• Abstract and Figures
• Public Full-text

UNITED STATES DISTRICT COURT 1T't SOUTHERN DISTRICT OF NEW YORK 09 15 P111148 U.S. WS I ftiC 1 COUR T S P. N• y IN RE ROYAL BANK OF SCOTLAND GROUP 09 Civ. 300 (DAB) .' PLC SECURITIES LITIGATION CONSOLIDATED COMPLAINT TABLE OF CONTENTS Page I. NATURE OF THE ACTION 1 II. OVERVIEW OF THE SEPARATE CLAIMS 8 A. Ordinary Share Exchange Act Claims 8 B. Preferred Share Securities Act Claims 8 C. Exchange Offer Securities Act Claims 9 D. Rights Issue Securities Act Claims 9 III. JURISDICTION AND VENUE 9 A. Jurisdiction Over Ordinary Share Claims 9 B. Jurisdiction Over Preferred Share Claims 12 C. Venue 12 IV. THE PARTIES 12 A. Lead Plaintiffs 12 1. Massachusetts Pension Reserves Investment Management Board 13 2. Public Employees’ Retirement System of Mississippi 13 3. The Freeman Group 13 B. Defendants 14 1. Defendant RBS 14 2. The Individual Defendants—All Claims 16 3. Individual Defendants—Exchange Offer and Preferred Share Offerings 19 4. Individual Defendants—Exchange Offer Only 21 5. Preferred Share Offerings Underwriter Defendants 21 6. Rights Issue Underwriter Defendants 24 C. Definitions Used in the Complaint for Groups of Defendants 26 i 1. The Exchange Act Defendants 26 2. Preferred Share Offerings Defendants 26 3. Exchange Offer Defendants 27 4. Rights Issue Defendants 27 V. CLASS ACTION ALLEGATIONS APPLICABLE TO ALL CLAIMS 27 VI. FACTUAL BACKGROUND AND SUBSTANTIVE ALLEGATIONS RELATING TO EXCHANGE ACT CLAIMS 29 A. Goodwin’s Central Role in Defendants’ Fraud 29 B. The Mortgage Industry and How Mortgage Securitization Works 34 C. Contrary to Defendants’ Statements, RBS Had Exposure To Billions of Dollars in Materially Overvalued Subprime Assets 37 1. Defendants Repeatedly Deny the Extent to Which RBS Had Exposure to Subprime Assets 39 2. Market Indicators Establish the Need to Substantially Write Down Subprime Assets 41 3. Defendants Knew that RBS’s Subprime Assets Were Materially Overvalued 45 4. Defendants Continued to Significantly Understate the Magnitude of RBS’s Subprime Exposure 47 5. U.S. Authorities Investigate RBS’s Subprime Exposure 51 D. RBS’s Acquisition of ABN AMRO Compounds the Company’s Subprime Problems 52 E. RBS Fails to Timely Impact Billions of Pounds of Goodwill Attributable to the ABN AMRO Acquisition 54 F. RBS Raises Capital In a Desperate Attempt to Shore Up Its Mounting Subprime Losses 59 G. RBS’s Subprime Assets Lead to the Company’s Partial Nationalization 60 H. RBS Projects £28 Billion Loss Tied to Subprime Exposure and Goodwill Impairment 61 I. Post-Class Period Revelations 64 ii VII. CONFIDENTIAL WITNESSES 68 VIII. The Company’s Strong and Numerous Ties to the U.S. 73 A. The U.S. Accounted for A Substantial Portion of the Worldwide Market for RBS Shares 73 B. Actions Taken By Defendants in the U.S. Were Integral to Defendants’ Scheme to Defraud Investors 75 IX. EXCHANGE ACT DEFENDANTS’ FALSE & MISLEADING STATEMENTS 78 The March 1, 2007 Statements 78 The May 29, 2007 Statements 81 The June 5, 2007 Statements 82 The July 16, 2007 Statements 84 The July 20, 2007 Statements 85 The August 2007 Statements 88 The September 28, 2007 Statements 97 The October 10, 2007 Statements 99 The December 6, 2007 Statements 100 The February 28, 2008 Statements 111 The April 22, 2008 Statements 121 The May 14, 2008 Statements in RBS’s Form 20-F 125 The May 20, 2008 Statements 130 The August 8, 2008 Statements 132 The October 13, 2008 Statements 136 The November 20, 2008 Statements 138 X. SCIENTER ALLEGATIONS 140 A. The Exchange Act Defendants Knew that RBS Had Significant Exposure to the Subprime Market 140 iii B. The Exchange Act Defendants Knew that RBS’s Assets Were Materially Overstated 141 C. RBS’s Board Learned of the Company’s Undisclosed Subprime Exposure No Later Than Summer 2007 144 D. Defendants’ Fraudulent Scheme Triggers Government Investigations 144 E. RBS Fails to Take Required Goodwill Impairments in Order to Induce Participation in the Rights Issue 145 F. Virtually All of RBS’s Directors Are Removed as Defendants’ Fraudulent Scheme Unravels 147 G. The Individual Defendants’ Personal Financial Motives 148 H. Goodwin’s Additional Motive 151 XI. IFRS VIOLATIONS 152 A. RBS Was Required to Follow International Accounting Standards 152 B. RBS Fails to Properly Report Goodwill 152 C. RBS Fails to Timely Test and Impair Goodwill 155 D. RBS Fails to Properly Value Asset Backed Securities and Related Credit Market Exposures 158 E. RBS Fails to Disclose Risks Associated with Financial Instruments 159 F. RBS Fails to Disclose Changes in Financial Position and Performance. 163 G. RBS Failed to Maintain Effective Internal Controls 164 XII. LOSS CAUSATION ALLEGATIONS 167 April 21, 2008 168 April 22, 2008 170 October 6, 2008 171 October 7, 2008 173 October 13, 2008 175 January 19, 2009 177 iv XIII. APPLICABILITY OF PRESUMPTION OF RELIANCE 178 XIV. INAPPLICABILITY OF STATUTORY SAFE HARBOR 180 COUNT I AGAINST THE EXCHANGE ACT DEFENDANTS FOR VIOLATIONS OF SECTION 10(B) OF THE EXCHANGE ACT AND RULE 10B-5 THEREUNDER 181 COUNT II AGAINST THE INDIVIDUAL DEFENDANTS FOR VIOLATIONS OF SECTION 20(A) OF THE EXCHANGE ACT 183 XV. SECURITIES ACT CLAIMS RELATING TO THE PREFERRED SHARE OFFERINGS 184 XVI. FACTUAL BACKGROUND AND SUBSTANTIVE ALLEGATIONS RELATING TO THE PREFERRED SHARE OFFERINGS 187 A. RBS Accumulated Billions of Dollars of Subprime Assets While Assuring Investors That the Company Maintained A Strong Capital Base and Controlled for Risk 187 B. RBS Announces Massive Losses Due to Its Accumulation of Subprime Assets and Acquisition of ABN AMRO and Is Bailed Out by the British Government 191 C. Preferred Share Purchasers Suffer the Consequences of RBS’s Materially False and Misleading Statements and Material Omissions 194 XVII. THE MATERIALLY FALSE AND MISLEADING STATEMENTS IN THE PREFERRED SHARE OFFERING MATERIALS 194 A. The April 8, 2005 Registration Statement 194 B. May 22, 2006: The Series Q Offering 196 C. December 18, 2006: The Series R Offering 202 D. June 26, 2007: The Series S Offering 205 E. September 24, 2007: The Series T Offering 212 F. September 28, 2007: The Series U Offering 217 COUNT III AGAINST EACH OF THE PREFERRED SHARE OFFERINGS DEFENDANTS FOR VIOLATIONS OF SECTION 11 OF THE SECURITIES ACT 219 v COUNT IV AGAINST EACH OF THE PREFERRED SHARE OFFERINGS DEFENDANTS FOR VIOLATIONS OF SECTION 12(A)(2) OF THE SECURITIES ACT 222 COUNT V AGAINST EACH OF THE INDIVIDUAL DEFENDANTS AND THE PREFERRED SHARE INDIVIDUAL DEFENDANTS FOR VIOLATIONS OF SECTION 15 OF THE SECURITIES ACT 225 XVIII. SECURITIES ACT CLAIMS RELATING TO THE EXCHANGE OFFER 226 COUNT VI AGAINST MCKILLOP, GOODWIN, WHITTAKER, CAMERON, FISH, FISHER, PELL, BUCHAN, CURRIE, FRIEDRICH, HUNTER, KOCH, KONG, MACHALE, ROBSON, SCOTT, SUTHERLAND AND CAMPBELL FOR VIOLATIONS OF SECTION 11 OF THE SECURITIES ACT 238 COUNT VII AGAINST RBS AND THE INDIVIDUAL DEFENDANTS FOR VIOLATIONS OF SECTION 12(A)(2) OF THE SECURITIES ACT 240 COUNT VIII AGAINST INDIVIDUAL DEFENDANTS MCKILLOP, GOODWIN, WHITTAKER, CAMERON AND FISH FOR VIOLATIONS OF SECTION 15 OF THE SECURITIES ACT 242 XIX. SECURITIES ACT CLAIMS RELATED TO THE RIGHTS ISSUE 244 COUNT IX AGAINST RBS, MCKILLOP, GOODWIN, WHITTAKER AND THE RIGHTS ISSUE UNDERWRITER DEFENDANTS FOR VIOLATIONS OF SECTION 12(A)(2) OF THE SECURITIES ACT 250 COUNT X AGAINST MCKILLOP, GOODWIN, WHITTAKER, CAMERON AND FISH FOR VIOLATIONS OF SECTION 15 OF THE SECURITIES ACT 253 XX. PRAYER FOR RELIEF 254 XXI. JURY TRIAL DEMAND 256 vi Plaintiffs make the following allegations upon personal knowledge as to their own acts and upon information and belief as to all other matters. Plaintiffs’ information and belief are based on their counsel’s ongoing investigation. The investigation of counsel is predicated upon, among other things, a review of public filings by the Royal Bank of Scotland Group plc (“RBS” or the “Company”), and its subsidiaries and affiliates, with the United States Securities and Exchange Commission (“SEC”), including, among other things, reports filed on Forms 6-K and 20-F, registration statements, prospectuses and offering circulars published in connection with the public sale of RBS securities, press releases and public statements issued by the Company, media reports about the Company, publicly available data relating to the prices and trading volumes of RBS securities, reports issued by securities analysts who followed RBS, internal RBS documents regarding relevant facts furnished through anonymous sources, and interviews with former employees of the Company and other knowledgeable third parties. I. NATURE OF THE ACTION 1. This is a class action on behalf of those who purchased RBS securities through several public offerings and on the open market between March 1, 2007 and January 19, 2009, inclusive (“Exchange Act Class Period”) and investors who purchased RBS Series Q, R, S, T and U preferred share offerings. 2. RBS, established in 1727 by Royal Charter of King George I, is one of the oldest and, prior to former CEO Sir Frederick Goodwin’s tenure, was one of the most conservative banks in the United Kingdom (the “U.K.”). 3. Goodwin was promoted to CEO of RBS in 2001 and under his leadership, RBS’s assets increased over 650%, from £368 billion ($558 billion) 1 to £2.4 trillion ($4.5 trillion) in 1 As a convenience to the reader, Plaintiffs have endeavored to convert foreign currencies into U.S. dollars throughout this Complaint, at the exchange rate in effect at the relevant times. 1 2008, surpassing the gross domestic product of the U.K. Goodwin’s tenure atop the apex of international finance was brief, however, as he was dismissed following the collapse and virtual nationalization of RBS by the British government. Goodwin—and the board of directors responsible for overseeing his performance—are now credited with responsibility for one of the largest financial disasters in history.

Load more

  271

Copy Link