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650000000 RBS Capital Trust II the Royal Bank of Scotland Group

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650000000 RBS Capital Trust II the Royal Bank of Scotland Group PROSPECTUS SUPPLEMENT (To prospectus dated December 3, 2003) $650,000,000 RBS Capital Trust II 6.425% Non-Cumulative Trust Preferred Securities (Liquidation Preference $1,000 per Trust Preferred Security) having the benefit of a subordinated guarantee of The Royal Bank of Scotland Group plc Each trust preferred security has a liquidation preference of $1,000 and represents an undivided beneficial interest in the assets of RBS Capital Trust II, a Delaware statutory trust. The assets of the trust will consist of partnership preferred securities (representing non-cumulative perpetual preferred limited partnership interests) issued by RBS Capital LP II, a Delaware limited partnership. The trust preferred securities and the partnership preferred securities will have the benefit of a subordinated guarantee of The Royal Bank of Scotland Group plc. Distributions on the trust preferred securities will be payable from the issue date at a fixed rate of 6.425% per year semiannually in arrears on June 30 and December 31 each year, beginning December 31, 2003, with the last semiannual distribution period being extended to January 3, 2034. After January 3, 2034, distributions will be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, at a rate of 1.9425% per year above three-month dollar LIBOR for the relevant distribution period. Investing in the trust preferred securities involves risks. See ‘‘Risk Factors’’ beginning on page S-17. Neither the trust preferred securities nor the partnership preferred securities are deposits or other obligations of The Royal Bank of Scotland Group plc. None of the trust preferred securities, the partnership preferred securities or the subordinated guarantees are insured by any governmental agency. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Trust Preferred Security Total Public offering price(1) ;;;;;;;;;;;;;; $1,000 $650,000,000 Underwriting commission ;;;;;;;;;;;; $ 10 $ 6,500,000 Proceeds to Us;;;;;;;;;;;;;;;;; $ 990 $643,500,000 (1) Plus accrued distributions, if any, from the date of original issuance. The underwriters expect to deliver beneficial interests in global certificates representing the trust preferred securities in book-entry form only through the facilities of The Depository Trust Company and its participants, including Euroclear and Clearstream, Luxembourg, on December 10, 2003. Joint Bookrunners Citigroup JPMorgan RBS Greenwich Capital The date of this prospectus supplement is December 3, 2003. TABLE OF CONTENTS Prospectus Supplement Page About this Prospectus Supplement ;;;;;;;;;;;;;;;;;;;;;;;;;;; S-2 Forward-Looking Statements ;;;;;;;;;;;;;;;;;;;;;;;;;;;;; S-2 Where You Can Find More Information;;;;;;;;;;;;;;;;;;;;;;;;; S-3 Notice to Investors ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; S-3 Summary of the Transaction ;;;;;;;;;;;;;;;;;;;;;;;;;;;;; S-4 The Offering ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; S-5 Transaction Structure ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; S-16 Risk Factors ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; S-17 Use of Proceeds ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; S-19 Exchange Rates;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; S-19 Capitalization of the Group ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; S-20 Selected Consolidated Financial Data ;;;;;;;;;;;;;;;;;;;;;;;;;; S-21 Our Group;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; S-26 Description of Trust Preferred Securities ;;;;;;;;;;;;;;;;;;;;;;;; S-30 Description of Partnership Preferred Securities ;;;;;;;;;;;;;;;;;;;;;; S-37 Description of Subordinated Notes ;;;;;;;;;;;;;;;;;;;;;;;;;;; S-42 Description of Subordinated Guarantees ;;;;;;;;;;;;;;;;;;;;;;;;; S-45 Description of Dollar Preference Shares ;;;;;;;;;;;;;;;;;;;;;;;;; S-46 US Federal and UK Tax Consequences ;;;;;;;;;;;;;;;;;;;;;;;;; S-49 ERISA Considerations ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; S-53 Underwriting ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; S-55 Legal Opinions ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; S-57 Prospectus Page About This Prospectus ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 1 Use of Proceeds ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 1 The Royal Bank of Scotland Group ;;;;;;;;;;;;;;;;;;;;;;;;;; 1 The RBS Trusts ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 2 The RBS Limited Partnerships ;;;;;;;;;;;;;;;;;;;;;;;;;;;; 2 Description of Debt Securities;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 3 Description of Trust Preferred Securities ;;;;;;;;;;;;;;;;;;;;;;;; 15 Description of Partnership Preferred Securities ;;;;;;;;;;;;;;;;;;;;;; 32 Description of Subordinated Notes ;;;;;;;;;;;;;;;;;;;;;;;;;;; 41 Description of Subordinated Guarantees ;;;;;;;;;;;;;;;;;;;;;;;;; 43 Description of Dollar Preference Shares ;;;;;;;;;;;;;;;;;;;;;;;;; 51 Description of American Depositary Receipts ;;;;;;;;;;;;;;;;;;;;;; 60 Plan of Distribution ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 65 Legal Opinions ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 66 Experts ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 66 Expenses of the Issue ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 66 Enforcement of Civil Liabilities ;;;;;;;;;;;;;;;;;;;;;;;;;;;; 67 Where You Can Find More Information;;;;;;;;;;;;;;;;;;;;;;;;; 67 Incorporation of Documents by Reference ;;;;;;;;;;;;;;;;;;;;;;;; 68 S-1 You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We, the trust, the partnership and the underwriters have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information you should not rely on it. We, the trust, the partnership and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer and sale is not permitted. You should assume that the information in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates. ABOUT THIS PROSPECTUS SUPPLEMENT In this prospectus supplement, we use the following terms: s ‘‘we’’ and ‘‘us’’ mean The Royal Bank of Scotland Group plc, s ‘‘Group’’ or ‘‘RBSG’’ means The Royal Bank of Scotland Group plc and its subsidiaries, s ‘‘RBS plc’’ or the ‘‘Royal Bank’’ means The Royal Bank of Scotland plc, s ‘‘RBS’’ means RBS plc and its subsidiaries, s the ‘‘trust’’ means RBS Capital Trust II, and s the ‘‘partnership’’ means RBS Capital LP II. The trust preferred securities will be evidenced by one or more global certificates (each a ‘‘global certificate’’) in fully registered form, and registered in the name of a nominee for The Depository Trust Company. For additional information on clearance and settlement, see ‘‘Description of Trust Preferred Securities—Form and Transfer’’ in the accompanying prospectus. FORWARD-LOOKING STATEMENTS From time to time, we may make statements regarding our assumptions, projections, expectations, intentions or beliefs about future events. These statements constitute ‘‘forward-looking statements’’ for purposes of the Private Securities Litigation Reform Act of 1995. We caution that these statements may and often do vary materially from actual results. Accordingly, we cannot assure you that actual results will not differ materially from those expressed or implied by the forward-looking statements. You should read the section entitled ‘‘Presentation of information—Forward-looking statements’’ in our Annual Report on Form 20-F for the year ended December 31, 2002, which is incorporated by reference. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, forward-looking events discussed in this prospectus or any information incorporated by reference, might not occur. S-2 WHERE YOU CAN FIND MORE INFORMATION We file annual, semiannual, and special reports and other information with the Securities and Exchange Commission, which we refer to as the SEC. You may read and copy any document that we file with the SEC at the Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. You can call the SEC on 1-800-SEC-0330 for further information on the Public Reference Room. The SEC’s website, at http://www.sec.gov, contains reports and other information in electronic form that we have filed. The SEC allows us to incorporate by reference in our prospectus the information that we file with the SEC. This permits us to disclose important information to you by referring to certain previously-filed documents. We incorporate by reference our Annual Report on Form 20-F for the year ended December 31, 2002, as filed with the SEC on March 19, 2003 and our Interim Report on Form 6-K for the six months ended June 30, 2003, furnished to the SEC on August 7, 2003. See also ‘‘Where You Can Find More Information’’ and ‘‘Incorporation of Documents By Reference’’ in the accompanying prospectus. NOTICE TO INVESTORS Investors in the trust preferred securities will be deemed to have represented that they do not own, directly or indirectly, 10% or more of the ordinary shares of The Royal Bank of Scotland Group plc. If at any time a holder of trust preferred securities or partnership preferred securities owns 10% or more of the ordinary shares of The Royal Bank of Scotland Group, we
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