Capital/Financing Update • Jan 11, 2013
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NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
11 JANUARY 2013
THE ROYAL BANK OF SCOTLAND PLC CASH TENDER OFFERS FOR CERTAIN EURO, POUNDS STERLING, SWISS FRANC AND SINGAPORE DOLLAR SECURITIES: ANNOUNCEMENT OF PRICING INFORMATION AND FINAL RESULTS
On 3 January 2013, The Royal Bank of Scotland plc (the "Offeror") invited Holders of the securities listed below (the "Securities") who are outside the United States to tender any and all of their Securities for purchase by the Offeror for cash (the "Offers") on the terms of, and subject to the conditions contained in, a tender offer memorandum dated 3 January 2013 (the "Tender Offer Memorandum"). Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.
The Offeror hereby informs Holders that (for the Fixed Spread Purchase Price Securities) the Reference Yield, Purchase Yield and Purchase Price, and (for all Securities) the Accrued Interest Payment and the aggregate principal amount of each Series of Securities accepted for purchase and the aggregate principal amount of each such Series to remain outstanding after the Offers are as specified in the tables below and that it accepts valid tenders of Securities pursuant to the Offers accordingly.
| Title of Series | ISIN | Current Principal Amount Outstanding | Specified Purchase Price | Accrued Interest Payment* | Aggregate Principal Amount Accepted for Purchase | Aggregate Principal Amount to Remain Outstanding | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| €1,000,000,000 4.750 per cent. Notes due 4 January 2014 | XS0180772484 | €1,000,000,000 | €1,041.00 per €1,000 principal amount | €1.43 | €206,063,000 | €793,937,000 | |||||||||
| S$110,000,000 Floating Rate Notes due 31 March 2014 | XS0544939084 | S$110,000,000 | S$253,000 per S$250,000 principal amount | S$1,623.29 | S$38,500,000 | S$71,500,000 | |||||||||
| S$390,000,000 2.85 per cent. Notes due 31 March 2014 | XS0544939167 | S$390,000,000 | S$254,500 per S$250,000 principal amount | S$2,127.74 | S$154,500,000 | S$235,500,000 | |||||||||
| Title of Series | ISIN | Current Principal Amount Outstanding | Reference Benchmark | Reference Yield | Purchase Yield | Purchase Price** | Accrued Interest Payment* | Aggregate Principal Amount Accepted for Purchase | Aggregate Principal Amount to Remain Outstanding | ||||||
| €1,250,000,000 4.875 per cent. Notes due 15 July 2015 | XS0526338693 | €1,051,474,000 | Applicable Interpolated Mid-Swap Rate | 0.549% | 1.049% | €1,093.71 | €24.58 | €183,501,000 | €867,973,000 | ||||||
| €1,000,000,000 4.25 per cent. Notes due 11 May 2016 | XS0254035768 | €1,000,000,000 | Applicable Interpolated Mid-Swap Rate | 0.668% | 1.018% | €1,104.87 | €28.99 | €161,297,000 | €838,703,000 | ||||||
| €1,000,000,000 4.75 per cent. Notes due 18 May 2016 | XS0627824633 | €740,990,000 | Applicable Interpolated Mid-Swap Rate | 0.671% | 1.271% | €1,112.90 | €31.49 | €150,505,000 | €590,485,000 | ||||||
| €2,000,000,000 4.875 per cent. Notes due 20 January 2017 | XS0480133338 | €1,607,070,000 | Applicable Interpolated Mid-Swap Rate | 0.780% | 1.580% | €1,127.17 | €48.08 | €92,743,000 | €1,514,327,000 | ||||||
| £882,777,000 6.375 per cent. Notes due 29 April 2014 | XS0423324887 | £728,896,000 | 5.00 per cent. UK Treasury Gilt due 2014 | 0.393% | 1.243% | £1,065.23 | £13.66 | £115,521,000 | £613,375,000 | ||||||
| £519,943,000 6.00 per cent. Notes due 17 May 2017 | XS0497707744 | £437,339,000 | 1.75 per cent. UK Treasury Gilt due 2017 | 0.843% | 2.293% | £1,150.56 | £39.95 | £31,907,000 | £405,432,000 | ||||||
| SFr.350,000,000 2.75 per cent. Notes due 8 October 2015 | CH0117124179 | SFr.350,000,000 | Applicable Interpolated Mid-Swap Rate | 0.146% | 0.646% | SFr.5,283.74 | SFr.37.05 | SFr.85,525,000 | SFr.264,475,000 |
* The Accrued Interest Payment represents interest accrued and unpaid per applicable Calculation Amount of the relevant Securities from (and including) the immediately preceding interest payment date for such Securities to (but excluding) the Settlement Date.
** Per €1,000, £1,000, SFr.5,000 or S$250,000 (each a “Calculation Amount”) as applicable for such Securities.
The Settlement Date in respect of the Securities accepted for purchase pursuant to the Offers is expected to be 15 January 2013.
FURTHER INFORMATION
Lucid Issuer Services Limited has been appointed by the Offeror as Tender Agent (the "Tender Agent") for the purposes of the Offers.
The Royal Bank of Scotland plc has been appointed as Global Arranger and Lead Dealer Manager in connection with the Offers. J.P. Morgan Securities plc and The Royal Bank of Scotland plc have been appointed as Joint Dealer Managers, and ABN AMRO Bank N.V., Mediobanca – Banca di Credito Finanziario S.p.A. and Crédit Agricole Corporate and Investment Bank have been appointed as Co-Dealer Managers in connection with the Offers (the Co-Dealer Managers together with the Joint Dealer Managers and Global Arranger and Lead Dealer Manager and, where the context so requires, each of their affiliates, the “Dealer Managers”).
Requests for information in relation to the Offers should be directed to:
GLOBAL ARRANGER AND LEAD DEALER MANAGER
The Royal Bank of Scotland plc
135 Bishopsgate
London EC2M 3UR
United Kingdom
Tel: +44 20 7085 8056
Attention: Liability Management Group
Email: [email protected]
JOINT DEALER MANAGERS
| J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom Tel: +44 20 7134 3414 Attention: Liability Management Group Email: [email protected] | The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR United Kingdom Tel: +44 20 7085 8056 Attention: Liability Management Group Email: [email protected] |
| TENDER AGENT | |
| Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Tel: +44 20 7704 0880 Attention: David Shilson/Sunjeeve Patel Email: [email protected] |
NOTICE AND DISCLAIMER
Subject to applicable law, the Offeror or any of its affiliates may at any time and from time to time following completion of the Offers purchase remaining outstanding Securities by tender, in the open market, by private agreement or otherwise on such terms and at such prices as the Offeror or, if applicable, its affiliates may determine. Such terms, consideration and prices may be more or less favourable than those offered pursuant to the Offers.
This announcement must be read in conjunction with the Tender Offer Memorandum. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
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