Royal Bank of Scotland : Tender Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. SEE FURTHER 'OFFER AND DISTRIBUTION RESTRICTIONS' BELOW. THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

THE ROYAL BANK OF SCOTLAND N.V.
ANNOUNCES CASH TENDER OFFERS

May 15, 2017 - The Royal Bank of Scotland N.V. (the 'Offeror') announces that it has today launched invitations to holders of certain securities set out in the table below (the 'Securities'), issued by the Offeror, to tender any and all such Securities for purchase by the Offeror (the 'Offers'), subject to applicable offer and distribution restrictions.

Capitalized terms used but not defined herein shall have the meanings given to them in the tender offer memorandum dated May 15, 2017 (the 'Tender Offer Memorandum'), which is available, subject to certain restrictions, from the Tender Agent whose contact details are set out at the end of this announcement.

Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offers.

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(1) CUSIP: 00080QAA3 / N02627AR3 / 00080QAB1.

(2) Per U.S.$1,000 in principal amount of Securities accepted for purchase.

(3) Per €1,000 in principal amount of Securities accepted for purchase.

The Offers are part of the Group's and the Offeror's ongoing active management and optimisation of its capital structure. This includes the Offeror's target to decrease the financial and regulatory risk of its business as it considers its potential future strategic use to the Group. The Offers are open for 20 business days to enable all investors an equal opportunity to participate and provide liquidity to the holders of the Securities accepted in the Offers.

The Offers are being made upon the terms and subject to the general conditions set forth in the Tender Offer Memorandum. The Offers will expire at 11:59 p.m., New York City time, on June 12, 2017, unless extended, withdrawn, re-opened or earlier terminated (such time and date, as the same may be extended or re-opened, the 'Expiration Deadline'). Holders must validly tender and not withdraw their Securities prior to the Expiration Deadline in order to be eligible to receive the Tender Offer Consideration (as defined herein) for their Securities. Securities tendered may be withdrawn at any time prior to the Expiration Deadline but not thereafter.

Subject to the terms and conditions of the Offers, the Offeror will accept for purchase any and all Securities of the relevant Series validly offered for purchase, as further described in the Tender Offer Memorandum.

The consideration payable for Securities that are purchased pursuant to the Offers will be a price per U.S.$1,000 or €1,000 (as applicable) in principal amount of Securities of the relevant Series validly tendered pursuant to the Offers at or prior to the Expiration Deadline, as set out in the table above (the 'Tender Offer Consideration'). The Tender Offer Consideration will be payable in cash. In addition, holders who validly tender Securities that are accepted for purchase will receive a cash payment representing the Accrued Interest on those Securities. Upon completion of the Offers, Securities accepted for purchase will be delivered to the Offeror for cancellation.

Payment in respect of Securities purchased pursuant to the Offers will be made on the Settlement Date. Assuming that the general conditions to the Offers are satisfied or waived, the Offeror expects that the Settlement Date will be June 15, 2017. No tenders submitted after the Expiration Deadline will be valid.

The Offeror's obligation to accept for payment and to pay for the Securities validly tendered in the Offers is subject to the satisfaction or waiver of the general conditions set out in the Tender Offer Memorandum. In respect of each Offer, the Offeror reserves the right, subject to applicable law, to: (i) waive any and all of the conditions to the Offer; (ii) extend or terminate the Offer; or (iii) otherwise amend the Offer in any respect.

INDICATIVE TIMETABLE

The following table sets out the expected dates and times of the key events relating to the Offers. This is an indicative timetable and is subject to change.

The above dates and times are subject, where applicable, to the right of the Offeror to extend, amend, and/or terminate the Offers, subject to applicable laws. Holders of Securities are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would require to receive instructions from a Holder in order for that Holder to be able to participate in, or revoke their instruction to participate in, the Offers before the deadlines specified above.

Announcements in connection with the Offers will be made by the issue of a press release through a Notifying News Service, by the delivery of any required Stock Exchange Notices and by the delivery of notices to the relevant Clearing System for communication to Direct Participants. Copies of all such announcements, press releases and notices will also be available from the Tender Agent, the contact details for whom are set out below.

Withdrawal Rights

Holders may withdraw validly tendered Securities at any time prior to the Expiration Deadline, but not afterwards. If the Offers are terminated without any Securities being purchased pursuant to the Offers, whether before or after the Expiration Deadline, the Offeror will promptly return the Securities tendered pursuant to such Offer to the tendering Holder. Tendered Securities may only be withdrawn in Authorized Denominations and the principal amount of Securities that remain tendered must be equal to not less than the relevant Minimum Denomination.

Further Information

The Offeror has retained The Royal Bank of Scotland plc (trading as NatWest Markets), an affiliate of the Offeror, to act as Global Arranger and Lead Dealer Manager, ABN AMRO Bank N.V., ABN AMRO Securities (USA) LLC, ING Bank N.V., ING Financial Markets LLC and RBS Securities Inc. (marketing name NatWest Markets), an affiliate of the Offeror, to act (together with the Global Arranger and Lead Dealer Manager) as Dealer Managers and Lucid Issuer Services Limited to act as Tender Agent, in connection with the Offers.

Copies of the Tender Offer Memorandum and any related offering materials are available by contacting the Tender Agent at: Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk, London WC1H 8HA, United Kingdom, Attention: Paul Kamminga, Email: rbs@lucid-is.com, Tel: +44 (0) 20 7704 0880.

Any questions in relation to the Offers or requests for assistance in connection with the Tender Offer Memorandum may be directed to the Dealer Managers at:

This announcement shall not constitute an offer to sell, a solicitation to buy or an offer to purchase any Securities. The Offers are being made only pursuant to the Tender Offer Memorandum and only in such jurisdictions as is permitted under applicable law.

This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Scott Forrest, Head of DCM and Capital Strategy for The Royal Bank of Scotland Group.

DISCLAIMER

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 a relevant Offer. If any holder of Securities 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, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in a relevant Offer. 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 Securities should participate in the relevant Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum do not constitute an offer or an invitation to participate in the Offers in any 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 laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement 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 Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers has not been approved by an authorized 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(1) of the FSMA on the basis that it is only directed at and may only be communicated to (1) those persons who are existing members or creditors of the Offeror or other persons within Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) any other persons to whom such documents and/or materials may lawfully be communicated in circumstances in which section 21(1) of the FSMA does not apply to the Offeror.

Belgium

Neither this announcement, the Tender Offer Memorandum nor 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 voor 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 April 1, 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 neither this announcement, the Tender Offer Memorandum nor 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 June 16, 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 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 the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offers are not being made, directly or indirectly, to the public in France. Neither this announcement, the Tender Offer Memorandum nor any other documents or offering materials 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) acting for their own account, other than individuals, 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. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ('CONSOB'), pursuant to applicable Italian laws and regulations.

The Offers are being carried out in the Republic of Italy ('Italy') as an exempted offer pursuant to article 101- bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the 'Financial Services Act') and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the 'CONSOB Regulation'). The Offers are also being carried out in compliance with article 35-bis, paragraph 7 of the CONSOB Regulation.

Holders or beneficial owners of the Securities located in Italy can offer the Securities through authorized 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 October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 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 Securities or the Offers.

General

The Offers do not constitute an offer to buy or the solicitation of an offer to sell Securities 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.

Each Holder participating in an Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in 'Procedures for Participating in the Offers' in the Tender Offer Memorandum. Any tender of Securities 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 Securities 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.

Legal Entity Identifier: X3CZP3CK64YBHON1LE12