The Royal Bank of Scotland Plc Announces Results of Its Invitation to Offer to Exchange Certain Existing Canadian Dollar, U.S
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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 8 March 2012 THE ROYAL BANK OF SCOTLAND PLC ANNOUNCES RESULTS OF ITS INVITATION TO OFFER TO EXCHANGE CERTAIN EXISTING CANADIAN DOLLAR, U.S. DOLLAR, EURO AND SWISS FRANC DENOMINATED SUBORDINATED NOTES AND PRICING RELATING TO THE NEW CANADIAN DOLLAR, U.S. DOLLAR, EURO AND SWISS FRANC DENOMINATED SUBORDINATED NOTES Further to the announcement dated 28 February 2012 and in accordance with the Exchange Offer Memorandum of the same date (the “Exchange Offer Memorandum”), The Royal Bank of Scotland plc (the “Issuer”) hereby announces the results of the Exchange Offer to holders of the Existing Notes other than the Australian Dollar Existing Notes (as described in the announcement dated 28 February 2012). Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Exchange Offer Memorandum. Exchange Offer Pricing and Results Save in relation to the Australian Dollar Existing Notes which are expected to be the subject of a separate later announcement, the Issuer today announces that it has accepted Offers to Exchange pursuant to the Exchange Offer with a face value of approximately £2,613m equivalent. The pricing and results of the Exchange Offer are as follows: ISIN Issuer Curr. Current Amount First Call Reset Maturity Exchange Exchange Aggregate Minimum Accrued Coupon Outstanding Date/ Coupon Date Price Ratio Principal Amount Denomination Interest (m) Reset Date of Series Per Accepted 100,000 Principal Amount* XS0180946906 The EUR 3 month €500 28 January N/A - 28 January 86.00% 0.861162 EUR273,449,000 €1,000 254.53 Royal EURIBOR 2011 Reset 2016 Bank of +85 bps Date Scotland already plc occurred XS0259579547 The EUR 3 month €500 30 January N/A - 30 January 82.50% 0.826115 EUR397,550,000 €50,000 241.76 Royal EURIBOR 2012 Reset 2017 Bank of +75 bps Date Scotland already plc occurred XS0223318501 The USD 3 month U.S.$750 29 N/A - 29 86.00% 0.863705 USD428,000,000 U.S.$100,000 285.08 Royal U.S.$ September Reset September Bank of LIBOR +74 2010 Date 2015 Scotland bps already plc occurred XS0250214797 The USD 3 month U.S.$1,500 11 April N/A - 11 April 83.50% 0.838597 USD814,264,000 U.S.$100,000 231.20 Royal U.S$. 2011 Reset 2016 Bank of LIBOR +70 Date Scotland bps already plc occurred XS0202629407 The USD 3 month U.S.$500 14 October N/A - 14 October 83.00% 0.833576 USD270,690,000 U.S.$1,000 221.50 Royal U.S.$ 2011 Reset 2016 Bank of LIBOR +78 Date Scotland bps already plc occurred XS0302127625 The USD 3 month U.S.$1,500 29 August 3 month 29 August 81.00% 0.813489 USD1,050,000,000 U.S.$100,000 30.63 Royal U.S.$ 2012 U.S.$ 2017 Bank of LIBOR +20 LIBOR Scotland bps +70 bps plc CA78010XAA96 The CAD 3 month C$700 30 March N/A – 30 March 87.00% 0.870000 CAD483,047,000 C$5,000 422.07 Royal CAD-BA- 2010 Reset 2015 Bank of CDOR +72 Date Scotland bps already plc occurred CH0027811691 The CHF 275 bps CHF200 4 3 month 4 75.00% 0.751819 CHF165,560,000 CHF5,000 779.17 Royal December CHF December Bank of 2012 LIBOR + 2017 Scotland 62 bps plc *The Accrued Interest figures have been provided for illustrative purposes only and are based on holdings of 100,000 in principal amount in the relevant currency. Holders should adjust these figures to determine the amount of Accrued Interest due on their specific holdings, noting (i) that the only rounding will be to the nearest 0.01 per position and (ii) that in some of the series of the Existing Notes, the minimum denomination and therefore actual holdings may be less than 100,000 in principal amount in the relevant currency. Assumes a Settlement Date of 16 March 2012. All Offers to Exchange Canadian Dollar Existing Notes, U.S. Dollar Existing Notes, Euro Existing Notes and Swiss Franc Existing Notes validly submitted to the relevant Exchange Agent by the Expiration Time are accepted in full. In relation to the pricing of the Australian Dollar New Notes and as described in the Exchange Offer Memorandum, the Issuer expects an announcement to be published on a Notifying News Service as soon as reasonably practicable after the Pricing Time of the Australian Dollar New Notes and to make an announcement via RNS at or around 7am London time on Friday 9 March 2012. Holders whose Offers to Exchange are accepted will receive relevant New Notes in an amount (rounded down to the nearest C$1,000, €1,000, CHF1,000 or U.S.$1,000, as applicable) equal to the aggregate principal amount of such Existing Notes accepted for exchange multiplied by the relevant Exchange Ratio (as set out in the table above), subject to the requirement for each Holder to have Offered to Exchange at least the relevant Minimum Existing Holding. Each such Holder will also be entitled to receive an Accrued Interest Payment (as indicated in the table and footnote above) and any Cash Rounding Amount (if applicable). Holders whose Existing Notes Offered for Exchange were not accepted, or who did not participate in the Exchange Offer, will not be eligible to receive New Notes in exchange for such Existing Notes and shall continue to hold such Existing Notes subject to their terms and conditions. Pricing of the New Notes and New Issue Amounts The aggregate principal amount of each series of New Notes to be issued by the Issuer pursuant to the Exchange Offer in exchange for the relevant Series of Existing Notes, and the pricing details thereof, are as follows: Issuer Curr. New Mid- New New New Call Date/ New Notes Reset Maturity New Issue Amount ISIN Notes Swap Notes Notes Notes Optional Coupon Date* Spread Rate Initial Price Yield Redemption Coupon Date* The Royal EUR 9.00% 1.536% 10.500% 99.865% 10.536% 16 March The sum of 16 €563,801,000 XS0753308807 Bank of 2017 (i) 9.00% (being the March Scotland Euro New Notes Spread) 2022 plc and (ii) a reset 5 Year Mid- Swap Rate, expressed on an annualised basis The Royal USD 8.50% 1.110% 9.500% 99.571% 9.610% 16 March The sum of 16 U.S.$2,132,059,000 XS0753308559 Bank of 2017 (i) 8.50% (being the U.S. March Scotland Dollar New Notes 2022 plc Spread) and (ii) a reset 5 Year Mid- Swap Rate 2 The Royal CAD 8.75% 1.750% 10.500% 100.00% 10.500% 16 March The sum of 16 C$420,199,000 CA78010XAL51 Bank of 2017 (i) 8.75% (being the March Scotland Canadian Dollar New 2022 plc Notes Spread) and (ii) a reset 5 Year Mid-Swap Rate The Royal CHF 9.00% 0.438% 9.375% 99.758% 9.438% 16 March The sum of 16 CHF124,452,000 CH0180006097 Bank of 2017 (i) 9.00% (being the March Scotland Swiss Franc New Notes 2022 plc Spread) and (ii) a reset 5 Year Mid- Swap Rate, expressed on an annualised basis * Assuming a Settlement Date of 16 March 2012. Save in relation to the Australian Dollar Existing Notes, the expected Settlement Date of the Exchange Offer is 16 March 2012. 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. The Swiss Franc New Notes will be provisionally admitted to trading with effect from (or shortly following) the Settlement Date, with application for definitive listing to be made as soon as practicable thereafter. The Exchange Offer was made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 28 February 2012. The Exchange Offer was not made in the United States or to any U.S. person, nor in the Kingdom of Bahrain, Saudi Arabia or Lebanon, and was also restricted in other jurisdictions, as more fully described in the Exchange Offer Memorandum. Requests for information in relation to the settlement of the Exchange Offer should be directed to the relevant Exchange Agent at the contact details for the relevant Exchange Agent listed below: EXCHANGE AGENTS Lead Exchange Agent in relation to Existing Notes Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Tel: +44 20 7704 0880 Fax: +44 20 7067 9098 Attention: Sunjeeve Patel/ David Shilson email: [email protected] Canadian Exchange Agent in relation to Canadian Dollar Swiss Exchange Agent in relation to Swiss Franc Existing Existing Notes Notes Equity Financial Trust Company UBS AG 200 University Ave, Suite 400 Bahnhofstrasse 45 Toronto, Ontario CH-8001 Zurich, Switzerland 3 M5H 4H1 Attention: OY79 (Corporate Actions) Canada Tel: +41 44 235 64 26 Tel: +1 416 361 0930 Fax: +41 44 236 10 55 email: mara.dimattiapicinelli@ Fax:+1 416 361 0470 ubs.com email: [email protected] DEALER MANAGER AND STRUCTURING ADVISOR The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR United Kingdom In Europe Tel: +44 20 7085 8056/+44 20 7085 9972 Attention: Andrew Burton/Fiona Muntz email: [email protected] In Australia Tel: +61 2 8259 5551 Attention: Peter Dalton email: [email protected] DEALER MANAGERS In Europe In Europe J.P.