Bail-In Power. The Notes may be subject to the U.K. bail-in power as described in the Prospectus. Sinking Fund Provisions: No sinking fund provisions. Closing location for delivery of Notes: Offices of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ London LLP, 5 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Names and addresses of Representatives: Designated Representatives: [ ] Address for Notices: [ ] CUSIP: [ ] ISIN: [ ] Stock Exchange Listing: The Company intends to apply to list the Notes on the New York Stock Exchange in accordance with its rules. Other Terms: The Notes will have additional terms as more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture. Nil Nil Issuer The Royal Bank of Scotland Group plc Securities $2,650,000,000 aggregate principal amount of 3.875% Senior Notes due 2023 (the “Senior Notes”). Ranking The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu without any preference among themselves, equally with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law. Specified Currency USD Issue Size $2,650,000,000 Issue Price 99.970% Trade Date September 7, 2016 Settlement Date September 12, 2016 (T+3) Maturity September 12, 2023 Coupon 3.875% per annum Call Option Not applicable Interest Payment Dates Semi-annually on each 12th day of March and September, commencing on March 12, 2017, up to and including September 12, 2023 Interest Payment Record Dates On the 24th day of each February and August, commencing on February 24, 2017 Format SEC-registered US Treasury Benchmark 1.375% due August 31, 2023 US Treasury Benchmark Yield 1.380% Re-Offer Yield 3.880% Re-Offer Spread to UST T+250 bps Underwriting Discount 0.375% All-in price 99.595% Proceeds, before expenses, to the Issuer $2,639,267,500 Day Count 30/360 Day Count Convention Following, unadjusted Business Days New York and London Agreement with Respect to the Exercise of U.K. Bail-in Notwithstanding any other agreements, arrangements, or understandings between RBSG and any holder or beneficial owner of the Senior Notes, by its acquisition of Power the Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority. For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group (as defined in the prospectus supplement), including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking A▇▇ ▇▇▇▇, as the same has been or may be amended from time to time (whether pursuant to the Financial Services (Banking Reform) A▇▇ ▇▇▇▇ (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power. Repayment of Principal and Payment of Interest After Exercise of U.K. Bail-in Power No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by RBSG under the laws and regulations of the United Kingdom and the European Union applicable to RBSG or other members of the Group.
Appears in 1 contract
Sources: Underwriting Agreement (Royal Bank of Scotland Group PLC)
Bail-In Power. The Senior Notes may be subject to the U.K. bail-in power as described in the Prospectus. Sinking Fund Provisions: No sinking fund provisions. Closing location for delivery of Senior Notes: Offices of D▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇▇ London LLP, 5 ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Names and addresses of Representatives: Designated Representatives: [ ] Address for Notices: [ ] CUSIP: [ ] for the Fixed Reset Rate Notes [ ] for the Floating Rate Notes ISIN: [ ] for the Fixed Reset Rate Notes [ ] for the Floating Rate Notes Stock Exchange Listing: The Company intends to apply to list the each series of Senior Notes on the New York Stock Exchange in accordance with its rules. Other Terms: The Senior Notes will have additional terms as more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture. Nil Nil Free Writing Prospectus dated August 12, 2024 (to Prospectus dated January 11, 2022, and Preliminary Prospectus Supplement dated August 12, 2024) Issuer The Royal Bank of Scotland NatWest Group plc (“NWG”) Securities $2,650,000,000 aggregate principal amount of 3.8751,250,000,000 4.964% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2023 2030 (the “Fixed Reset Rate Notes”) and $500,000,000 Senior Callable Floating Rate Notes due 2028 (the “Floating Rate Notes” and, together with the Fixed Reset Rate Notes, the “Senior Notes”). Ranking The Senior Notes of each series will constitute our NWG’s direct, unconditional, unsecured and unsubordinated obligations ranking pari passu without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligationsobligations of NWG, present and future, except such obligations as are preferred by operation of law. Specified Currency USD Issue Size $2,650,000,000 Issue Price 99.970% Trade Date September 7, 2016 Settlement Date September 12, 2016 (T+3) Maturity September 12, 2023 Coupon 3.875% per annum Call Option Not applicable Interest Payment Dates Semi-annually on each 12th day of March and September, commencing on March 12, 2017, up to and including September 12, 2023 Interest Payment Record Dates On the 24th day of each February and August, commencing on February 24, 2017 Format SEC-registered US Treasury Benchmark 1.375% due August 31, 2023 US Treasury Benchmark Yield 1.380% Re-Offer Yield 3.880% Re-Offer Spread to UST T+250 bps Underwriting Discount 0.375% All-in price 99.595% Proceeds, before expenses, to the Issuer $2,639,267,500 Day Count 30/360 Day Count Convention Following, unadjusted Business Days New York and London Agreement with Respect to the Exercise of U.K. Bail-in Notwithstanding any other agreements, arrangements, or understandings between RBSG and any holder or beneficial owner of the Senior Notes, by its acquisition of Power the Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority. For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group (as defined in the prospectus supplement), including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking A▇▇ ▇▇▇▇, as the same has been or may be amended from time to time (whether pursuant to the Financial Services (Banking Reform) A▇▇ ▇▇▇▇ (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power. Repayment of Principal and Payment of Interest After Exercise of U.K. Bail-in Power No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by RBSG under the laws and regulations of the United Kingdom and the European Union applicable to RBSG or other members of the Group.Specified Currency USD
Appears in 1 contract
Bail-In Power. The Notes may be subject to the U.K. bail-in power as described in the Prospectus. Sinking Fund Provisions: No sinking fund provisions. Closing location for delivery of Notes: Offices of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ London LLP, 5 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Names and addresses of Representatives: Designated Representatives: [ ] Address for Notices: [ ] CUSIP: [ ] ISIN: [ ] Stock Exchange Listing: The Company intends to apply to list the Notes on the New York Stock Exchange in accordance with its rules. Other Terms: The Notes will have additional terms as more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture. Nil Nil Free Writing Prospectus dated February 28, 2024 (to Prospectus dated January 11, 2022, and Preliminary Prospectus Supplement dated February 28, 2024) Issuer The Royal Bank of Scotland NatWest Group plc (“NWG”) Securities $2,650,000,000 1,000,000,000 aggregate principal amount of 3.875% Senior Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2023 2034 (the “Senior Subordinated Notes”). Ranking The Senior Subordinated Notes will constitute our NWG’s direct, unconditional, unsecured and unsubordinated subordinated obligations ranking pari passu passu, without any preference among themselves, equally with all our other outstanding and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated obligationsindebtedness. In a winding up or in the event that an administrator has been appointed in respect of NWG and notice has been given that it intends to declare and distribute a dividend, present all amounts due in respect of or arising under the Subordinated Notes will be subordinated to, and futuresubject in right of payment to the prior payment in full of, except such obligations all claims of all Senior Creditors (as are preferred by operation of lawdefined in the preliminary prospectus supplement). Format SEC-registered Specified Currency USD Issue Size $2,650,000,000 Issue Price 99.970% 1,000,000,000 Trade Date September 7February 28, 2016 Settlement 2024 Issue Date September 12March 1, 2016 2024 (T+3T+2) Maturity September 12June 1, 2023 2034 Coupon 3.875From (and including) the Issue Date to (but excluding) the Reset Date (as defined below), interest on the Subordinated Notes will be payable at a rate of 6.475% per annum. From (and including) the Reset Date to (but excluding) Maturity, interest on the Subordinated Notes will be payable at a rate per annum Call Option Not equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent (both terms as defined in the preliminary prospectus supplement) on the Reset Determination Date (as defined below), plus 2.200%. The determination of the applicable U.S. Treasury Rate is subject to the provisions set forth under “Description of the Subordinated Notes—Interest—Determination of the U.S. Treasury Rate” in the preliminary prospectus supplement. Interest Payment Dates SemiInterest on the Subordinated Notes will be payable semi-annually in arrear on each 12th day of March June 1 and September, commencing on March 12, 2017, up to and including September 12, 2023 Interest Payment Record Dates On the 24th day December 1 of each February and Augustyear, commencing beginning on February 24June 1, 2017 Format SEC-registered US Treasury Benchmark 1.375% due August 312024 (short first coupon) Reset Date June 1, 2023 US Treasury Benchmark Yield 1.380% Re-Offer Yield 3.880% Re-Offer Spread to UST T+250 bps Underwriting Discount 0.375% All-in price 99.595% Proceeds, before expenses, to 2029 Reset Determination Date The second business day immediately preceding the Issuer $2,639,267,500 Day Count 30/360 Reset Date Day Count Convention 30/360 (Following, unadjusted unadjusted) Business Days New York and London Agreement with Respect US Treasury Benchmark 4.000% due January 31, 2029 US Treasury Benchmark Yield 4.275% Fixed Rate Spread to the Exercise of U.K. BailBenchmark Treasury T+ 220bps Re-in Notwithstanding any other agreements, arrangements, or understandings between RBSG and any holder or beneficial owner of the Senior Notes, by its acquisition of Power the Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all, or a portion, offer Yield 6.475% Issue Price 100.000% of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bailGross Proceeds $1,000,000,000 All-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority. For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group Price 99.630% Fees 0.370% Net Proceeds (as defined in the prospectus supplement), including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking A▇▇ ▇▇▇▇, as the same has been or may be amended from time to time (whether pursuant to the Financial Services (Banking Reformbefore expenses) A▇▇ ▇▇▇▇ (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power. Repayment of Principal and Payment of Interest After Exercise of U.K. Bail-in Power No repayment $996,300,000 Redemption Price 100.000% of the principal amount of the Senior Subordinated Notes or payment Optional Redemption Period Any day falling in the period from (and including) March 1, 2029 to (and including) the Reset Date (3-month par call) Redemption The Subordinated Notes are not redeemable at the option of the holders at any time. NWG may redeem the Subordinated Notes at its sole discretion, in whole but not in part, on any date falling in the Optional Redemption Period at 100% of their principal amount together with any accrued but unpaid interest on to, but excluding, the Senior date of redemption. In addition, NWG may redeem the Subordinated Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unlessits sole discretion, in whole but not in part, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the time that such repayment date of redemption, upon the occurrence of certain tax or payment, respectively, is scheduled to become due, such repayment regulatory events as described in the preliminary prospectus supplement and the accompanying prospectus. Any redemption or payment would be permitted to be made by RBSG under the laws and regulations repurchase of the United Kingdom Subordinated Notes is subject to the provisions described under “Description of the Subordinated Notes—Tax Redemption”, “Description of the Subordinated Notes—Capital Disqualification Event Redemption” and “Description of the European Union Subordinated Notes—Conditions to Redemption and Repurchase” in the preliminary prospectus supplement.
(1) it has given such notice to the PRA (as defined in the preliminary prospectus supplement) as the PRA may then require before NWG become committed to the proposed redemption or repurchase, and (2) the PRA has granted permission for NWG to make such redemption or repurchase and it has complied with any other requirements of the Capital Regulations and/or the PRA applicable to RBSG such redemptions or other members repurchases at the time, as described in the preliminary prospectus supplement under “Description of the Group.Subordinated Notes—
Appears in 1 contract
Bail-In Power. The Senior Notes may be subject to the U.K. bail-in power as described in the Prospectus. Sinking Fund Provisions: No sinking fund provisions. Closing location for delivery of Senior Notes: Offices of D▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇▇ London LLP, 5 ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Names and addresses of Representatives: Designated Representatives: [ ] Address for Notices: [ ] CUSIP: [ ] ISIN: [ ] Stock Exchange Listing: The Company intends to apply to list the Senior Notes on the New York Stock Exchange in accordance with its rules. Other Terms: The Senior Notes will have additional terms as more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture. Nil Nil Free Writing Prospectus dated June 8, 2023 (to Prospectus dated January 11, 2022, and Preliminary Prospectus Supplement dated June 8, 2023) Issuer The Royal Bank of Scotland NatWest Group plc (“NWG”) Securities $2,650,000,000 aggregate principal amount of 3.8751,250,000,000 5.808% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2023 2029 (the “Senior Notes”). ) Ranking The Senior Notes will constitute our NWG’s direct, unconditional, unsecured and unsubordinated obligations ranking pari passu without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligationsobligations of NWG, present and future, except such obligations as are preferred by operation of law. Format SEC-registered Specified Currency USD Issue Size $2,650,000,000 Issue Price 99.970% 1,250,000,000 Trade Date September 7June 8, 2016 2023 Settlement Date September 12June 13, 2016 2023 (T+3) Maturity September 1213, 2023 2029 Coupon 3.875From (and including) the Issue Date to (but excluding) September 13, 2028 (the “Reset Date”), interest on the Senior Notes will be payable at a rate of 5.808% per annum. From (and including) the Reset Date to (but excluding) maturity (the “Reset Period”), interest on the Senior Notes will be payable at a rate per annum Call Option Not equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent (both terms as defined in the preliminary prospectus supplement) on the Reset Determination Date, plus 1.950%. The determination of the applicable U.S. Treasury Rate is subject to the provisions set forth under “Description of the Senior Notes—Interest—Determination of the U.S. Treasury Rate” in the preliminary prospectus supplement. Interest Payment Dates SemiInterest on the Senior Notes will be payable semi-annually on each 12th day of March and September, commencing in arrear on March 1213 and September 13 of each year, 2017, up to and including beginning on September 1213, 2023 Interest Payment Record Dates On (short first coupon) Reset Date September 13, 2028 Reset Determination Date The second business day immediately preceding the 24th day of each February and August, commencing on February 24, 2017 Format SEC-registered US Treasury Benchmark 1.375% due August 31, 2023 US Treasury Benchmark Yield 1.380% Re-Offer Yield 3.880% Re-Offer Spread to UST T+250 bps Underwriting Discount 0.375% All-in price 99.595% Proceeds, before expenses, to the Issuer $2,639,267,500 Day Count 30/360 Reset Date Day Count Convention 30/360 (Following, unadjusted unadjusted) Business Days New York and London Agreement with Respect US Treasury Benchmark 3.625% due May 31, 2028 US Treasury Benchmark Yield 3.858% Fixed Rate Spread to the Exercise of U.K. BailBenchmark Treasury T+ 195bps Re-offer Yield 5.808% Issue Price 100.000% Gross Proceeds $1,250,000,000 All-in Notwithstanding any other agreements, arrangements, or understandings between RBSG and any holder or beneficial owner of the Senior Notes, by its acquisition of Power the Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in Price 99.750% Fees 0.250% Net Proceeds (ibefore expenses) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority. For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group (as defined in the prospectus supplement), including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking A▇▇ ▇▇▇▇, as the same has been or may be amended from time to time (whether pursuant to the Financial Services (Banking Reform) A▇▇ ▇▇▇▇ (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power. Repayment of Principal and Payment of Interest After Exercise of U.K. Bail-in Power No repayment $1,246,875,000 Redemption Price 100.000% of the principal amount of the Senior Notes or payment of interest on Optional Redemption Date September 13, 2028 Optional Redemption NWG may redeem the Senior Notes shall become due at its sole discretion, in whole but not in part, on September 13, 2028 at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption. In addition, NWG may redeem the Senior Notes, in whole but not in part, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption, upon the occurrence of certain tax or regulatory events as described in the preliminary prospectus supplement and payable after the exercise accompanying prospectus. Any redemption or repurchase of the Senior Notes is subject to the provisions described under “Description of the Senior Notes—Tax Redemption”, “Description of the Senior Notes—Loss Absorption Disqualification Event Redemption” and “Description of the Senior Notes—Conditions to Redemption and Repurchase” in the preliminary prospectus supplement. The Senior Notes will not be redeemable at the option of the holders at any U.K. bail-time. Redemption and Repurchase Conditions Notwithstanding any other provision, NWG may only redeem the Senior Notes prior to the maturity date or repurchase the Senior Notes (and give notice thereof to the holders of Senior Notes in power the case of redemption) if we have obtained the prior consent of the PRA (as defined in the preliminary prospectus supplement), to the extent such consent is at the relevant time and in the relevant circumstances required (if at all) by the relevant U.K. resolution authority unlessLoss Absorption Regulations (as defined in the prospectus supplement) or applicable laws or regulations in effect in the United Kingdom, if at all, as described in the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by RBSG prospectus supplement under the laws and regulations “Description of the United Kingdom and the European Union applicable to RBSG or other members of the GroupSenior Notes”.
Appears in 1 contract
Bail-In Power. The Notes may be subject to the U.K. bail-in power as described in the Prospectus. Sinking Fund Provisions: No sinking fund provisions. Closing location for delivery of Notes: Offices of D▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇▇ London LLP, 5 ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Names and addresses of Representatives: Designated Representatives: [ ] Address for Notices: [ ] CUSIP: [ ] for the Notes ISIN: [ ] for the Notes Stock Exchange Listing: The Company intends to apply to list the Notes on the New York Stock Exchange in accordance with its rules. Other Terms: The Notes will have additional terms as more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture. Nil Nil Free Writing Prospectus dated May 2, 2019 (to Prospectus dated December 13, 2017 and Preliminary Prospectus Supplement dated May 2, 2019) Filed pursuant to Rule 433 Registration Statement No. 333- 222022 Issuer The Royal Bank of Scotland Group plc (“RBSG”) Securities $2,650,000,000 1,250,000,000 aggregate principal amount of 3.8754.445% Fixed Rate/Floating Rate Senior Notes due 2023 2030 (the “Senior Notes”). Ranking The Senior Notes will constitute our RBSG’s direct, unconditional, unsecured and unsubordinated obligations ranking pari passu without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligationsobligations of RBSG, present and future, except such obligations as are preferred by operation of law. Format SEC-registered Specified Currency USD Issue Size $2,650,000,000 Issue Price 99.970% 1,250,000,000 Trade Date September 7May 2, 2016 2019 Settlement Date September 12May 8, 2016 (T+3) 2019 Maturity September 12May 8, 2023 2030 Fixed Rate Coupon 3.8754.445% per annum Call Option Not applicable Interest Payment Dates accruing from and including the Settlement Date to, but excluding, May 8, 2029 (the “Optional Redemption Date”) (the “Fixed Rate Period”). Fixed Rate Coupon Frequency Semi-annually on each 12th day of March and Septemberin arrear commencing from November 8, commencing on March 12, 2017, up 2019 to and including September 12the Optional Redemption Date. Floating Rate Coupon Three-month U.S. dollar LIBOR plus 1.871% per annum, 2023 Interest Payment Record Dates On accruing from the 24th day Optional Redemption Date to, but excluding the Maturity Date (the “Floating Rate Period”). The determination of each February and August, commencing on February 24, 2017 Format SEC-registered US Treasury Benchmark 1.375% due August 31, 2023 US Treasury Benchmark Yield 1.380% Re-Offer Yield 3.880% Re-Offer Spread to UST T+250 bps Underwriting Discount 0.375% All-in price 99.595% Proceeds, before expenses, LIBOR is subject to the Issuer $2,639,267,500 Day Count 30/360 Day Count Convention Following, unadjusted Business Days New York and London Agreement with Respect to the Exercise of U.K. Bail-in Notwithstanding any other agreements, arrangements, or understandings between RBSG and any holder or beneficial owner provisions/circumstances set forth under “Description of the Senior Notes—Interest —LIBOR Discontinuation” in the prospectus supplement. Floating Rate Coupon Frequency Quarterly in arrear commencing from August 8, by its acquisition 2029 to and including the Maturity Date. Interest Payment Dates During the Fixed Rate Period, interest will be payable semi-annually in arrear on May 8 and November 8 of Power each year, commencing on November 8, 2019. During the Senior NotesFloating Rate Period, each holder interest will be payable quarterly in arrear on August 8, 2029, November 8, 2029, February 8, 2030 and beneficial owner of the Senior Notes acknowledgesMaturity Date. Interest Reset Dates The Optional Redemption Date, acceptsAugust 8, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all2029, or a portionNovember 8, of the principal amount of2029, or interest onFebruary 8, the Senior Notes; (ii) the conversion of all2030, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due beginning on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in powerOptional Redemption Date. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority. For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, Interest Determination Dates The second London banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group day (as defined in the prospectus supplement) preceding each applicable Interest Reset Date. Day Count Convention During the Fixed Rate Period 30/360 (Following, unadjusted) During the Floating Rate Period, Actual/360 (Modified following) Business Days New York and London US Treasury Benchmark T 2.625% due February 15, 2029 US Treasury Benchmark Yield 2.545% Fixed Rate Spread to Benchmark Treasury T+ 190 bps Floating Rate Pricing Benchmark Three-month U.S. dollar LIBOR, (Reuters LIBOR01), including but not limited modified following, adjusted. The determination of LIBOR is subject to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation provisions/circumstances set forth under “Description of the European Parliament and of Senior Notes—Interest—LIBOR Discontinuation” in the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking A▇▇ ▇▇▇▇, as the same has been or may be amended from time prospectus supplement. Floating Rate Spread to time Benchmark +187.1 bps Re-Offer Yield 4.445% Issue Price 100.000% Gross Proceeds $1,250,000,000 All in Price 99.650% Fees 0.350% Net Proceeds (whether pursuant to the Financial Services (Banking Reformbefore expenses) A▇▇ ▇▇▇▇ (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power. Repayment of Principal and Payment of Interest After Exercise of U.K. Bail-in Power No repayment $1,245,625,000 Redemption Price 100.000% of the principal amount of the Senior Notes or payment Redemption The Senior Notes are not redeemable at the option of interest on the holders at any time. RBSG may redeem the Senior Notes shall become due and payable after at its sole discretion, in whole but not in part on the exercise Optional Redemption Date at 100% of their principal amount together with any U.K. bail-accrued but unpaid interest to, but excluding, the date of redemption. In addition, RBSG may redeem the Senior Notes, in power by the relevant U.K. resolution authority unlesswhole but not in part, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the time that such repayment date of redemption, upon the occurrence of certain tax or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by RBSG under regulatory events as described in the laws prospectus supplement and regulations the accompanying prospectus. See “Description of Debt Securities—Redemption,” “Description of the United Kingdom Senior Notes Loss—Absorption Disqualification Event Redemption” and the European Union applicable to RBSG or other members “Description of the GroupSenior Notes—Tax Redemption” in the prospectus supplement.
Appears in 1 contract
Sources: Underwriting Agreement (Royal Bank of Scotland Group PLC)
Bail-In Power. The Notes may be subject to the U.K. bail-in power as described in the Prospectus. Sinking Fund Provisions: No sinking fund provisions. Closing location for delivery of Notes: Offices of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ London LLP, 5 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Names and addresses of Representatives: Designated Representatives: [ ] Address for Notices: [ ] CUSIP: [ ] for the 2028 Notes [ ] for the Green Notes ISIN: [ ] for the 2028 Notes [ ] for the Green Notes Stock Exchange Listing: The Company intends to apply to list the Notes on the New York Stock Exchange in accordance with its rules. Other Terms: The Notes will have additional terms as more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture. Nil Nil RBS Green Bond Allocation Report dated May 2020 Free Writing Prospectus dated May 19, 2020 (to Prospectus dated December 13, 2017 and Preliminary Prospectus Supplement dated May 19, 2020) Filed pursuant to Rule 433 Registration Statement No. 333- 222022 Issuer The Royal Bank of Scotland Group plc (“RBSG”) Securities $2,650,000,000 1,000,000,000 aggregate principal amount of 3.875% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2023 2028 (the “2028 Notes”) and $600,000,000 aggregate principal amount of Senior Callable Fixed-to-Fixed Reset Rate Green Notes due 2024 (the “Green Notes”, and, together with the 2028 Notes, the “Senior Notes”). Ranking The Senior Notes will constitute our RBSG's direct, unconditional, unsecured and unsubordinated obligations ranking pari passu passu, without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligationsobligations of RBSG, present and future, except such obligations as are preferred by operation of law. Format SEC-registered Specified Currency USD Issue Size 2028 Notes: $2,650,000,000 Issue Price 99.970% 1,000,000,000 Green Notes: $600,000,000 Trade Date September 7May 19, 2016 2020 Settlement Date September 12May 22, 2016 2020 (T+3) Maturity September 122028 Notes: May 22, 2023 2028 Green Notes: May 22, 2024 Coupon 3.8752028 Notes: 3.073% per annum Call Option Not accruing from (and including) the Settlement Date to (but excluding) the 2028 Notes Reset Date (as defined below) and from (and including) the 2028 Notes Reset Date to (but excluding) maturity, at a rate per annum equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent (both terms as defined in the prospectus supplement) on the 2028 Reset Determination Date (as defined below), plus 2.550%. Green Notes: 2.359% per annum accruing from (and including) the Settlement Date to (but excluding) the Green Notes Reset Date (as defined below) and from (and including) the Green Notes Reset Date to (but excluding) maturity, at a rate per annum equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent (both terms as defined in the prospectus supplement) on the Green Notes Reset Determination Date (as defined below), plus 2.150%. The determination of the applicable U.S. Treasury Rate is subject to the provisions set forth under “Description of the Senior Notes—Interest—Determination of the U.S. Treasury Rate” in the prospectus supplement. 2028 Notes Interest Payment Dates Date Semi-annually in arrear on May 22 and November 22 of each 12th day of March and Septemberyear, commencing November 22, 2020 to (and including) Maturity. Green Notes Interest Payment Date Semi-annually in arrear on March 12May 22 and November 22 of each year, 2017commencing November 22, up 2020 to (and including September 12including) Maturity. 2028 Notes Reset Date May 22, 2027 Green Notes Reset Date May 22, 2023 Interest Payment Record Dates On 2028 Notes Reset Determination Date The second business day immediately preceding the 24th 2028 Notes Reset Date. Green Notes Reset Determination Date The second business day of each February immediately preceding the Green Notes Reset Date. Day Count Convention 30/360 (Following, unadjusted) Business Days New York and August, commencing on February 24, 2017 Format SEC-registered London US Treasury Benchmark 1.3752028 Notes: T 0.500% due August 31April 30, 2027 Green Notes: T 0.125% due May 15, 2023 US Treasury Benchmark Yield 1.3802028 Notes: 0.523% Green Notes: 0.209% Fixed Rate Spread to Benchmark Treasury 2028 Notes: 255 bps Green Notes: 215 bps Re-Offer Yield 3.8802028 Notes: 3.073% Re-Offer Spread to UST T+250 bps Underwriting Discount 0.375Green Notes: 2.359% All-Issue Price 2028 Notes: 100.000% Green Notes: 100.000% Gross Proceeds 2028 Notes: $1,000,000,000 Green Notes: $600,000,000 All in price 99.595Price 2028 Notes: 99.700% Proceeds, Green Notes: 99.800% Fees 2028 Notes: 0.300% Green Notes: 0.200% Net Proceeds (before expenses, to the Issuer ) 2028 Notes: $2,639,267,500 Day Count 30/360 Day Count Convention Following, unadjusted Business Days New York and London Agreement with Respect to the Exercise of U.K. Bail-in Notwithstanding any other agreements, arrangements, or understandings between RBSG and any holder or beneficial owner of the Senior 997,000,000 Green Notes, by its acquisition of Power the Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority. For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group (as defined in the prospectus supplement), including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking A▇▇ ▇▇▇▇, as the same has been or may be amended from time to time (whether pursuant to the Financial Services (Banking Reform) A▇▇ ▇▇▇▇ (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power. Repayment of Principal and Payment of Interest After Exercise of U.K. Bail-in Power No repayment : $598,800,000 Redemption Price 100.000% of the principal amount of the Senior Notes 2028 Notes Optional Redemption Date May 22, 2027 Green Notes Optional Redemption Date May 22, 2023 Redemption The Senior Notes are not redeemable at the option of the holders at any time. RBSG may redeem the 2028 Notes and the Green Notes at its sole discretion, in whole but not in part, on the 2028 Redemption Date (as defined herein) and the Green Notes Redemption Date (as defined herein) respectively, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption. In addition, RBSG may redeem each series of Senior Notes, in whole but not in part, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption, upon the occurrence of certain tax or payment regulatory events as described in this prospectus supplement and the accompanying prospectus. Any redemption or repurchase of interest on the Senior Notes shall become due and payable after is subject to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by RBSG provisions described under the laws and regulations “Description of the United Kingdom and the European Union applicable to RBSG or other members Senior Notes—Tax Redemption”; “Description of the GroupSenior Notes—Loss Absorption Disqualification Event Redemption” and “Description of the Senior Notes—Conditions to Redemption and Repurchase”.
Appears in 1 contract
Sources: Underwriting Agreement (Royal Bank of Scotland Group PLC)
Bail-In Power. The Notes may be subject to the U.K. bail-in power as described in the Prospectus. Sinking Fund Provisions: No sinking fund provisions. Closing location for delivery of Notes: Offices of D▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇▇ London LLP, 5 ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Names and addresses of Representatives: Designated Representatives: [ ] NatWest Markets Securities Inc. Credit Suisse Securities (USA) LLC Address for Notices: [ ] ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America CUSIP: [ ] 780097 BK6 for the Notes ISIN: [ ] US780097BK63 for the Notes Stock Exchange Listing: The Company intends to apply to list the Notes on the New York Stock Exchange in accordance with its rules. Other Terms: The Notes will have additional terms as more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture. Nil Nil Issuer The Royal Bank of Scotland Group plc (“RBSG”) Securities $2,650,000,000 2,000,000,000 aggregate principal amount of 3.8754.269% Fixed Rate/Floating Rate Senior Notes due 2023 2025 (the “Senior Notes”). Ranking The Senior Notes will constitute our RBSG’s direct, unconditional, unsecured and unsubordinated obligations ranking pari passu without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligationsobligations of RBSG, present and future, except such obligations as are preferred by operation of law. Format SEC-registered Specified Currency USD Issue Size $2,650,000,000 Issue Price 99.970% 2,000,000,000 Trade Date September 7March 19, 2016 2019 Settlement Date September 12March 22, 2016 2019 (T+3) Maturity September 12March 22, 2023 2025 Fixed Rate Coupon 3.8754.269% per annum Call Option Not applicable Interest Payment Dates Semi-annually on each 12th day of March and September, commencing on March 12, 2017, up to accruing from and including September 12, 2023 Interest Payment Record Dates On the 24th day of each February and August, commencing on February 24, 2017 Format SEC-registered US Treasury Benchmark 1.375% due August 31, 2023 US Treasury Benchmark Yield 1.380% Re-Offer Yield 3.880% Re-Offer Spread to UST T+250 bps Underwriting Discount 0.375% All-in price 99.595% Proceeds, before expenses, to the Issuer $2,639,267,500 Day Count 30/360 Day Count Convention Following, unadjusted Business Days New York and London Agreement with Respect to the Exercise of U.K. Bail-in Notwithstanding any other agreements, arrangements, or understandings between RBSG and any holder or beneficial owner of the Senior Notes, by its acquisition of Power the Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject Settlement Date to, and will be variedbut excluding, if necessaryMarch 22, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority. For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group (as defined in the prospectus supplement), including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking A▇▇ ▇▇▇▇, as the same has been or may be amended from time to time (whether pursuant to the Financial Services (Banking Reform) A▇▇ ▇▇▇▇ 2024 (the “Banking Reform Act 2013Optional Redemption Date”) (the “Fixed Rate Period”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power. Repayment of Principal and Payment of Interest After Exercise of U.K. Bail-in Power No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by RBSG under the laws and regulations of the United Kingdom and the European Union applicable to RBSG or other members of the Group.
Appears in 1 contract
Sources: Pricing Agreement (Royal Bank of Scotland Group PLC)
Bail-In Power. The Notes may be subject to the U.K. bail-in power as described in the Prospectus. Sinking Fund Provisions: No sinking fund provisions. Closing location for delivery of Notes: Offices of D▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇▇ London LLP, 5 ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Names and addresses of Representatives: Designated Representatives: [ ] Address for Notices: [ ] CUSIP: [ ] for the Notes ISIN: [ ] for the Notes Stock Exchange Listing: The Company intends to apply to list the Notes on the New York Stock Exchange in accordance with its rules. Other Terms: The Notes will have additional terms as more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture. Nil Nil Free Writing Prospectus dated June 27, 2022 Filed pursuant to Rule 433 (to Prospectus dated January 11, 2022, and Registration Statement No. 333-261837 Preliminary Prospectus Supplement dated June 27, 2022) Issuer The Royal Bank of Scotland NatWest Group plc (“NWG”) Securities $2,650,000,000 aggregate principal amount of 3.8751,000,000,000 5.516% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2023 2028 (the “Senior Notes”). ) Ranking The Senior Notes will constitute our NWG’s direct, unconditional, unsecured and unsubordinated obligations ranking pari passu without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligationsobligations of NWG, present and future, except such obligations as are preferred by operation of law. Format SEC-registered Specified Currency USD Issue Size $2,650,000,000 Issue Price 99.970% 1,000,000,000 Trade Date September 7June 27, 2016 2022 Settlement Date September 12June 30, 2016 2022 (T+3) Maturity September 1230, 2023 2028 Coupon 3.875From (and including) the Issue Date to (but excluding) September 30, 2027 (the “Reset Date”), interest on the Senior Notes will be payable at a rate of 5.516% per annum. From (and including) the Reset Date to (but excluding) maturity (the “Reset Period”), interest on the Senior Notes will be payable at a rate per annum Call Option Not equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent (both terms as defined in the prospectus supplement) on the Reset Determination Date, plus 2.270%. The determination of the applicable U.S. Treasury Rate is subject to the provisions set forth under “Description of the Senior Notes—Interest—Determination of the U.S. Treasury Rate” in the prospectus supplement. Interest Payment Dates SemiInterest on the Senior Notes will be payable semi-annually on each 12th day of March and September, commencing in arrear on March 12, 2017, up to 30 and including September 12, 2023 Interest Payment Record Dates On the 24th day 30 of each February and Augustyear, commencing beginning on February 24September 30, 2017 Format SEC-registered US Treasury Benchmark 1.375% due August 312022 (short first coupon) Reset Date September 30, 2023 US Treasury Benchmark Yield 1.380% Re-Offer Yield 3.880% Re-Offer Spread to UST T+250 bps Underwriting Discount 0.375% All-in price 99.595% Proceeds, before expenses, to 2027 Reset Determination Date The second business day immediately preceding the Issuer $2,639,267,500 Day Count 30/360 Reset Date Day Count Convention 30/360 (Following, unadjusted unadjusted) Business Days New York and London Agreement US Treasury Benchmark 2.625% due May 31, 2027 US Treasury Benchmark Yield 3.246% Fixed Rate Spread to Benchmark Treasury T+ 227bps Re-offer Yield 5.516% Issue Price 100.000% Gross Proceeds $1,000,000,000 All-in Price 99.750% Fees 0.250% Net Proceeds (before expenses) $997,500,000 Redemption Price 100.000% of the principal amount of the Senior Notes Optional Redemption Date September 30, 2027 Redemption NWG may redeem the Senior Notes at its sole discretion, in whole but not in part, on September 30, 2027 (the “Optional Redemption Date”) at 100% of their principal amount together with Respect any accrued but unpaid interest to, but excluding, the date of redemption. In addition, NWG may redeem the Senior Notes, in whole but not in part, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption, upon the occurrence of certain tax or regulatory events as described in this prospectus supplement and the accompanying prospectus. Any redemption or repurchase of the Senior Notes is subject to the Exercise of U.K. Bail-in Notwithstanding any other agreements, arrangements, or understandings between RBSG and any holder or beneficial owner provisions described under “Description of the Senior Notes—Tax Redemption”, by its acquisition of Power the Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity “Description of the Senior Notes, or amendment —Loss Absorption Disqualification Event Redemption” and “Description of the amount of interest due on the Senior Notes, or —Conditions to Redemption and Repurchase”. The Senior Notes will not be redeemable at the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation option of the terms of holders at any time. Redemption and Repurchase Conditions Notwithstanding any other provision, NWG may only redeem the Senior Notes solely to give effect prior to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of maturity date or repurchase the Senior Notes further acknowledges (and agrees that give notice thereof to the rights holders of Senior Notes in the case of redemption) if we have obtained the prior consent of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority. For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group PRA (as defined in the prospectus supplement), including but not limited to any the extent such lawsconsent is at the relevant time and in the relevant circumstances required (if at all) by the Loss Absorption Regulations (as defined in the prospectus supplement) or applicable laws or regulations in effect in the United Kingdom, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking A▇▇ ▇▇▇▇if at all, as described in the same has been or may be amended from time to time (whether pursuant to the Financial Services (Banking Reform) A▇▇ ▇▇▇▇ (the prospectus supplement under “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power. Repayment of Principal and Payment of Interest After Exercise of U.K. Bail-in Power No repayment of the principal amount Description of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by RBSG under the laws and regulations of the United Kingdom and the European Union applicable to RBSG or other members of the GroupNotes”.
Appears in 1 contract
Bail-In Power. The Notes may be subject to the U.K. bail-in power as described in the Prospectus. Sinking Fund Provisions: No sinking fund provisions. Closing location for delivery of Notes: Offices of D▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇▇ London LLP, 5 ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Names and addresses of Representatives: Designated Representatives: [ ] Address for Notices: [ ] CUSIP: [ ] for the Notes ISIN: [ ] for the Notes Stock Exchange Listing: The Company intends to apply to list the Notes on the New York Stock Exchange in accordance with its rules. Other Terms: The Notes will have additional terms as more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture. Nil Nil Issuer The Royal Bank of Scotland Group plc (“RBSG”) Securities $2,650,000,000 2,000,000,000 aggregate principal amount of 3.8754.269% Fixed Rate/Floating Rate Senior Notes due 2023 2025 (the “Senior Notes”). Ranking The Senior Notes will constitute our RBSG’s direct, unconditional, unsecured and unsubordinated obligations ranking pari passu without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligationsobligations of RBSG, present and future, except such obligations as are preferred by operation of law. Format SEC-registered Specified Currency USD Issue Size $2,650,000,000 Issue Price 99.970% 2,000,000,000 Trade Date September 7March 19, 2016 2019 Settlement Date September 12March 22, 2016 2019 (T+3) Maturity September 12March 22, 2023 2025 Fixed Rate Coupon 3.8754.269% per annum Call Option Not applicable Interest Payment Dates Semi-annually on each 12th day of March and September, commencing on March 12, 2017, up to accruing from and including September 12, 2023 Interest Payment Record Dates On the 24th day of each February and August, commencing on February 24, 2017 Format SEC-registered US Treasury Benchmark 1.375% due August 31, 2023 US Treasury Benchmark Yield 1.380% Re-Offer Yield 3.880% Re-Offer Spread to UST T+250 bps Underwriting Discount 0.375% All-in price 99.595% Proceeds, before expenses, to the Issuer $2,639,267,500 Day Count 30/360 Day Count Convention Following, unadjusted Business Days New York and London Agreement with Respect to the Exercise of U.K. Bail-in Notwithstanding any other agreements, arrangements, or understandings between RBSG and any holder or beneficial owner of the Senior Notes, by its acquisition of Power the Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject Settlement Date to, and will be variedbut excluding, if necessaryMarch 22, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority. For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group (as defined in the prospectus supplement), including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking A▇▇ ▇▇▇▇, as the same has been or may be amended from time to time (whether pursuant to the Financial Services (Banking Reform) A▇▇ ▇▇▇▇ 2024 (the “Banking Reform Act 2013Optional Redemption Date”) (the “Fixed Rate Period”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power. Repayment of Principal and Payment of Interest After Exercise of U.K. Bail-in Power No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by RBSG under the laws and regulations of the United Kingdom and the European Union applicable to RBSG or other members of the Group.
Appears in 1 contract
Sources: Underwriting Agreement (Royal Bank of Scotland Group PLC)
Bail-In Power. The Notes may be subject to the U.K. bail-in power as described in the Prospectus. Sinking Fund Provisions: No sinking fund provisions. Closing location for delivery of Notes: Offices of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ London LLP, 5 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Names and addresses of Representatives: Designated Representatives: [ ] Address for Notices: [ ] CUSIP: [ ] for the Fixed/Floating Rate Notes [ ] for the Floating Rate Notes ISIN: [ ] for the Fixed/Floating Rate Notes [ ] for the Floating Rate Notes Stock Exchange Listing: The Company intends to apply to list the each series of Notes on the New York Stock Exchange in accordance with its rules. Other Terms: The Notes will have additional terms as more fully described in the Disclosure Package and the Prospectus and shall be governed by the Indenture. Nil Nil Issuer The Royal Bank of Scotland Group plc (“RBSG”) Securities $2,650,000,000 750,000,000 aggregate principal amount of 3.875% Floating Rate Senior Notes due 2023 2024 (the “Senior Floating Rate Notes”). Ranking The Senior Floating Rate Notes will constitute our RBSG’s direct, unconditional, unsecured and unsubordinated obligations ranking pari passu without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligationsobligations of RBSG, present and future, except such obligations as are preferred by operation of law. Format SEC-registered Specified Currency USD Issue Size $2,650,000,000 Issue Price 99.970% 750,000,000 Trade Date September 7June 20, 2016 2018 Settlement Date September 12June 25, 2016 2018 (T+3) Maturity September 12June 25, 2023 2024 Coupon 3.875Three-month U.S. dollar LIBOR plus 1.550% per annum Call Option Not applicable annum, accruing from the Settlement Date to, but excluding the Maturity Date. The determination of LIBOR is subject to the provisions/circumstances set forth under “Description of the Senior Notes—Interest—LIBOR Discontinuation” in the prospectus supplement. Coupon Frequency Quarterly in arrear, commencing from September 25, 2018 to and including the Maturity Date Interest Payment Dates Semi-annually Interest will be payable quarterly on June 25, September 25, December 25 and March 25 of each 12th day of March and Septemberyear, commencing on September 25, 2018 and ending on the Maturity Date Interest Reset Dates March 1225, 2017June 25, up to September 25 and including September 12, 2023 Interest Payment Record Dates On the 24th day December 25 of each February and Augustyear, commencing beginning on February 24September 25, 2017 Format SEC-registered US Treasury Benchmark 1.375% due August 31, 2023 US Treasury Benchmark Yield 1.380% Re-Offer Yield 3.880% Re-Offer Spread to UST T+250 bps Underwriting Discount 0.375% All-2018 Interest Determination Dates The second London banking day (as defined in price 99.595% Proceeds, before expenses, to the Issuer $2,639,267,500 Day Count 30/360 prospectus supplement) preceding each applicable Interest Reset Date Day Count Convention FollowingActual /360 (Modified, unadjusted following) Business Days New York and London Agreement with Respect Pricing Benchmark Three-month U.S. dollar LIBOR, (Reuters LIBOR01), modified following, adjusted. The determination of LIBOR is subject to the Exercise of U.K. Bail-in Notwithstanding any other agreements, arrangements, or understandings between RBSG and any holder or beneficial owner provisions/circumstances set forth under “Description of the Senior Notes—Interest—LIBOR Discontinuation” in the prospectus supplement. Spread to Benchmark +155bps Issue Price 100.000% Gross Proceeds $750,000,000 All in Price 99.750% Fees 0.250% Net Proceeds (before expenses) $748,125,000 Redemption Price 100.000% of the principal amount of the Floating Rate Notes Redemption The Floating Rate Notes are not redeemable at the option of the holders at any time. RBSG may redeem the Floating Rate Notes at its sole discretion, by its acquisition in whole but not in part on the Optional Redemption Date (as defined in the prospectus supplement) at 100% of Power their principal amount plus accrued but unpaid interest to, but excluding, the Senior date of redemption. In addition, RBSG may redeem the Floating Rate Notes, each holder in whole but not in part, at 100% of their principal amount plus accrued but unpaid interest to, but excluding, the date of redemption, upon the occurrence of certain tax or regulatory events as described in the prospectus supplement and beneficial owner the accompanying prospectus. See “Description of Debt Securities—Redemption,” “Description of the Senior Notes acknowledges, accepts, agrees to be bound by Loss—Absorption Disqualification Event Redemption” and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity “Description of the Senior Notes—Tax Redemption” in the prospectus supplement. Redemption Conditions Notwithstanding any other provision, RBSG may only redeem the Floating Rate Notes prior to the maturity date or amendment repurchase the Floating Rate Notes (and give notice thereof to the holders of such Floating Rate Notes in the case of redemption), if it has obtained the prior consent of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority. For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group PRA (as defined in the prospectus supplement), including but not limited to any the extent such lawsconsent is at the relevant time and in the relevant circumstances required by the Loss Absorption Regulations (as defined in the prospectus supplement) or applicable laws or regulations in effect in the United Kingdom, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking A▇▇ ▇▇▇▇if at all, as described in the same has been or may be amended from time to time (whether pursuant to the Financial Services (Banking Reform) A▇▇ ▇▇▇▇ (the prospectus supplement under “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power. Repayment of Principal and Payment of Interest After Exercise of U.K. Bail-in Power No repayment of the principal amount Description of the Senior Notes or payment of interest on the Senior Notes shall become due Notes—Conditions to Redemption and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by RBSG under the laws and regulations of the United Kingdom and the European Union applicable to RBSG or other members of the GroupRepurchase.”
Appears in 1 contract
Sources: Underwriting Agreement (Royal Bank of Scotland Group PLC)