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The Royal Bank of Scotland Plc

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The Royal Bank of Scotland Plc NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”), THE KINGDOM OF BAHRAIN, SAUDI ARABIA, LEBANON OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER RESTRICTIONS" BELOW) 28 February 2012 THE ROYAL BANK OF SCOTLAND PLC ANNOUNCES AN INVITATION TO OFFER TO EXCHANGE CERTAIN EXISTING CANADIAN DOLLAR, AUSTRALIAN DOLLAR, US DOLLAR, EURO AND SWISS FRANC DENOMINATED SUBORDINATED NOTES FOR NEW CANADIAN DOLLAR, AUSTRALIAN DOLLAR, US DOLLAR, EURO AND SWISS FRANC DENOMINATED SUBORDINATED NOTES The Royal Bank of Scotland plc (the “Issuer”) has today invited all holders (subject to the Offer Restrictions set out below) of the existing subordinated notes listed below (the “Existing Notes”) to Offer to Exchange, on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 28 February 2012 (the “Exchange Offer Memorandum”), any or all of their outstanding Existing Notes for the relevant dated subordinated new notes listed below (the “New Notes”). Copies of the Exchange Offer Memorandum are (subject to distribution restrictions) available from the Dealer Managers and the Exchange Agents as set out below. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Exchange Offer Memorandum. RATIONALE AND FUTURE CALL POLICY The Issuer is undertaking an exchange offer on its lower tier 2 capital securities which are eligible for call in 2012.This decision has been taken (i) in light of ongoing market conditions and regulatory uncertainty and (ii) following the prohibition on capital calls which was imposed on The Royal Bank of Scotland Group plc and its subsidiaries consolidated in accordance with International Financial Reporting Standards (the “RBSG Group”) by the European Commission following the receipt of state aid by the RBSG Group in 2008 and 2009.The Exchange Offer also provides the RBSG Group with an opportunity to improve the quality of its capital base. It is the intention of the RBSG Group that all decisions to exercise calls on any Existing Notes (the securities targeted in this exchange offer) and other callable capital securities in relation to which the RBSG Group has made statements in the context of its prior liability management exercises that remain outstanding after 29 April 2012 will be made with reference to the prevailing regulatory, economic and market conditions at the time. No decisions have been made with regards to other callable capital securities. THE EXCHANGE OFFER The Existing Notes The Existing Notes (which comprise lower tier 2 capital of the Issuer) and the main commercial terms of the Exchange Offer may be summarised as follows: First Call Current Minimum Date/Reset Reset Maturity Exchange ISIN Issuer Currency Coupon Amount Outstanding Denomination Date Coupon Date Price New Notes XS0180946906 The Royal Bank EUR 3 month €500,000,000 €1,000 28 January N/A – Reset 28 January 86.00 Euro New of Scotland plc EURIBOR +85 2011 Date already 2016 Notes bps occurred XS0259579547 The Royal Bank EUR 3 month €500,000,000 €50,000 30 January N/A – Reset 30 January 82.50 Euro New of Scotland plc EURIBOR +75 2012 Date already 2017 Notes bps occurred XS0223318501 The Royal Bank USD 3 month U.S.$ U.S.$750,000,000 U.S.$100,000 29 N/A – Reset 29 86.00 U.S. Dollar of Scotland plc LIBOR +74 bps September Date already September New Notes 2010 occurred 2015 XS0250214797 The Royal Bank USD 3 month U.S.$1,500,000,000 U.S.$100,000 11 April N/A – Reset 11 April 2016 83.50 U.S. Dollar of Scotland plc U.S.$ LIBOR 2011 Date already New Notes +70 bps occurred XS0202629407 The Royal Bank USD 3 month U.S.$500,000,000 U.S.$1,000 14 October N/A – Reset 14 October 83.00 U.S. Dollar of Scotland plc U.S.$ LIBOR 2011 Date already 2016 New Notes +78 bps occurred XS0302127625 The Royal Bank USD 3 month U.S.$1,500,000,000 U.S.$100,000 29 August 3 month 29 August 81.00 U.S. Dollar of Scotland plc U.S.$ LIBOR 2012 U.S.$ LIBOR 2017 New Notes +20 bps +70 bps AU300RSCT012 The Royal Bank AUD 3 month AUD- A$590,000,000 A$100,000 28 October N/A – Reset 27 October 87.00 Australian of Scotland plc BBR-BBSW 2009 Date already 2014 Dollar New +87 bps occurred Notes AU300RSCT020 The Royal Bank AUD 3 month AUD- A$410,000,000 A$100,000 28 October N/A – Reset 27 October 87.00 Australian of Scotland plc BBR-BBSW 2009 Date already 2014 Dollar New +87 bps occurred Notes AU3FN0000790 The Royal Bank AUD 3 month BBSW A$450,000,000 A$100,000 17 February N/A – Reset 17 February 77.00 Australian of Scotland plc +78 bps 2012 Date already 2017 Dollar New occurred Notes AU3CB0008217 The Royal Bank AUD 3 month BBSW A$450,000,000 A$100,000 17 February N/A – Reset 17 February 77.00 Australian of Scotland plc +78bps 2012 Date already 2017 Dollar New occurred Notes CA78010XAA96 The Royal Bank CAD 3 month CAD- C$700,000,000 C$5,000 30 March N/A – Reset 30 March 87.00 Canadian of Scotland plc BA-CDOR 2010 Date already 2015 Dollar New +72 bps occurred Notes CH0027811691 The Royal Bank CHF 275 bps CHF200,000,000 CHF5,000 4 December 3 month 4 December 75.00 Swiss Franc of Scotland plc 2012 CHF LIBOR 2017 New Notes + 62 bps Holders whose Existing Notes are accepted for exchange will also receive any applicable Accrued Interest Payments and Cash Rounding Amounts. The New Notes Some of the key terms of the New Notes are as follows: Call Date/Optional New Notes Issuer Currency New Notes Initial Coupon Redemption Date New Notes Reset Coupon Maturity Date Listing Location The Royal Bank of EUR The sum of (i) 9.00% (being the Euro New On or around 16 The sum of (i) 9.00% (being the On or around 16 London Scotland plc Notes Spread) and (ii) the 5 Year Euro Mid- March 2017 Euro New Notes Spread) and (ii) March 2022 Swap Rate, expressed on an annualised a reset 5 Year Mid-Swap Rate, basis, rounded down to the nearest 0.125% expressed on an annualised basis The Royal Bank of USD The sum of (i) 8.50% (being the U.S. Dollar On or around 16 The sum of (i) 8.50% (being the On or around 16 London Scotland plc New Notes Spread) and (ii) the 5 Year U.S. March 2017 U.S. Dollar New Notes Spread) March 2022 Dollar Mid-Swap Rate, rounded down to the and (ii) a reset 5 Year Mid-Swap nearest 0.125% Rate The Royal Bank of AUD The sum of (i) 8.75% (being the Australian On or around 19 The sum of (i) 8.75% (being the On or around 19 London Scotland plc Dollar New Notes Spread) and (ii) the 5 March 2017 Australian Dollar New Notes March 2022 Year Australian Dollar Mid-Swap Rate, Spread) and (ii) a reset 5 Year rounded down to the nearest 0.125% Mid-Swap Rate The Royal Bank of CAD The sum of (i) 8.75% (being the Canadian On or around 16 The sum of (i) 8.75% (being the On or around 16 London Scotland plc Dollar New Notes Spread) and (ii) the 5 March 2017 Canadian Dollar New Notes March 2022 Year Canadian Dollar Mid-Swap Rate, Spread) and (ii) a reset 5 Year rounded down to the nearest 0.125% Mid-Swap Rate The Royal Bank of CHF The sum of (i) 9.00% (being the Swiss Franc On or around 16 The sum of (i) 9.00% (being the On or around 16 Zurich Scotland plc New Notes Spread) and (ii) the 5 Year March 2017 Swiss Franc New Notes Spread) March 2022 Swiss Franc Mid-Swap Rate, expressed on and (ii) a reset 5 Year Mid-Swap an annualised basis, rounded down to the Rate, expressed on an annualised nearest 0.125% basis 2 The Australian Dollar New Notes will be issued in the single denomination of A$1,000; the Canadian Dollar New Notes will be issued in the single denomination of C$1,000; the Euro New Notes will be issued in the single denomination of €1,000; the Swiss Franc New Notes will be issued in the single denomination of CHF1,000; and the U.S. Dollar New Notes will be issued in the single denomination of U.S.$1,000. Applications will be made for the New Notes to be: (a) in the case of New Notes other than the Swiss Franc New Notes, admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange’s Regulated Market; and (b) in the case of the Swiss Franc New Notes, admitted to the Standard for Bonds of the SIX Swiss Exchange, in each case pursuant to the Issuer’s EMTN Programme and (other than in the case of the Swiss Franc New Notes) the Drawdown Prospectus and (with respect to the Swiss Franc New Notes) the Swiss Listing Prospectus. The New Notes (other than the Swiss Franc New Notes) will be admitted to trading with effect from (or shortly following) the Settlement Date.
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