EX-99.(A)(5)(C) 2 a10-9477_2ex99da5c.htm EX-99.(A)(5)(C)

Exhibit 99.(a)(5)(C)

 

Press Release

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN JAPAN, AUSTRALIA OR THE REPUBLIC OF ITALY

(SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW)

 

May 6, 2010

 

THE ROYAL BANK OF SCOTLAND GROUP PLC AND NATIONAL WESTMINSTER BANK PUBLIC LIMITED COMPANY ANNOUNCE FINAL RESULTS OF THEIR TENDER OFFER

 

Further to the announcement on May 4, 2010, The Royal Bank of Scotland Group plc (“RBSG”) and National Westminster Bank Public Limited Company (“NatWest” and, together with RBSG, the “Offerors”) announced today the final results of their tender offer (the “Tender Offer”) for the outstanding securities of each series listed in the table at the end of this press release (collectively, the “Securities”) issued by RBSG, NatWest and certain of their affiliates. The Tender Offer expired at 12:00 midnight, New York City time, on May 3, 2010 (which was the end of the day of May 3, 2010) (the “Expiration Time”).  Settlement of the Tender Offer will occur today.

 

Capitalized terms not otherwise defined in this press release have the same meaning assigned to them in the Offer to Purchase dated April 6, 2010, as amended and supplemented from time to time (the “Offer to Purchase”) relating to the Tender Offer.

 

Final Results of the Tender Offer

 

An aggregate face amount of $3,904,266,527.60 of the outstanding Securities was validly tendered and not validly withdrawn. The table at the end of this release sets forth in detail the amount of Securities of each series validly tendered as of the Expiration Time. Securities that were not successfully tendered for purchase pursuant to the Tender Offer at or prior to the Expiration Time will remain outstanding following the Tender Offer.

 

RBSG and NatWest will today accept for purchase validly tendered Securities in an aggregate face amount of $3,199,976,525. The last series of Securities at which at least some, if not all, Securities will be accepted in the Tender Offer without exceeding the Aggregate Offer Limit is the series at Acceptance Priority Level 14. RBSG will accept a portion of the validly tendered Securities in such series on a pro rata basis, since the acceptance of all tendered Securities of such series would cause the Aggregate Offer Limit to be exceeded by more than $150,000,000. For the series of Securities with Acceptance Priority Level 14, an aggregate face amount of $175,407,000 was validly tendered, and after applying a proration factor 2.4967504% in accordance with the Aggregate Offer Limit and required rounding, an aggregate face amount of $4,356,000 will be accepted for purchase. For the series of Securities with Acceptance Priority Level 8, an aggregate face amount of $487,090,000 was validly tendered but, as provided for in the Offer to Purchase, since such amount is not divisible by $100,000, $90,000 was not accepted for purchase as determined by lot, resulting in an aggregate face amount of $487,000,000 being accepted.

 

On the date hereof, the Tender Agent will arrange for all purchased Securities to be transferred to or to the order of the relevant Offeror (in the case of the RBSG ADSs and NatWest Series C ADSs, having first been transferred on trust to the Preference Share Trustee), and the Offerors will deliver to the Tender Agent for delivery to tendering holders the amount of cash necessary to pay to each holder of Securities an amount equal to the sum of the applicable Tender Offer Consideration plus, in each case, Accrued Distributions. This will result in an aggregate purchase price for the tendered Securities of $1,910,427,352.37.

 

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The table below sets out (i) the aggregate face amount of each series of Securities that has been accepted for purchase, (ii) the aggregate face amount of each series of Securities outstanding following the Tender Offer, (iii) the Tender Offer Consideration to be paid for each series of Securities and (iv) the Accrued Distributions to be paid for each series of Securities:

 

Securities
Code

 

Acceptance
Priority
Level

 

Offeror

 

Title of Securities

 

Face
Amount
per
Security

 

Aggregate Face
Amount
Accepted for
Purchase

 

Aggregate Face
Amount
Outstanding
Following the
Tender Offer(1)

 

Tender Offer
Consideration(2)
per Security or as
a percentage of
Face Amount
Accepted

 

Accrued
Distributions
per Face
Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ISIN: US7800977479
CUSIP: 780097747

 

1

 

RBSG

 

ADSs, Series R, representing 6.125% Non-cumulative Dollar Preference Shares, Series R, issued by RBSG on December 27, 2006

 

$25

 

$395,901,700.00

 

$254,098,300.00

 

$14.00 per Security

 

$0.153125

 

ISIN: US7800977628
CUSIP: 780097762

 

2

 

RBSG

 

ADSs, Series P, representing 6.250% Non-cumulative Dollar Preference Shares, Series P, issued by RBSG on November 9, 2005

 

$25

 

$302,917,325.00

 

$247,082,675.00

 

$14.00 per Security

 

$0.156250

 

ISIN: US7800977966
CUSIP: 780097796

 

3

 

RBSG

 

ADSs, Series M, representing 6.400% Non-cumulative Dollar Preference Shares, Series M, issued by RBSG on August 26, 2004

 

$25

 

$346,853,275.00

 

$578,146,725.00

 

$14.00 per Security

 

$0.160000

 

ISIN: US7800977701
CUSIP: 780097770

 

4

 

RBSG

 

ADSs, Series N, representing 6.350% Non-cumulative Dollar Preference Shares, Series N, issued by RBSG on May 19, 2005

 

$25

 

$447,171,000.00

 

$552,829,000.00

 

$14.00 per Security

 

$0.158750

 

ISIN: US7800977396
CUSIP: 780097739

 

5

 

RBSG

 

ADSs, Series S, representing 6.600% Non-cumulative Dollar Preference Shares, Series S, issued by RBSG on June 28, 2007

 

$25

 

$288,774,000.00

 

$661,226,000.00

 

$14.00 per Security

 

$0.165000

 

ISIN: US7800977545
CUSIP: 780097754

 

6

 

RBSG

 

ADSs, Series Q, representing 6.750% Non-cumulative Dollar Preference Shares, Series Q, issued by RBSG on May 25, 2006

 

$25

 

$158,826,550.00

 

$516,173,450.00

 

$14.00 per Security

 

$0.168750

 

ISIN: US7800977131
CUSIP: 780097713

 

7

 

RBSG

 

ADSs, Series T, representing 7.250% Non-cumulative Dollar Preference Shares, Series T, issued by RBSG on September 27, 2007

 

$25

 

$318,854,025.00

 

$1,281,145,975.00

 

$14.75 per Security

 

$0.181250

 

ISIN: US780097AU54
CUSIP: 780097AU5

 

8

 

RBSG

 

ADSs, Series U, representing 7.640% Non-cumulative Dollar Preference Shares, Series U, issued by RBSG on October 4, 2007

 

$100,000

 

$487,000,000.00

 

$1,013,000,000.00

 

66% per face amount

 

$764.000000

 

ISIN: US7800977883
CUSIP: 780097788

 

9

 

RBSG

 

ADSs, Series L, representing 5.750% Series L Category II Non-cumulative Dollar Preference Shares, issued by RBSG on June 23, 2003

 

$25

 

$99,303,075.00

 

$750,696,925.00

 

$16.25 per Security

 

$0.143750

 

ISIN: US7800978790
CUSIP: 780097879

 

10

 

RBSG

 

ADSs, Series H, representing 7.250% Non-cumulative Dollar Preference Shares, Series H, issued by RBSG on February 8, 1999

 

$25

 

$57,808,650.00

 

$242,191,350.00

 

$19.25 per Security

 

$0.181250

 

ISIN: US7800978048
CUSIP: 780097804

 

11

 

RBSG

 

ADSs, Series F, representing 7.650% Non-cumulative Dollar Preference Shares, Series F, issued by RBSG on March 26, 1997

 

$25

 

$43,614,800.00

 

$156,385,200.00

 

$20.00 per Security

 

$0.191250

 

ISIN: US6385398820
CUSIP: 638539882

 

12

 

NatWest

 

ADSs, Series C, representing 7.760% Non-cumulative Dollar Preference Shares, Series C, issued by NatWest on April 8, 1997

 

$25

 

$54,270,125.00

 

$245,729,875.00

 

$21.25 per Security

 

$0.107820

 

 

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Securities
Code

 

Acceptance
Priority
Level

 

Offeror

 

Title of Securities

 

Face
Amount
per
Security

 

Aggregate Face
Amount
Accepted for
Purchase

 

Aggregate Face
Amount
Outstanding
Following the
Tender Offer(1)

 

Tender Offer
Consideration(2)
per Security or as
a percentage of
Face Amount
Accepted

 

Accrued
Distributions
per Face
Amount

 

ISIN: US74927FAA93
CUSIP: 74927FAA9

 

13

 

RBSG

 

Floating Rate Non-cumulative Trust Preferred Securities issued by RBS Capital Trust IV on August 24, 2004 and September 27, 2004

 

$1,000

 

$194,326,000.00

 

$275,875,000.00

 

52% per face amount

 

$1.090130

 

ISIN: US749274AA41
CUSIP: 749274AA4

 

14

 

RBSG

 

4.709% Non-cumulative Trust Preferred Securities issued by RBS Capital Trust I on May 21, 2003

 

$1,000

 

$4,356,000.00

 

$317,570,000.00

 

66% per face amount

 

$16.481500

 

ISIN: US74927QAA58
CUSIP: 74927QAA5

 

15

 

RBSG

 

5.512% Non-cumulative Trust Preferred Securities issued by RBS Capital Trust III on August 24, 2004

 

$1,000

 

$0.00

 

$356,527,000.00

 

66% per face amount

 

$0.00

 

ISIN: US74927PAA75
CUSIP: 74927PAA7

 

16

 

RBSG

 

6.425% Non-cumulative Trust Preferred Securities issued by RBS Capital Trust II on December 10, 2003

 

$1,000

 

$0.00

 

$393,573,000.00

 

67% per face amount

 

$0.00

 

ISIN: US780097AS09
CUSIP: 780097AS0
and
ISIN: XS0323865047
CUSIP: 032386504

 

17

 

RBSG

 

6.990% Fixed Rate/Floating Rate Preferred Capital Securities issued by RBSG on October 4, 2007

 

$100,000

 

$0.00

 

$563,705,000.00

 

74% per face amount

 

$0.00

 

ISIN: US780097AH44
CUSIP: 780097AH4

 

18

 

RBSG

 

7.648% Perpetual Regulatory tier One securities, Series 1 issued by RBSG on August 20, 2001

 

$1,000

 

$0.00

 

$761,746,000.00

 

86% per face amount

 

$0.00

 

 

(1)                      Excludes the aggregate face amount of such Securities held by RBSG and/or its subsidiaries following the Tender Offer.

(2)                      The Tender Offer Consideration does not include Accrued Distributions which will be paid by the Offerors in addition to the Tender Offer Consideration.

 

General Information Regarding the Tender Offer

 

RBS Securities Inc. acted as Global Arranger, Joint Lead Dealer Manager and Advisor, Banc of America Securities LLC acted as Lead Dealer Manager and Advisor, Morgan Stanley & Co. Incorporated acted as Lead Dealer Manager, and J.P. Morgan Securities Inc. and HSBC Securities (USA) Inc. acted as Dealer Managers. D.F. King & Co., Inc. served as information agent and BNY Mellon Shareowner Services served as tender agent.

 

About RBSG and NatWest

 

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

 

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Offer and Distribution Restrictions

 

General

 

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

 

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

 

Italy

 

The Tender Offer was not made, directly or indirectly, in the Republic of Italy. The Tender Offer, this press release, the Offer to Purchase and any other documents or materials relating to the Offer have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, neither the Offer to Purchase, this press release nor any other offering material relating to the Tender Offer or the Securities was or may be distributed or made available in the Republic of Italy.

 

United Kingdom

 

The communication of (i) this press release, (ii) the Offer to Purchase, and any other documents or materials relating to the Tender Offer have not been and will not be made, and such documents and/or materials have not been and will not be approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, the documents and/or materials referred to in (ii) were not distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the documents and/or materials referred to in (i) and (ii) as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) (and any persons who do not have professional experience in matters relating to investments should not rely on such documents and/or materials) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made in accordance with the Financial Promotion Order.

 

Other

 

The Tender Offer is subject to further distribution restrictions as more fully set out in the Offer to Purchase.

 

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