NATWEST GROUP PLC RNS Number : 0249G
Royal Bank of Scotland PLC 17 November 2015
17 November 2015
THE ROYAL BANK OF SCOTLAND PLC LAUNCHES CASH TENDER OFFERS FOR CERTAIN EURO AND POUNDS STERLING NOTESThe Royal Bank of Scotland plc (the 'Offeror') has today invited Holders of the notes listed below (the 'Notes') to tender their Notes 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 17 November 2015 (the 'Tender Offer Memorandum'). Capitalised terms used but not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below.
Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offers.€2,000,000,000
4.875 per cent.
Notes due 2017
XS0480133338 / 048013333
€1,340,854,000 N/A N/A 0.000% Any and all
£519,943,000 6.00
per cent. Notes due XS0497707744/
£334,430,000
1¾ per cent. UK Treasury Stock due 2017 (ISIN:
85 bps N/A
2017
049770774
GB00B3Z3K594)
£924,613,000 7.50
per cent. Notes due XS0423325181/
£888,225,000
2¾ per cent. UK Treasury Stock due 2024 (ISIN:
115 bps N/A
2024
£739,033,000
6.875 per cent.
Notes due 2025
042332518
XS0497709286 / 049770928
£572,260,000
GB00BHBFH458)
5 per cent. UK Treasury Stock due 2025 (ISIN: GB0030880693)
115 bps N/A
Any and all
£125,000,000
6.375 per cent. Notes due 2028
XS0107382532 /
010738253£125,000,000
6 per cent. UK Treasury Stock due 2028 (ISIN: GB0002404191)
160 bps N/A
The Offeror has today also invited holders of certain U.S. dollar denominated debt securities to tender those securities for purchase (the 'U.S. Tender'). Only the Offers are being made by the Tender Offer Memorandum, which does not relate to the U.S. Tender.
Through the Offers and the U.S. Tender, the Offeror intends to manage its overall liability composition and mix for value. In this regard, it considers
future interest expense with reference to its balance sheet whilst maintaining a prudent approach to liquidity and costs.
Purchase Prices and Accrued Interest PaymentsIn respect of each Series, the Offeror will pay for any Notes of the relevant Series validly tendered and accepted by the Offeror for purchase, pursuant to the relevant Offer, a purchase price (each a 'Purchase Price') to be determined at or around 11.00 a.m. (London time) (the 'Pricing Time') on 25 November 2015 (the 'Pricing Date') in a manner described in the Tender Offer Memorandum by reference to:
in respect of the Euro Notes, the fixed purchase yield of 0.000 per cent. (the 'Euro Purchase Yield'); and
in respect of each Series of the Sterling Notes, the annualised sum (such annualised sum, in respect of each relevant Series of Sterling
Notes, the 'Sterling Purchase Yield') of:
the relevant Sterling Purchase Spread specified in the table above; and
the relevant Benchmark Security Rate.
Each Purchase Price will be determined in accordance with market convention and expressed as a percentage of the principal amount of the Notes of the relevant Series accepted for purchase pursuant to the relevant Offer, and is intended to reflect a yield to maturity of the Notes of the relevant Series on the Settlement Date based on the relevant Purchase Yield. Specifically, the Purchase Price applicable to the Notes of a particular Series will equal (a) the value of all remaining payments of principal and interest on the relevant Series up to and including the scheduled maturity date of the relevant Series, discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (b) Accrued Interest for such Series.
The Offeror will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers.
No ScalingIn respect of any Series, if the Offeror decides to accept valid tenders of any Notes of such Series for purchase pursuant to the relevant Offer it will accept for purchase all of the Notes of such Series that are validly tendered, with no pro rata scaling.
GeneralIn respect of all Offers, Tender Instructions must be submitted in respect of a minimum principal amount of Notes of the relevant Series of no less than the minimum denomination for such Series and may thereafter be submitted in integral multiples of the relevant amount in each case as set out in the Tender Offer Memorandum.
Notes that are not tendered or accepted for purchase pursuant to the relevant Offer will remain outstanding.
The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum). Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.
Offer Period and Offer ResultsThe Offers commenced today, 17 November 2015 and will end at 4.00 p.m. (London time) on 24 November 2015 (the 'Expiration Deadline') The relevant deadline set by any intermediary or each Clearing System will be earlier than this deadline.
The Offeror will announce, as soon as reasonably practicable after the Pricing Time on the Pricing Date, its decision of whether to accept valid tenders of Notes pursuant to all or any of the Offers and, if so accepted, (i) in respect of each Series of Notes so accepted, the aggregate principal amount of Notes of the relevant Series so accepted and the relevant Purchase Price and (ii) in respect of each Series of Sterling Notes so accepted, the relevant Sterling Purchase Yield and the relevant Benchmark Security Rate.
Payment of the relevant Purchase Price and applicable Accrued Interest is expected to take place on 30 November 2015.
In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to the relevant Offer, Holders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline.
Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum. A separate Tender Instruction must be completed in respect of each Series.
Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication through RNS and, in respect of the Sterling Notes due 2028, a Euronext Amsterdam Announcement and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made (a) on the relevant Reuters Insider Screen, (b) by the issue of a press release to a Notifying News Service and/or (c) by publication on the Offeror's website. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are set out at the end of this announcement.
The times and dates below are indicative only. This timetable is subject to change and dates and times may be extended, reopened or amended by the Offeror in accordance with the terms of the Offers as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ from the timetable below.
(All times are London time)
Commencement of the Offers
Offers announced. Tender Offer Memorandum available from the Tender Agent.
17 November 2015
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Holders to be able to participate in the Offers.
4.00 p.m. on 24 November 2015
Pricing Time and Pricing Date
Determination of the Benchmark Security Rates, each Sterling Purchase Yield and each Purchase Price.
At or around 11.00 a.m. on 25 November 2015
Announcement of Results and Pricing
Announcement of whether the Offeror will accept valid tenders of Notes pursuant to all or any of the Offers and, if so accepted, (i) in respect of each Series of Notes so accepted, the aggregate principal amount of Notes of the relevant Series so accepted and the relevant Purchase Price and (ii) in respect of each Series of Sterling Notes so accepted, the relevant Sterling Purchase Yield and the relevant Benchmark Security Rate.
As soon as reasonably practicable after the Pricing Time on the Pricing Date
Settlement Date
Expected Settlement Date for the Offers. 30 November 2015
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer before the deadlines specified above.
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 and Deutsche Bank AG, London Branch and UBS Limited have been appointed as Joint Dealer Managers (together with the Global Arranger and Lead Dealer Manager, the 'Dealer Managers') in connection with the Offers.
Requests for information and for any documents or materials relating to the Offers should be directed to:
135 Bishopsgate
London EC2M 3UR
Telephone: +44 20 7085 3781 Attention: Liability Management Email: liability.management@rbs.com
Winchester House
1 Great Winchester Street London EC2N 2DB
1 Finsbury Avenue London EC2M 2PP
Tel: +44 20 7545 8011
Attention: Liability Management Group Email: liability.management@db.com
Tel: +44 20 7568 2133
Attention: Liability Management Group Email: OL-liabilitymanagement.eu@ubs.com
Requests for information in relation to the procedures for tendering Notes in, and for any documents or materials relating to, the Offers should be directed to:
Leroy House 436 Essex Road London N1 3QP
Telephone: +44 20 7704 0880 Attention: David Shilson Email: rbs@lucid-is.com
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Offers. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offers. None of the Offeror, the Dealer Managers, the Tender Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Offers.
OFFER AND DISTRIBUTION RESTRICTIONSThis announcement and the Tender Offer Memorandum do not constitute an offer or an invitation to participate in the Offers in the United States or in any other jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and/or 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.
United StatesThe Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a person located in the United States or any agent, fiduciary or other intermediary acting on a non- discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Notes participating in an Offer will represent that it is not located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above paragraph, 'United States' means the United States of America, 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 of America and the District of Columbia.
United KingdomThis announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the 'FSMA'). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (i) those persons who are existing members or creditors of the Offeror or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and (ii) any other persons to whom these documents and/or materials may lawfully be communicated.
Neither this announcement nor the Tender Offer Memorandum is addressed to or directed at any other person, including any retail clients within the meaning of the rules, regulations and guidance issued by the Financial Conduct Authority and such other persons should not act or rely upon it.
BelgiumNone of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit financiële diensten en markten) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than 'qualified investors' in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This announcement and/or the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and/or the Tender Offer Memorandum may not be used for
any other purpose or disclosed to any other person in Belgium.
FranceThe Offers are not being made, directly or indirectly, to the public in the Republic of France ('France'). None of this announcement, the Tender Offer Memorandum or any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offers. Neither this announcement nor the Tender Offer Memorandum has been or will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
ItalyNone of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ('CONSOB') pursuant to Italian laws and regulations.
Each Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the 'Financial Services Act') and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.
SwitzerlandNone of this announcement, the Tender Offer Memorandum or any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Offers. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Offers.
GeneralThe Offers do not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offers to be made by a licensed broker or dealer and any of the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Offers shall be deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Holder participating in an Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in 'Procedures for Participating in the Offers' in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to an Offer from a Holder that is unable to make these representations may be rejected. Each of the Offeror, the Dealer Managers and the Tender Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender may be rejected.
This information is provided by RNS
The company news service from the London Stock Exchange
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