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Us780097ah44.Pdf BOWNE OF LONDON 08/14/2001 12:47 NO MARKS NEXT PCN: 003.00.00.00 -- Page/graphics valid (08/14/2001 12:48) U44309 002.00.00.00 36 PROSPECTUS SUPPLEMENT (To Prospectus dated June 5, 2001) $1,200,000,000 The Royal Bank of Scotland Group plc 7.648% Dollar Perpetual Regulatory tier One securities, Series 1 We are issuing $1,200,000,000 aggregate principal amount of 7.648% Dollar Perpetual Regulatory tier One securities, Series 1, or PROs, which will be issued pursuant to a capital securities indenture between The Bank of New York, as Trustee, and The Royal Bank of Scotland Group plc. The PROs will bear interest from the date of original issuance (i) at a rate of 7.648% per annum on their outstanding principal amount, payable in US dollars semi-annually in arrears on March 31 and September 30 of each year, beginning on September 30, 2001 and ending September 30, 2031, and (ii) thereafter payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year at a variable rate per annum on their outstanding principal amount equal to 2.50% per annum above three-month dollar LIBOR. Interest payments on the PROs will be made in cash. We may elect to satisfy our interest payment obligations by issuing ordinary shares which when sold will provide a suÇcient amount of cash necessary to pay PROs holders on the relevant payment date, which we refer to as the alternative coupon satisfaction mechanism. In addition, we may defer payments of interest on the PROs; provided that any Missed Payments (as deÑned herein) must be satisÑed pursuant to the alternative coupon satisfaction mechanism. The PROs have no maturity date. However, we may redeem the PROs in whole (but not in part) subject to certain conditions, including prior approval from the UK Financial Services Authority, if certain events occur, as more fully described in this prospectus supplement. If we are liquidated, you will be entitled to receive the principal amount of your PROs plus accrued interest for the then-current interest period and any Missed Payments pro rata with our non-cumulative preference shares and other parity securities, but only after we have paid all of our debts and other liabilities to our creditors and to holders of any of our capital securities and cumulative preference shares (to the extent of any unpaid cumulative dividends) that are senior to the PROs. We will apply to list the PROs on the New York Stock Exchange under the symbol ""RBS P1''. Trading of the PROs is expected to begin within 30 days after the initial delivery of the PROs. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is a criminal oÅense. Underwriting Proceeds to Price to Public Discount The Royal Bank of Scotland plc(1) Per PRO security ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $1,000 $10 $ 990 Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $1,200,000,000 $12,000,000 $1,188,000,000 (1) Before deducting expenses payable by The Royal Bank of Scotland Group plc estimated at $942,000. We expect that the PROs will be ready for delivery through the book-entry facilities of The Depository Trust Company and its participants, including Euroclear Bank, as operator of the Euroclear System, and Clearstream Banking, societπ eπ anonyme, on or about August 20, 2001. Joint book-runners and lead managers Lehman Brothers Salomon Smith Barney August 13, 2001 ""PROs'' is a service mark of Salomon Smith Barney Inc. BOWNE OF LONDON 08/14/2001 12:31 NO MARKS NEXT PCN: 004.00.00.00 -- Page is valid, no graphics U44309 003.00.00.00 17 TABLE OF CONTENTS Prospectus Supplement Page Summary of the OÅering ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ S-3 Recent Developments ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ S-10 Use of Proceeds ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ S-10 Certain Terms of the PROs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ S-11 GlossaryÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ S-27 Certain US Federal and UK Tax Consequences ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ S-31 UnderwritingÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ S-34 Legal Opinions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ S-35 Prospectus Our Group ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2 Use of Proceeds ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 4 Exchange Rates ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 4 Selected Consolidated Financial Data ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 5 Description of Debt Securities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 7 Description of Dollar Preference Shares ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 20 Description of American Depositary Receipts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 29 Plan of Distribution ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 34 Legal Opinions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 35 Experts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 35 Enforcement of Civil Liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 35 Where You Can Find More Information ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 35 You should rely only on the information contained or incorporated by reference in this prospectus supplement and the prospectus. We have not, and the underwriters have not, authorized any other person to provide you with diÅerent information. If anyone provides you with diÅerent or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an oÅer to sell these securities in any jurisdiction where the oÅer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the prospectus, as well as information we previously Ñled with the Securities and Exchange Commission, which we sometimes refer to as the SEC, and incorporated by reference, is accurate as of the date on the front cover of this prospectus supplement only. Our business, Ñnancial condition, results of operations and prospects may have changed since that date. ""We'' and ""us'' refer to The Royal Bank of Scotland Group plc, the term ""group'' or ""RBSG'' means The Royal Bank of Scotland Group plc and its subsidiaries and the term ""bank'' means The Royal Bank of Scotland plc. The term ""RBS'' refers to the group excluding National Westminster Bank Plc, which we refer to as ""NatWest''. In connection with this issue, Lehman Brothers Inc. may over-allot or eÅect transactions which stabilize or maintain the market price of the PROs at a level which might not otherwise prevail. Such stabilizing, if commenced, may be discontinued at any time. This prospectus supplement does not constitute an oÅer to sell, or a solicitation of an oÅer to buy, any of the securities oÅered hereby by any person in any jurisdiction in which it is unlawful for such person to make such an oÅering or solicitation. The oÅer or sale of the PROs may be restricted by law in certain jurisdictions, and you should inform yourself about, and observe, any such restrictions. S-2 BOWNE OF LONDON 08/14/2001 12:47 NO MARKS NEXT PCN: 005.00.00.00 -- Page is valid, no graphics U44309 004.00.00.00 9 SUMMARY OF THE OFFERING The following summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain all of the information that may be important to you. You should read the entire prospectus and prospectus supplement, including the Ñnancial statements and related notes incorporated by reference herein, before making an investment decision. Terms which are deÑned in ""Certain Terms of the PROs'' have the same meaning when used herein. Issuer ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ The Royal Bank of Scotland Group plc Trustee ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ The Bank of New York Calculation Agent ÏÏÏÏÏÏÏÏÏÏÏÏÏ Lehman Brothers International (Europe) Securities OÅered ÏÏÏÏÏÏÏÏÏÏÏÏÏ 7.648% Dollar Perpetual Regulatory tier One securities, Series 1 in an aggregate principal amount of $1,200,000,000, which we refer to as the PROs. The PROs will be issued under a capital securities indenture as supplemented by a Ñrst supplemental indenture between us and The Bank of New York, as Trustee, and will be a series of capital securities as described in the accompanying prospectus. Interest ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ The PROs will bear interest (i) from the date of issuance to (but excluding) September 30, 2031 at a Ñxed rate equal to 7.648% per annum on their outstanding principal amount and (ii) thereafter at a variable rate per annum on their outstanding principal amount of 2.50% per annum above three-month dollar LIBOR. See ""Certain Terms of the PROs Ì Interest''. Interest Payment Dates ÏÏÏÏÏÏÏÏ Interest payments on the PROs will be payable semi-annually in arrears on March 31 and September 30 of each year, beginning on September 30, 2001 and ending on September 30, 2031, and, thereafter payments will be made quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. Redemption ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ The PROs are perpetual securities and have no maturity
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