of their securities in definitive form. Those laws may
impair the ability of investors to own interests in book-entry
securities.
So long
as the depositary, or its nominee, is the holder of a global debt security, the
depositary or its nominee will be considered the sole holder of such global debt
security for all purposes under the indentures. Except as described
below under the heading “—Issuance of Definitive Securities”, no participant,
indirect participant or other person will be entitled to have debt securities
registered in its name, receive or be entitled to receive physical delivery of
debt securities in definitive form or be considered the owner or holder of the
debt securities under the indentures. Each person having an ownership
or other interest in debt securities must rely on the procedures of the
depositary, and, if a person is not a participant in the depositary, must rely
on the procedures of the participant or other securities intermediary through
which that person owns its interest to exercise any rights and obligations of a
holder under the indentures or the debt securities.
Payments
on the Global Debt Security
Payments
of any amounts in respect of any global securities will be made by the trustee
to the depositary. Payments will be made to beneficial owners of debt
securities in accordance with the rules and procedures of the depositary or its
direct and indirect participants, as applicable. Neither we nor RBSG,
nor the trustee nor any of our agents will have any responsibility or liability
for any aspect of the records of any securities intermediary in the chain of
intermediaries between the depositary and any beneficial owner of an interest in
a global security, or the failure of the depositary or any intermediary to pass
through to any beneficial owner any payments that we or RBSG make to the
depositary.
The
Clearing Systems
DTC,
Euroclear and Clearstream Luxembourg have advised us as follows:
DTC. DTC, the
world’s largest securities depository, is a limited-purpose trust company
organized under the New York Banking Law, a “banking organization” within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
“clearing corporation” within the meaning of the New York Uniform Commercial
Code, and a “clearing agency” registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). DTC holds and provides asset servicing for over 3.5 million
issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues,
and money market instruments (from over 100 countries) that DTC’s participants
deposit with DTC. DTC also facilitates the post-trade settlement among direct
participants
of sales and other securities transactions in deposited securities, through
electronic computerized book-entry transfers and pledges between direct
participants’ accounts. This eliminates the need for physical movement of
securities certificates. Direct participants include both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding
company for DTC, National Securities Clearing Corporation and Fixed Income
Clearing Corporation, all of which are registered clearing agencies. DTCC is
owned by the users of its regulated subsidiaries. Access to the DTC system is
also available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a direct participant, either directly or
indirectly. The DTC rules applicable to its participants are on file with the
SEC. More information about DTC can be found at www.dtcc.com and
www.dtc.org.
Euroclear. Euroclear
holds securities for its participants and clears and settles transactions
between its participants through simultaneous electronic book-entry delivery
against payment. Euroclear provides various other services, including
safekeeping, administration, clearance and settlement and securities lending and
borrowing, and interfaces with domestic markets in several
countries. Securities clearance accounts and cash accounts with
Euroclear are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System, and applicable law
(collectively, the “Euroclear Terms and Conditions”). The Euroclear
Terms and Conditions govern transfers of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments with
respect to securities in Euroclear.
Clearstream
Luxembourg. Clearstream Luxembourg is incorporated under the
laws of The Grand Duchy of Luxembourg as a professional
depositary. Clearstream Luxembourg holds securities for its
participants and facilitates the clearance and settlement of securities
transactions between its participants through electronic book-entry changes in
accounts of its participants, thereby eliminating the need for physical movement
of certificates. Clearstream Luxembourg provides to its participants,
among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and
borrowing. Clearstream Luxembourg interfaces with domestic markets in
several countries.
Issuance
of Definitive Securities
So long
as the depositary holds the global securities of a particular series of debt
securities, such global securities will not be exchangeable for definitive
securities of that series unless:
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the
depositary notifies the trustee that it is unwilling or unable to continue
to act as depositary for the debt securities or the depositary ceases to
be a clearing agency registered under the Exchange
Act;
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we
or RBSG are wound up and we or RBSG fail to make a payment on the debt
securities when due; or
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at
any time we determine at our option and in our sole discretion that the
global securities of a particular series of debt securities should be
exchanged for definitive debt securities of that series in registered
form.
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Each
person having an ownership or other interest in a debt security must rely
exclusively on the rules or procedures of the depositary as the case may be, and
any agreement with any direct or indirect participant of the depositary,
including Euroclear or Clearstream Luxembourg and their participants, as
applicable, or any other securities intermediary through which that person holds
its interest, to receive or direct the delivery of possession of any definitive
security. The indentures permit us to determine at any time and in
our sole discretion that debt securities shall no longer be represented by
global securities. DTC has advised us that, under its current
practices, it would notify its participants of our request, but will only
withdraw beneficial interests from the global securities at the request of each
DTC participant. We would issue definitive certificates in exchange
for any such beneficial interests withdrawn.
Unless
otherwise specified in the prospectus supplement, definitive debt securities
will be issued in registered form only. To the extent permitted by
law, we, RBSG, the trustee and any paying agent shall be entitled to treat the
person in whose name any definitive security is registered as its absolute
owner.
Payments
in respect of each series of definitive securities will be made to the person in
whose name the definitive securities are registered as it appears in the
register for that series of debt securities. Payments will be made in
respect of the debt securities by check drawn on a bank in New York or, if the
holder requests, by transfer to the holder’s account in New
York. Definitive securities should be presented to the paying agent
for redemption.
If we
issue definitive debt securities of a particular series in exchange for a
particular global debt security, the depositary, as holder of that global debt
security, will surrender it against receipt of the definitive debt securities,
cancel the book-entry debt securities of that series, and distribute the
definitive debt securities of that series to the persons and in the amounts that
the depositary specifies pursuant to the internal procedures of such
depositary.
If
definitive securities are issued in the limited circumstances described above,
those securities may be transferred in whole or in part in denominations of any
whole number of securities upon surrender of the definitive securities
certificates together with the form of transfer endorsed on it, duly completed
and executed at the specified office of a paying agent. If only part
of a securities certificate is transferred, a new securities certificate
representing the balance not transferred will be issued to the transferor within
three business days after the paying agent receives the
certificate. The new certificate representing the balance will be
delivered to the transferor by uninsured post at the risk of the transferor, to
the address of the transferor appearing in the records of the paying
agent. The new certificate representing the securities that were
transferred will be sent to the transferee within three business days after the
paying agent receives the certificate transferred, by uninsured post at the risk
of the holder entitled to the securities represented by the certificate, to the
address specified in the form of transfer.
Settlement
Initial
settlement for each series of debt securities and settlement of any secondary
market trades in the debt securities will be made in same-day
funds. Book-entry debt securities held through DTC will settle in
DTC’s Same-Day Funds Settlement System.
Payments
We will
make any payments of interest and, principal, on any particular series of debt
securities on the dates and, in the case of payments of interest, at the rate or
rates, that we set out in, or that are determined by the method of calculation
described in, the relevant prospectus supplement.
Subordination
Unless
the relevant prospectus supplement provides otherwise, debt securities and
coupons (if any) appertaining thereto constitute our direct, unconditional,
unsecured and unsubordinated obligations ranking pari passu, without any
preference among themselves, with all of our other outstanding unsecured and
unsubordinated obligations, present and future, except such obligations as are
preferred by operation of law.
Additional
Amounts
Unless
the relevant prospectus supplement provides otherwise, we will pay any amounts
to be paid by us on any series of debt securities without deduction or
withholding for, or on account of, any and all present and future income, stamp
and other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings imposed, levied, collected, withheld or assessed by or on behalf of
the United Kingdom or any U.K. political subdivision thereof or authority that
has the power to tax (a “U.K. taxing jurisdiction”), unless such deduction or
withholding is required by law. If at any time a U.K. taxing
jurisdiction requires us to make such deduction or withholding, we will pay
additional amounts with respect to the principal of, and payments on, the debt
securities (“Additional Amounts”) that are necessary in order that the net
amounts paid to the holders of those debt securities, after the deduction or
withholding, shall equal the amounts of principal and any payments which would
have been payable on that series of debt securities if the deduction or
withholding had not been required. However, this will not apply to
any tax that would not have been payable or due but for the fact
that:
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the
holder or the beneficial owner of the debt securities is a domiciliary,
national or resident of, or engaging in business or maintaining a
permanent establishment or physically present in, a U.K. taxing
jurisdiction or otherwise having some connection with the U.K. taxing
jurisdiction other than the holding or ownership of
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a
debt security, or the collection of any payment of, or in respect of,
principal of, or any payments on, any debt security of the relevant
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except
in the case of a winding up in the United Kingdom, the relevant debt
security is presented (where presentation is required) for payment in the
United Kingdom;
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the
relevant debt security is presented (where presentation is required) for
payment more than 30 days after the date payment became due or was
provided for, whichever is later, except to the extent that the holder
would have been entitled to the Additional Amounts on presenting the debt
security for payment at the close of that 30 day
period;
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the
holder or the beneficial owner of the relevant debt security or the
beneficial owner of any payment of or in respect of principal of, or any
payments on, the debt security failed to comply with a request by us or
our liquidator or other authorized person addressed to the holder to
provide information concerning the nationality, residence or identity of
the holder or the beneficial owner or to make any declaration or other
similar claim to satisfy any information requirement, which is required or
imposed by a statute, treaty, regulation or administrative practice of a
U.K. taxing jurisdiction as a precondition to exemption from all or part
of the tax;
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the
withholding or deduction is imposed on a payment to or for the benefit of
an individual and is required to be made pursuant to European Council
Directive 2003/48/EC or any other Directive implementing the conclusions
of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of
savings income or any law implementing or complying with, or introduced in
order to conform to, such
directive;
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the
relevant debt security is presented (where presentation is required) for
payment by or on behalf of a holder who would have been able to avoid such
withholding or deduction by presenting the relevant debt security to
another paying agent in a Member State of the European Union;
or
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any
combination of the above items;
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nor shall
Additional Amounts be paid with respect to the principal of, and payments on,
the debt securities to any holder who is a fiduciary or partnership or settlor
with respect to such fiduciary or a member of such partnership other than the
sole beneficial owner of such payment to the extent such payment would be
required by the laws of any taxing jurisdiction to be included in the income for
tax purposes of a beneficiary or partner or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to such Additional Amounts, had it been the
holder.
Whenever
we refer in this prospectus and any prospectus supplement, in any context, to
the payment of the principal of or any payments on, or in respect of, any debt
security of any series, we mean to include the payment of Additional Amounts to
the extent that, in the context, Additional Amounts are, were or would be
payable.
Redemption
Unless
the relevant prospectus supplement provides otherwise, we will have the option
to redeem the debt securities of any series as a whole upon not less than 30 nor
more than 60 days’ notice to each holder of debt securities, on any payment
date, at a redemption price equal to 100% of their principal amount together
with any accrued but unpaid payments of interest, to the redemption date, or, in
the case of discount securities, their accreted face amount, together with any
accrued interest, if we determine that as a result of a change in or amendment
to the laws or regulations of a U.K. taxing jurisdiction, including any treaty
to which it is a party, or a change in an official application or interpretation
of those laws or regulations, including a decision of any court or tribunal,
which becomes effective on or after the date of the applicable prospectus
supplement:
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in
making any payments, on the particular series of debt securities, we have
paid or will or would on the next payment date be required to pay
Additional Amounts;
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payments,
on the next payment date in respect of any of the series of debt
securities would be treated as “distributions” within the meaning of
Section 209 of the Income and Corporation Taxes Act 1988 of the United
Kingdom, or any statutory modification or re-enactment of the Act;
or
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on
the next payment date we or RBSG would not be entitled to claim a
deduction in respect of the payments in computing our U.K. taxation
liabilities, or the value of the deduction to us would be materially
reduced.
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In each
case we shall be required, before we give a notice of redemption, to deliver to
the trustee a written legal opinion of independent English counsel of recognized
standing, selected by us, in a form satisfactory to the trustee confirming that
we are entitled to exercise our right of redemption.
The
relevant prospectus supplement will specify whether or not we may redeem the
debt securities of any series, in whole or in part, at our option, in any other
circumstances and, if so, the prices and any premium at which and the dates on
which we may do so. Any notice of redemption of debt securities of
any series will state, among other items:
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the
amount of debt securities to be redeemed if less than all of the series is
to be redeemed;
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that
the redemption price will become due and payable on the redemption date
and that payments will cease to accrue on such date;
and
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the
place or places at which each holder may obtain payment of the redemption
price.
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In the
case of a partial redemption, the trustee shall select the debt securities to be
redeemed in any manner which it deems fair and appropriate.
We, RBSG
or any of RBSG’s subsidiaries may at any time and from time to time purchase
debt securities of any series in the open market or by tender (available to each
holder of debt securities of the relevant series) or by private agreement, if
applicable law allows. Any debt securities of any series that we
purchase beneficially for our own account, other than in connection with dealing
in securities, will be treated as cancelled and will no longer be issued and
outstanding.
Under
existing U.K. Financial Services Authority (“FSA”) requirements, we may not make
any redemption or repurchase of any debt securities beneficially for our own
account, other than a repurchase in connection with dealing in securities,
unless we give prior notice to the FSA and, in certain circumstances, it
consents in advance. The FSA may impose conditions on any redemption
or repurchase.
Modification
and Waiver
We, RBSG,
and the trustee may make certain modifications and amendments of the applicable
indenture with respect to any series of debt securities without the consent of
the holders of the debt securities. Other modifications and
amendments may be made to the indenture with the consent of the holder or
holders of not less than a majority in aggregate outstanding principal amount of
the debt securities of the series outstanding under the indenture that are
affected by the modification or amendment, voting as one
class. However, no modifications or amendments may be made without
the consent of the holder of each debt security affected that
would:
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change
the stated maturity of the principal amount of any debt
security;
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reduce
the principal amount of, the interest rates, or any premium payable upon
the redemption of, or the payments with respect to any debt
security;
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change
any obligation (or any successor’s) to pay Additional
Amounts;
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change
the currency of payment;
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impair
the right to institute suit for the enforcement of any payment due and
payable;
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reduce
the percentage in aggregate principal amount of outstanding debt
securities of the series necessary to modify or amend the indenture or to
waive compliance with certain provisions of the indenture and any past
Senior Debt Security Event of Default, (as such term is defined
below);
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modify
the terms of our obligations or RBSG’s obligations in respect of the due
and punctual payment of the amounts due and payable on the debt securities
in a manner adverse to the holders;
or
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modify
the above requirements.
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In
addition, material variations in the terms and conditions of debt securities of
any series, including modifications relating to redemption, Senior Debt Security
Event of Default (as defined under the heading “Event of Default; Limitations of
Remedies” below), may require the non-objection from, or consent of, the
FSA.
Events
of Default; Limitation of Remedies
Senior
Debt Security Event of Default
Unless
the relevant prospectus supplement provides otherwise, a “Senior Debt Security
Event of Default” with respect to any series of senior debt securities shall
result if:
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we
or RBSG do not pay any principal or interest on any senior debt securities
of that series within 14 days from the due date for payment and the
principal or interest has not been duly paid within a further 14 days
following written notice from the trustee or from holders of 25% in
outstanding principal amount of the senior debt securities of that series
to us or RBSG requiring the payment to be made. It shall not,
however, be a Senior Debt Security Event of Default if during the 14 days
after the notice, we or RBSG satisfy the trustee that such sums were not
paid in order to comply with a law, regulation or order of any court of
competent jurisdiction. Where there is doubt as to the validity
or applicability of any such law, regulation or order, it shall not be a
Senior Debt Security Event of Default if we or RBSG act on the advice
given to us during the 14 day period by independent legal advisers
approved by the trustee; or
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we
or RBSG breach any covenant or warranty of the senior debt indenture
(other than as stated above with respect to payments when due) and that
breach has not been remedied within 60 days of receipt of a written notice
from the trustee certifying that in its opinion the breach is materially
prejudicial to the interests of the holders of the senior debt securities
of that series and requiring the breach to be remedied or from holders of
at least 25% in outstanding principal amount of the senior debt securities
of that series requiring the breach to be remedied;
or
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either
a court of competent jurisdiction issues an order which is not
successfully appealed within 30 days, or an effective shareholders’
resolution is validly adopted, for our winding-up or RBSG’s winding-up
(other than under or in connection with a scheme of reconstruction, merger
or amalgamation not involving bankruptcy or
insolvency).
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If a
Senior Debt Security Event of Default occurs and is continuing, the trustee or
the holders of at least 25% in outstanding principal amount of the senior debt
securities of that series may at their discretion declare the senior debt
securities of that series to be due and repayable immediately (and the senior
debt securities of that series shall thereby become due and repayable) at their
outstanding principal amount (or at such other repayment amount as may be
specified in or determined in accordance with the relevant prospectus
supplement) together with accrued interest, if any, as provided in the
prospectus supplement. The trustee may at its discretion and without further
notice institute such proceedings as it may think suitable, against us or RBSG
to enforce payment. Subject to the indenture provisions for the indemnification
of the trustee, the holder(s) of a majority in aggregate principal amount of the
outstanding senior debt securities of any series shall have the right to direct
the time, method and place of conducting any proceeding in the name or and on
the behalf of the trustee for any remedy available to the trustee or exercising
any trust or power conferred on the trustee with respect to the series. However,
this direction must not be
in
conflict with any rule of law or the senior debt indenture, and must not be
unjustly prejudicial to the holder(s) of any senior debt securities of that
series not taking part in the direction, and determined by the
trustee. The trustee may also take any other action, consistent with
the direction, that it deems proper.
Notwithstanding
any contrary provisions, nothing shall impair the right of a holder, absent the
holder’s consent, to sue for any payments due but unpaid with respect to the
senior debt securities.
By
accepting a senior debt security, each holder will be deemed to have waived any
right of set-off, counterclaim or combination of accounts with respect to the
senior debt securities or the applicable indenture that they might otherwise
have against us or RBSG, whether before or during our winding up.
General
The
holder or holders of not less than a majority in aggregate principal amount of
the outstanding debt securities of any series may waive any past Senior Debt
Security Event of Default with respect to the series, except a Senior Debt
Security Event of Default, in respect of the payment of interest, if any, or
principal of (or premium, if any) or payments on any debt security or a covenant
or provision of the applicable indenture which cannot be modified or amended
without the consent of each holder of debt securities of such
series.
Subject
to exceptions, the trustee may, without the consent of the holders, waive or
authorize a Senior Debt Security Event of Default if, in the opinion of the
trustee, the Senior Debt Security Event of Default would not be materially
prejudicial to the interests of the holders.
Subject
to the provisions of the applicable indenture relating to the duties of the
trustee, if a Senior Debt Security Event of Default occurs and is continuing
with respect to the debt securities of any series, the trustee will be under no
obligation to any holder or holders of the debt securities of the series, unless
they have offered reasonable indemnity to the trustee. Subject to the
indenture provisions for the indemnification of the trustee, the holder or
holders of a majority in aggregate principal amount of the outstanding debt
securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the trustee or
exercising any trust or power conferred on the trustee with respect to the
series, if the direction is not in conflict with any rule of law or with the
applicable indenture and the trustee does not determine that the action would be
unjustly prejudicial to the holder or holders of any debt securities of any
series not taking part in that direction. The trustee may take any
other action that it deems proper which is not inconsistent with that
direction.
The
indentures provide that the trustee will, within 90 days after the occurrence of
a Senior Debt Security Event of Default with respect to the debt securities of
any series, give to each holder of the debt securities of the affected series
notice of the Senior Debt Security Event of Default, known to it, unless the
Senior Debt Security Event of Default, has been cured or
waived. However, the trustee shall be protected in withholding notice
if it determines in good faith that withholding notice is in the interest of the
holders.
We are
required to furnish to the trustee annually a statement as to our compliance
with all conditions and covenants under the indenture.
Consolidation,
Merger and Sale of Assets; Assumption
We or
RBSG may, without the consent of the holders of any of the debt securities,
consolidate with, merge into or transfer or lease our assets substantially as an
entirety to any person, provided that any successor corporation formed by any
consolidation or amalgamation, or any transferee or lessee of our assets, is a
company organized under the laws of any part of the United Kingdom that assumes,
by a supplemental indenture, our obligations or, if applicable, RBSG’s
obligations, on the debt securities and under the indenture, and we procure the
delivery of a customary officer’s certificate and legal opinion providing that
the conditions precedent to the transaction have been complied
with.
Subject
to applicable law and regulation, any of our wholly-owned subsidiaries may
assume our obligations under the debt securities of any series without the
consent of any holder, provided that we unconditionally guarantee the
obligations of the subsidiary under the debt securities of that
series. If we do, all of our direct obligations under the debt
securities of the series and the applicable indenture shall immediately be
discharged. Any Additional
Amounts
under the debt securities of the series will be payable in respect of taxes
imposed by the jurisdiction in which the assuming subsidiary is incorporated,
subject to exceptions equivalent to those that apply to any obligation to pay
Additional Amounts in respect of taxes imposed by any U.K. taxing jurisdiction,
rather than taxes imposed by any U.K. taxing jurisdiction. However,
if we make payment under the guarantee, we shall be required to pay Additional
Amounts related to taxes, subject to the exceptions described under the heading
“—Additional Amounts” above, imposed by any U.K. taxing jurisdiction by reason
of the guarantee payment. The subsidiary that assumes our obligations
will also be entitled to redeem the debt securities of the relevant series in
the circumstances described in “—Redemption” above with respect to any change or
amendment to, or change in the application or official interpretation of, the
laws or regulations (including any treaty) of the assuming subsidiary’s
jurisdiction of incorporation which occurs after the date of the
assumption.
An
assumption of our obligations under the debt securities of any series might be
deemed for U.S. federal income tax purposes to be an exchange of those debt
securities for new debt securities by each beneficial owner, resulting in a
recognition of taxable gain or loss for those purposes and possibly certain
other adverse tax consequences. You should consult your tax advisor
regarding the U.S. federal, state and local income tax consequences of an
assumption.
Governing
Law
The debt
securities and the indentures will be governed by and construed in accordance
with the laws of the State of New York.
Notices
All
notices to holders of registered debt securities shall be validly given if in
writing and mailed, first-class postage prepaid, to them at their respective
addresses in the register maintained by the trustee.
The
Trustee
The Bank
of New York Mellon, acting through its London Branch, One Canada Square, London
E14 5AL, is the trustee under the indenture. The trustee shall have
and be subject to all the duties and responsibilities specified with respect to
an indenture trustee under the Trust Indenture Act of 1939
(“TIA”). Subject to the provisions of the TIA, the trustee is under
no obligation to exercise any of the powers vested in it by the indenture at the
request of any holder of notes, unless offered reasonable indemnity by the
holder against the costs, expense and liabilities which might be incurred
thereby. We, RBSG and certain of RBSG’s subsidiaries maintain deposit
accounts and conduct other banking transactions with The Bank of New York Mellon
in the ordinary course of our business. The Bank of New York Mellon
is also the book-entry depositary with respect to certain of RBSG’s debt
securities and the depositary with respect to the ADSs representing certain of
RBSG’s preference shares, and trustee with respect to certain of RBSG’s
exchangeable capital securities.
Consent
to Service of Process
Under the
indenture, we and RBSG irrevocably designate John Fawcett, Chief Financial
Officer, Citizens Financial Group, Inc., as our authorized agent for service of
process in any legal action or proceeding arising out of or relating to the
indentures or any debt securities brought in any federal or state court in The
City of New York, New York and we and RBSG irrevocably submit to the
jurisdiction of those courts.
We may
sell relevant securities to or through underwriters or dealers and also may sell
all or part of such securities directly to other purchasers or through
agents.
The
distribution of the securities may be effected from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
In
connection with the sale of securities, we may compensate underwriters in the
form of discounts, concessions or commissions or in any other way that the
applicable prospectus supplement describes. Underwriters may sell
securities to or through dealers, and the dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the
distribution of securities may be deemed to be underwriters, and any discounts
or commissions that we pay them and any profit on the resale of securities by
them may be deemed to be underwriting discounts and commissions, under the
Securities Act of 1933, as amended (the “Securities Act”). Any such
underwriter or agent will be identified, and any such compensation that we pay
will be described, in the prospectus supplement.
Under
agreements which we may enter into, we may be required to indemnify
underwriters, dealers and agents who participate in the distribution of
securities against certain liabilities, including liabilities under the
Securities Act.
Each new
series of debt securities will be a new issue of securities with no established
trading market. If securities of a particular series are not listed
on a U.S. national securities exchange, certain broker-dealers may make a market
in those securities, but will not be obligated to do so and may discontinue any
market making at any time without notice. We cannot give any
assurance that any broker-dealer will make a market in securities of any series
or as to the liquidity of the trading market for those securities.
To the
extent an initial offering of the securities will be distributed by an affiliate
of ours each such offering of securities will be conducted in compliance with
the requirements of NASD Rule 2720 of the Financial Industry Regulatory
Authority, which is commonly referred to as FINRA, regarding a FINRA member
firm’s distribution of securities of an affiliate. Following the
initial distribution of any of these securities, affiliates of ours may offer
and sell these securities in the course of their businesses as broker-dealers.
Such affiliates may act as principals or agents in these transactions and may
make any sales at varying prices related to prevailing market prices at the time
of sale or otherwise. Such affiliates may also use this prospectus in
connection with these transactions. None of our affiliates is
obligated to make a market in any of these securities and may discontinue any
market-making activities at any time without notice.
Underwriting
discounts and commissions on securities sold in the initial distribution will
not exceed 8% of the offering proceeds.
Any
underwriter, selling agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.
Delayed
Delivery Arrangements
If so
indicated in the prospectus supplement, we may authorize underwriters or other
persons acting as its agents to solicit offers by certain institutions to
purchase debt securities from it pursuant to contracts providing for payment and
delivery on a future date. Institutions with which such contracts may
be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and others,
but in all cases such institutions must be approved by us. The
obligations of any purchaser under any such contract will be subject to the
condition that the purchase of the offered securities shall not at the time of
delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. The underwriters and such other agents will not
have any responsibility in respect of the validity or performance of such
contracts.
Our
United States counsel, Davis Polk & Wardwell LLP, will pass upon certain
legal matters relating to the securities. Our Scottish solicitors,
Dundas & Wilson CS LLP, will pass upon the validity of the debt securities
under Scots law.
The
consolidated financial statements as of December 31 2008 and 2007, and for each
of the three years in the period ended December 31, 2008 incorporated in this
prospectus, which is part of this Registration Statement, by reference and the
effectiveness of RBSG’s internal control over financial reporting have been
audited by Deloitte LLP, an independent registered public accounting firm, as
stated in their reports which are incorporated herein by reference from RBSG’s
Report on Form 6-K dated September 30, 2009, (which reports (1) express an
unqualified opinion on the 2008 financial statements and include an explanatory
paragraph stating that the consolidated financial statements for 2008, 2007 and
2006 have been restated for the retrospective adjustment related to the adoption
of IFRS 2 described in Note 1 of the Accounting Policies, the change in the
composition of reportable segments described in Note 38 and the consolidating
financial information included in Note 43 in respect of The Royal
Bank of Scotland plc in accordance with Regulation S-X Rule 3-10, and (2)
express an unqualified opinion on the effectiveness of internal control over
financial reporting). Such financial statements have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
We and
RBSG are public limited companies incorporated and registered in Scotland,
United Kingdom. All but one of our and RBSG’s directors and executive
officers, and certain experts named in this prospectus, reside outside the
United States. All or a substantial portion of our and RBSG’s assets
and the assets of those non-resident persons are located outside the United
States. As a result, it may not be possible for investors to effect
service of process within the United States upon us, RBSG or these persons or to
enforce against us, RBSG or these persons judgments obtained in U.S. courts
predicated upon civil liability provisions of the federal securities laws of the
United States. We have been advised by our Scottish solicitors,
Dundas & Wilson CS LLP (as to Scots law) that, both in original actions and
in actions for the enforcement of judgments of U.S. courts, there is doubt as to
whether civil liabilities predicated solely upon the U.S. federal securities
laws are enforceable in Scotland.
Ongoing
Reporting
RBSG is
subject to the informational requirements of the Exchange Act an in accordance
therewith, RBSG files reports and other information with the SEC. You
can read and copy these reports and other information at the SEC’s Public
Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549,
U.S.A. You may call the SEC at 1-800-SEC-0330 for further information
on the Public Reference Room. The SEC also maintains a website at
http://www.sec.gov which contains in electronic form each of the reports and
other information that we have filed electronically with the SEC. You
can also read this material at the offices of The New York Stock Exchange, 20
Broad Street, New York, New York 10005, U.S.A. on which certain of our
securities are listed.
We will
provide the trustee for any debt securities with RBSG’s annual reports, which
will include a description of operations and RBSG’s annual audited consolidated
financial statements. We will also provide any trustee with RBSG’s interim
reports that will include unaudited interim summary consolidated financial
information. Upon receipt, the trustee will mail the reports to all record
holders of the debt securities. In addition, we will provide the trustee with
all notices of meetings at which holders of debt securities are entitled to
vote, and all other reports and communications that are made generally available
to holders of debt securities.
Registration
Statement
This
prospectus is part of a registration statement that we and RBSG filed with the
SEC. As exhibits to the registration statement, we have also filed
the indentures, and RBSG’s Articles of Association. Statements
contained in this prospectus as to the contents of any contract or other
document referred to in this prospectus are not necessarily complete, and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the registration statement, each such statement being
qualified in all respects by such reference. For further information,
you should refer to the registration statement. You can obtain the
full registration statement from the SEC or from us or RBSG.
The SEC
allows us to “incorporate by reference” the information that RBSG files with the
SEC. This permits us to disclose important information to you by
referring to these filed documents. Any information referred to in
this way is considered part of this prospectus, and any information that RBSG
files with the SEC after the date of this prospectus will automatically be
deemed to update and supersede this information.
We
incorporate by reference (i) RBSG’s Annual Report on Form 20-F for the fiscal
year ended December 31, 2008 filed with the SEC on April 29, 2009,
as restated by RBSG's report on Form 6-K filed with the SEC on September
30, 2009; (ii) RBSG’s report on Form 6-K furnished with the SEC on August 7,
2009 noting a change of director; (iii) RBSG’s report on Form 6-K furnished with
the SEC on August 12, 2009; and (iv) RBSG’s interim report on Form 6-K including
Pro Forma Financial Information filed with the SEC on September 30,
2009. We also incorporate by reference all subsequent Annual Reports
of RBSG filed on Form 20-F and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and certain Reports on
Form 6-K, if they state that they are incorporated by reference into this
prospectus, that RBSG furnishes to the SEC after the date of this prospectus and
until we or any underwriters sell all of the securities.
Upon
written or oral request, we will provide free of charge a copy of any or all of
the documents that we incorporate by reference into this prospectus, other than
exhibits which are not specifically incorporated by reference into this
prospectus. To obtain copies you should contact us at Citizens
Financial Group, Inc., 600 Washington Boulevard, Stamford, Connecticut, 06901
U.S.A; Attention: John Fawcett, telephone (203) 897 5087.
Certain
statements included in this prospectus are forward-looking
statements. We may make forward-looking statements in other documents
filed with the SEC that are incorporated by reference into this
prospectus. Forward-looking statements can be identified by the use
of forward-looking terminology such as words “expect,” “estimate,” “project,”
“anticipate,” “believes,” “should,” “could,” ‘intend,” “plan,” “probability,”
“risk,” “target,” “goal,” “objective,” “may,” “endeavor,” “outlook,”
“optimistic,” “prospects” or by the use of similar expressions or variations on
such expressions, or by the discussion of strategy or
objectives. Forward-looking statements are based on current plans,
estimates and projections, and are subject to inherent risks, uncertainties and
other factors which could cause actual results to differ materially from the
future results expressed or implied by such forward-looking
statements.
In
particular, this prospectus and certain documents incorporated by reference into
this prospectus include forward-looking statements relating, but not limited, to
possible future write-downs and our capital planning projections, our potential
exposures to various types of market risks, such as interest rate risk, foreign
exchange rate risk, liquidity risk, credit risk and commodity and equity price
risk. Such statements are subject to risks and
uncertainties. For example, certain of the market risk disclosures
are dependent on choices about key model characteristics, assumptions and
estimates, and are subject to various limitations. By their nature,
certain of the market risk disclosures are only estimates and, as a result,
actual future gains and losses could differ materially from those that have been
estimated.
Other
factors could also adversely affect our results or the accuracy of
forward-looking statements in this prospectus, and you should not consider the
factors discussed here or in RBSG’s Form 20-F filed on April 29, 2009,
incorporated by reference herein, to be a complete set of all potential risks or
uncertainties. We have economic, financial market, credit, legal and
other specialists who monitor economic and market conditions and government
policies and actions. However, because it is difficult to predict
with accuracy any changes in economic or market conditions or in governmental
policies and actions, it is difficult for us to anticipate the effects that such
changes could have on our financial performance and business
operations.
The
forward-looking statements made in this prospectus speak only as of the date of
this prospectus. We do not intend to publicly update or revise these
forward-looking statements to reflect events or circumstances after the date of
this prospectus, and we do not assume any responsibility to do
so. You should, however, consult any further disclosures of a
forward-looking nature we made in other documents filed with the SEC that are
incorporated by reference into this prospectus. This discussion is
provided as permitted by the Private Securities Litigation Reform Act of
1995.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
8. Indemnification
of Directors and Officers
Except as
hereinafter set forth, there is no provision of the Memorandum and Articles of
Association of The Royal Bank of Scotland Group plc (the “Company”) or any
contract, arrangement or statute under which any director or officer of the
Company is insured or indemnified in any manner against any liability that he
may incur in his capacity as such.
Deed
of Indemnity
The
Company has entered into Deeds of Indemnity with the directors and officers of
the Company and its wholly-owned subsidiaries (referred to herein as the “Royal
Bank Group”) that, subject to certain conditions precedent, in consideration of
such director or officer continuing in or accepting office as a (i) director of
officer of (a) any company within the Royal Bank Group or (b) a company in which
a member of the Royal Bank Group is to invest or has invested in less than 50%
of the issued share capital of such company (an “Investee Company”), or (ii) an
authorized or approved person (or equivalent) under the rule of any regulatory
body, the Company will indemnify the director or officer, his estate and his
personal representatives from all costs, charges, losses, expenses and
liabilities incurred by him in the actual or purported execution and/or
discharge of his duties and/or the exercise or purported exercise of his powers
and/or otherwise in relation to or in connection with his duties, powers or
office including any liability incurred by him as an authorized or approved
person (or equivalent) (but only to the extent that such position is held in
pursuance of the business of the Royal Bank Group) or in defending any
proceedings, civil or criminal, which relate to anything done or omitted or
alleged to have been done or omitted by him as an officer or employee of any
company within the Royal Bank Group (or of an Investee Company) and in which
decree or judgment is given in his favor (or the proceedings are otherwise
disposed of without any finding or admission of any material breach of duty on
his part) or in which he is acquitted or in connection with any application for
relief from liability in respect of any such act or omission in which relief is
granted to him by the Court.
Article
169 of the Company’s Articles of Association provides:
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“(A)
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Subject
to the provisions of the 2006 Act, but without prejudice to any indemnity
to which the person concerned may otherwise be entitled, every Director or
other officer of the Company (including, but only if the Directors so
determine, any person (whether an officer or not) engaged by the Company
as auditor) shall be entitled to be indemnified out of the assets of the
Company against (a) any liability incurred by him for negligence, default,
breach of duty or breach of trust in relation to the affairs of the
Company, (b) any liability incurred by him in connection with the
Company’s activities as a trustee of an occupational pension scheme (as
defined in section 235(6) of the 2006 Act), or (c) any other liability
incurred by him in relation to the Company or its affairs, provided that
this Article 169(A) shall be deemed not to provide for, or entitle any
such person to, indemnification to the extent that it would cause this
Article 169(A), or any element of it, to be treated as void under the 2006
Act or otherwise under the Statutes.
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| |
|
|
| |
(B)
|
Without
prejudice to paragraph (A) above or to any indemnity to which a Director
may otherwise be entitled, to the extent permitted by the Statutes and
otherwise upon such terms and subject to such conditions as the Directors
may in their absolute discretion think fit, the Directors shall have power
to make arrangements to provide a Director with funds to meet expenditure
incurred or to be incurred by him:
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|
|
| |
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(i)
|
in
defending any criminal or civil proceedings or in connection with any
alleged negligence, default, breach of duty or breach of trust by him in
relation to the Company or any associated
company;
|
| |
|
(ii)
|
in
defending himself in an investigation by a regulatory authority, or
against action proposed to be taken by a regulatory authority, in
connection with any such alleged negligence, default, breach of duty or
breach of trust as foresaid; or
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(iii)
|
in
connection with any application referred to in section 205(5) of the 2006
Act,
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|
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or
to enable a Director to avoid incurring such
expenditure.
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(C)
|
In
paragraph (A) above, “liability” includes costs, charges, losses and
expenses. For the purposes of paragraph (B) above, “associated
company” shall be construed in accordance with Section 256 of the 2006
Act.”
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| |
Section
232 of the Companies Act 2006 provides:
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|
|
| |
“(1)
|
Any
provision that purports to exempt a director of a company (to any extent)
from any liability that would otherwise attach to him in connection with
any negligence, default, breach of duty or breach of trust in relation to
the company is void.
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|
|
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(2)
|
Any
provision by which a company directly or indirectly provides an indemnity
(to any extent) for a director of the company, or of an associated
company, against any liability attaching to him in connection with any
negligence, default, breach of duty or breach of trust in relation to the
company of which he is a director is void, except as permitted
by—
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|
|
| |
|
(a)
|
section
233 (provision of insurance),
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|
|
|
| |
|
(b)
|
section
234 (qualifying third party indemnity provision), or
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| |
|
|
|
| |
|
(c)
|
section
235 (qualifying pension scheme indemnity provision).
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|
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(3)
|
This
section applies to any provision, whether contained in a company’s
articles or in any contract with the company or
otherwise.
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| |
|
|
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(4)
|
Nothing
in this section prevents a company’s articles from making such provision
as has previously been lawful for dealing with conflicts of
interest.”
|
| |
|
| |
Section
233 of the Companies Act 2006 provides:
|
| |
|
| |
“Section
232(2)(voidness of provisions for indemnifying directors) does not prevent
a company from purchasing and maintaining for a director of the company,
or of an associated company, insurance against any such liability as is
mentioned in that subsection.”
|
| |
|
| |
Section
234 of the Companies Act 2006 provides:
|
| |
|
|
| |
“(1)
|
Section
232(2)(voidness of provisions for indemnifying directors) does not apply
to qualifying third party indemnity provision.
|
| |
|
|
| |
(2)
|
Third
party indemnity provision means provision for indemnity against liability
incurred by the director to a person other than the company or an
associated company.
|
| |
|
|
| |
|
Such
provision is qualifying third party indemnity provision if the following
requirements are met.
|
| |
|
|
| |
(3)
|
The
provision must not provide any indemnity against—
|
| |
|
|
|
| |
|
(a)
|
any
liability of the director to pay—
|
| |
|
|
|
|
| |
|
|
(i)
|
a
fine imposed in criminal proceedings, or
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|
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|
|
| |
|
|
(ii)
|
a
sum payable to a regulatory authority by way of a penalty in respect of
non-compliance with any requirement of a regulatory nature (however
arising); or
|
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|
|
|
| |
|
(b)
|
any
liability incurred by the director—
|
| |
|
|
|
|
| |
|
|
(i)
|
in
defending criminal proceedings in which he is convicted,
or
|
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|
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|
| |
|
|
(ii)
|
in
defending civil proceedings brought by the company, or an associated
company, in which judgment is given against him, or
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|
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| |
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|
(iii)
|
in
connection with an application for relief (see subsection (6)) in which
the court refuses to grant him relief.
|
| |
|
|
| |
(4)
|
The
references in subsection (3)(b) to a conviction, judgment or refusal of
relief are to the final decision in the proceedings.
|
| |
|
|
| |
(5)
|
For
this purpose—
|
| |
|
|
|
| |
|
(a)
|
a
conviction, judgment or refusal of relief becomes
final—
|
| |
|
|
|
|
| |
|
|
(i)
|
if
not appealed against, at the end of the period for bringing an appeal,
or
|
| |
|
|
|
|
| |
|
|
(ii)
|
if
appealed against, at the time when the appeal (or any further appeal) is
disposed of; and
|
| |
|
|
|
| |
|
(b)
|
an
appeal is disposed of—
|
| |
|
|
|
|
| |
|
|
(i)
|
if
it is determined and the period for bringing any further appeal has ended,
or
|
| |
|
|
|
|
| |
|
|
(ii)
|
if
it is abandoned or otherwise ceases to have effect.
|
| |
|
|
| |
(6)
|
The
reference in subsection (3)(b)(iii) to an application for relief is to an
application for relief under—
|
| |
|
|
| |
|
section
661(3) or (4)(power of court to grant relief in case of acquisition of
shares by innocent nominee), or
|
| |
|
|
| |
|
section
1157 (general power of court to grant relief in case of honest and
reasonable conduct).”
|
| |
|
| |
Section
235 of the Companies Act 2006 provides:
|
| |
|
|
| |
“(1)
|
Section
232(2)(voidness of provisions for indemnifying directors) does not apply
to qualifying pension scheme indemnity provision.
|
| |
|
|
| |
(2)
|
Pension
scheme indemnity provision means provision indemnifying a director of a
company that is a trustee of an occupational pension scheme against
liability incurred in connection with the company’s activities as trustee
of the scheme.
|
| |
|
|
| |
|
Such
provision is qualifying pension scheme indemnity provision if the
following requirements are met.
|
| |
|
|
| |
(3)
|
The
provision must not provide any indemnity against—
|
| |
|
|
|
| |
|
(a)
|
any
liability of the director to pay—
|
| |
|
|
|
|
| |
|
|
(i)
|
a
fine imposed in criminal proceedings, or
|
| |
|
|
|
|
| |
|
|
(ii)
|
a
sum payable to a regulatory authority by way of a penalty in respect of
non-compliance with any requirement of a regulatory nature (however
arising); or
|
| |
|
|
| |
(b)
|
any
liability incurred by the director in defending criminal proceedings in
which he is convicted.
|
| |
(4)
|
The
reference in subsection (3)(b) to a conviction is to the final decision in
the proceedings.
|
| |
|
|
| |
(5)
|
For
this purpose—
|
| |
|
|
|
| |
|
(a)
|
a
conviction becomes final—
|
| |
|
|
|
|
| |
|
|
(i)
|
if
not appealed against, at the end of the period for bringing an appeal,
or
|
| |
|
|
|
|
| |
|
|
(ii)
|
if
appealed against, at the time when the appeal (or any further appeal) is
disposed of; and
|
| |
|
|
|
| |
|
(b)
|
an
appeal is disposed of—
|
| |
|
|
|
|
| |
|
|
(i)
|
if
it is determined and the period for bringing any further appeal has ended,
or
|
| |
|
|
|
|
| |
|
|
(ii)
|
if
it is abandoned or otherwise ceases to have effect.
|
| |
|
|
| |
(6)
|
In
this section “occupational pension scheme” means an occupational pension
scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that
is established under a trust.”
|
| |
|
| |
Section
1157 of the Companies Act 2006 provides:
|
| |
|
|
| |
“(1)
|
If
in proceedings for negligence, default, breach of duty or breach of trust
against—
|
| |
|
|
|
| |
|
(a)
|
an
officer of a company, or
|
| |
|
|
|
| |
|
(b)
|
a
person employed by a company as auditor (whether he is or is not an
officer of the company),
|
| |
|
|
|
|
| |
|
it
appears to the court hearing the case that the officer or person is or may
be liable but that he acted honestly and reasonably, and that having
regard to all the circumstances of the case (including those connected
with his appointment) he ought fairly to be excused, the court may relieve
him, either wholly or in part, from his liability on such terms as it
thinks fit.
|
| |
|
|
| |
(2)
|
If
any such officer or person has reason to apprehend that a claim will or
might be made against him in respect of negligence, default, breach of
duty or breach of trust—
|
| |
|
|
|
| |
|
(a)
|
he
may apply to the court for relief, and
|
| |
|
|
|
| |
|
(b)
|
the
court has the same power to relieve him as it would have had if it had
been a court before which proceedings against him for negligence, default,
breach of duty or breach of trust had been brought.
|
| |
|
|
| |
(3)
|
Where
a case to which subsection (1) applies is being tried by a judge with a
jury, the judge, after hearing the evidence, may, if he is satisfied that
the defendant (in Scotland, the defender) ought in pursuance of that
subsection to be relieved either in whole or in part from the liability
sought to be enforced against him, withdraw the case from the jury and
forthwith direct judgment to be entered for the defendant (in Scotland,
grant decree of absolvitor) on such terms as to costs (in Scotland,
expenses) or otherwise as the judge may think
proper.”
|
Any
underwriters of securities registered on this registration statement will each
agree, severally, to indemnify the Company’s directors, the Company’s officers
who sign the registration statement and the Company’s authorized representative
in the United States from and against certain civil liabilities based on
information relating to such underwriter furnished in writing by such
underwriter expressly for use herein.
The
Company will agree to indemnify the Company’s authorized representative in the
United States from and against certain directors’ and officers’
liabilities.
In
addition, the Company has obtained directors’ and officers’ insurance coverage,
which, subject to policy terms and limitations, includes coverage to reimburse
the Company for amounts that it may be required or permitted by law to pay
directors or officers of the Company and its consolidated
subsidiaries.
Item
9.
Exhibits
Reference
is made to the Exhibit Index included herewith which is incorporated herein by
reference.
Item
10.
Undertakings
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration statement;
and
(iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs
(1)(i) and (1)(ii) above shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in this
registration statement or is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of this registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) To
file a post-effective amendment to the registration statement to include any
financial statements required by Item 8.A. of Form 20-F, or to incorporate such
financial statements by reference to a report filed pursuant to the Exchange
Act, at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by
Section 10(a)(3) of the Act need not be furnished, provided, that the registrant
includes in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (4) and other information
necessary to ensure that all other information in the prospectus is at least as
current as the date of those financial statements.
(5)
That, for the purpose of determining liability under the Securities Act to any
purchaser:
(A) Each
prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as
part of this registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness
or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of
the issuer and any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration statement relating to
the securities in the registration statement to which the prospectus relates,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no statement made in
this registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective
date.
(6) That,
for the purpose of determining liability of a registrant under the Securities
Act to any purchaser in the initial distribution of the securities, the
undersigned undertakes that in a primary offering of securities of the
undersigned pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) the
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to
Section l5(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by a final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act, as amended, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this registration statement on Form
F-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in
Stamford, Connecticut, on the 30th day of September, 2009.
|
THE
ROYAL BANK OF SCOTLAND GROUP plc
|
|
| |
|
| |
|
|
By:
|
/s/
Stephen Hester
|
|
|
|
Name:
|
Stephen
Hester
|
|
|
|
Title:
|
Group
Chief Executive
|
|
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Miller Roy McLean, Aileen Norma Taylor, Angela Claire
McEntee and Janis Cargill and each of them (with full power to each of them to
act alone) his true and lawful attorney-in-fact and agent, with full power of
substitution, and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement or any registration statement in
connection herewith that is to be effective upon filing pursuant to Rule 462(b)
of the Securities Act, as amended, and to file the same with all exhibits
thereto and other documents in connection therewith with the Securities and
Exchange Commission granting unto said attorneys-in-fact and agents and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
|
Signature
|
Title
|
Date
|
| |
|
|
|
/s/ Philip
Hampton
|
|
|
|
Sir
Philip Hampton
|
(Chairman)
|
September
30, 2009
|
| |
|
|
|
/s/
Stephen Hester
|
|
|
|
Stephen
Hester
|
(Director
and Group Chief Executive)
|
September
30, 2009
|
| |
|
|
|
/s/
Gordon Pell
|
|
|
|
Gordon
Pell
|
(Deputy
Chief Executive)
|
September
30, 2009
|
| |
|
|
|
/s/
Guy Whittaker
|
|
|
|
Guy
Whittaker
|
(Group
Finance Director)
|
September
30, 2009
|
| |
|
|
|
/s/
Colin Buchan
|
|
|
|
Colin
Buchan
|
(Director)
|
September
30, 2009
|
| |
|
|
|
/s/
Archie Hunter
|
|
|
|
Archie
Hunter
|
(Director)
|
September
30, 2009
|
| |
|
|
|
/s/
Joe MacHale
|
|
|
|
Joe
MacHale
|
(Director)
|
September
30, 2009
|
|
Signature
|
Title
|
Date
|
| |
|
|
|
/s/
John McFarlane
|
|
|
|
John
McFarlane
|
(Director)
|
September
30, 2009
|
| |
|
|
|
/s/
Arthur Ryan
|
|
|
|
Arthur
“Art” Ryan
|
(Director)
|
September
30, 2009
|
| |
|
|
|
/s/
Sandy Crombie
|
|
|
|
Sir
Sandy Crombie
|
(Director)
|
September
30, 2009
|
| |
|
|
|
/s/
John Fawcett
|
|
|
|
John
Fawcett
|
Authorized
U.S. Representative
|
September
30, 2009
|
SIGNATURES
Pursuant
to the requirements of the Securities Act, as amended, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this registration statement on Form
F-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in
Stamford, Connecticut, on the 30th day of September, 2009.
|
THE
ROYAL BANK OF SCOTLAND plc
|
|
| |
|
| |
|
|
By:
|
/s/
Stephen Hester
|
|
|
|
Name:
|
Stephen
Hester
|
|
|
|
Title:
|
Group
Chief Executive
|
|
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Miller Roy McLean, Aileen Norma Taylor, Angela Claire
McEntee and Janis Cargill and each of them (with full power to each of them to
act alone) his true and lawful attorney-in-fact and agent, with full power of
substitution, and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement or any registration statement in
connection herewith that is to be effective upon filing pursuant to Rule 462(b)
of the Securities Act, as amended, and to file the same with all exhibits
thereto and other documents in connection therewith with the Securities and
Exchange Commission granting unto said attorneys-in-fact and agents and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
|
Signature
|
Title
|
Date
|
| |
|
|
|
/s/ Philip
Hampton
|
|
|
|
Sir
Philip Hampton
|
(Chairman)
|
September
30, 2009
|
| |
|
|
|
/s/
Stephen Hester
|
|
|
|
Stephen
Hester
|
(Director
and Group Chief Executive)
|
September
30, 2009
|
| |
|
|
|
/s/
Gordon Pell
|
|
|
|
Gordon
Pell
|
(Deputy
Chief Executive)
|
September
30, 2009
|
| |
|
|
|
/s/
Guy Whittaker
|
|
|
|
Guy
Whittaker
|
(Group
Finance Director)
|
September
30, 2009
|
| |
|
|
|
/s/
Colin Buchan
|
|
|
|
Colin
Buchan
|
(Director)
|
September
30, 2009
|
| |
|
|
|
/s/
Archie Hunter
|
|
|
|
Archie
Hunter
|
(Director)
|
September
30, 2009
|
| |
|
|
|
/s/
Joseph P. MacHale
|
|
|
|
Joe
MacHale
|
(Director)
|
September
30, 2009
|
|
Signature
|
Title
|
Date
|
| |
|
|
|
/s/
John McFarlane
|
|
|
|
John
McFarlane
|
(Director)
|
September
30, 2009
|
| |
|
|
|
/s/
Arthur Ryan
|
|
|
|
Arthur
“Art” Ryan
|
(Director)
|
September
30, 2009
|
| |
|
|
|
/s/ Sandy
Crombie
|
|
|
|
Sir
Sandy Crombie
|
(Director)
|
September
30, 2009
|
| |
|
|
|
/s/
John Fawcett
|
|
|
|
John
Fawcett
|
Authorized
U.S. Representative
|
September
30, 2009
|
EXHIBIT
INDEX
|
Number
|
Description
|
|
1.1
|
Form
of Underwriting Agreement for the capital securities/subordinated
securities of The Royal Bank of Scotland Group plc.
|
|
1.2
|
Form
of Underwriting Agreement for the dollar preference shares of The Royal
Bank of Scotland Group plc.
|
|
1.3
|
Form
of Underwriting Agreement for the senior debt securities of The Royal Bank
of Scotland plc.
|
|
1.4
|
Form
of Underwriting Agreement for senior debt securities of The Royal Bank of
Scotland Group plc.
|
|
4.1
|
Form
of Senior Debt Indenture between The Royal Bank of Scotland plc, as
Issuer, The Royal Bank of Scotland Group plc, as Guarantor, and The Bank
of New York Mellon, as Trustee.
|
|
4.2
|
Form
of Subordinated Debt Indenture between The Royal Bank of Scotland Group
plc and The Bank of New York Mellon, as Trustee.
|
|
4.3
|
Form
of Capital Securities Indenture between The Royal Bank of Scotland Group
plc and The Bank of New York Mellon, as Trustee.
|
|
4.4
|
Form
of Senior Debt Indenture between The Royal Bank of Scotland Group plc and
The Bank of New York Mellon, as Trustee.
|
|
4.5*
|
Memorandum
and Articles of Association of The Royal Bank of Scotland Group plc, as
amended (filed as Exhibit 1.1 to the Annual Report filed on Form 20-F for
the year ended December 31, 2008, No. 001-10306).
|
|
4.6*
|
Amended
and Restated Deposit Agreement among the Company, The Bank of New York
Mellon and all holders from time to time of American Depositary Receipts
issued thereunder, including the Form of the American Depositary Receipt
(previously filed in preliminary form as an Exhibit to the Registration
Statement on Form F-6 filed on July 20, 2007, Registration No.
333-144756).
|
|
5.1
|
Opinion
of Dundas & Wilson CS LLP, Scottish solicitors to the Company, as to
the legality of the Non-Cumulative Dollar Preference Shares and the
subordination provisions of the capital securities and the subordinated
debt securities.
|
|
5.2
|
Opinion
of Davis Polk & Wardwell LLP, US counsel to the Company, as to the
validity of the capital securities and the subordinated debt
securities.
|
|
23.1
|
Consent
of Dundas & Wilson CS LLP (included in Exhibit 5.1
above).
|
|
23.2
|
Consent
of Davis Polk & Wardwell LLP (included in Exhibit 5.2
above).
|
|
23.3
|
Consent
of Deloitte LLP.
|
|
24
|
Powers
of Attorney (included on signature page to the registration
statement).
|
|
25.1
|
Statement
of Eligibility for the form of Senior Debt Indenture among The Royal
Bank of Scotland plc, as Issuer, The Royal Bank of Scotland Group plc, as
Guarantor and The Bank of New York Mellon, as Indenture Trustee (this Form
T-1 would have securities descriptions of “Senior Debt Securities and
Guarantees of Senior Debt Securities”).
|
|
25.2
|
Statement
of Eligibility for the form of Subordinated Debt Indenture between The
Royal Bank of Scotland Group plc, as Issuer and The Bank of New York
Mellon, as Indenture Trustee (this Form T-1 would have a securities
description of “Subordinated Debt Securities”).
|
|
25.3
|
Statement
of Eligibility for the form of Capital Securities Indenture between The
Royal Bank of Scotland Group plc, as Issuer and The Bank of New York
Mellon, as Indenture Trustee (this Form T-1 would have a securities
description of “Capital Securities”).
|
|
25.4
|
Statement
of Eligibility for the form of Senior Debt Indenture between The Royal
Bank of Scotland Group plc, as Issuer and The Bank of New York Mellon, as
Indenture Trustee (this Form T-1 would have a securities description of
“Senior Debt Securities”).
|
* Incorporated
by reference.
Exh-1