Pricing Agreement
EXHIBIT 1.2
EXECUTION VERSION
RBS Securities Inc.
Xxxxxx Xxxxxxx & Co. LLC
As Representatives of the several
Underwriters named in Schedule I hereto,
March 30, 2016
Ladies and Gentlemen:
The Royal Bank of Scotland Group plc, a public limited company incorporated under the laws of, and registered in, Scotland (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated March 30, 2016 (the “Underwriting Agreement”) among the Company on the one hand and the several Underwriters on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), or to purchasers procured by them, the securities specified in Schedule II hereto (the “Notes”).
Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Disclosure Package and/or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Disclosure Package and/or the Prospectus (each as therein defined), as the case may be, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Disclosure Package and/or the Prospectus (as amended or supplemented), as the case may be, relating to the Notes which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Notes pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Notes, in the form heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein (including Schedules I and II hereto) and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, or to purchasers procured by them, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, or to procure purchasers to purchase from the Company, at the time and place and at the purchase price to the
Underwriters set forth in Schedule II hereto, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and return to us one counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
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| Very truly yours, | |
| THE ROYAL BANK OF SCOTLAND GROUP PLC | |
| By: | /s/ Xxxx Xxxxxxx |
| Name: Xxxx Xxxxxxx | |
| Title: RBS Treasurer | |
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Accepted as of the date hereof:
RBS Securities Inc.
| By: | /s/ Xxxxxx Xxxxxx |
| Name: Xxxxxx Xxxxxx | |
| Title: Director | |
Xxxxxx Xxxxxxx & Co. LLC
| By: | /s/ Yurij Slyz |
| Name: Yurij Slyz | |
| Title: ED | |
For themselves and as Representatives of the several Underwriters
SCHEDULE I
| Principal
Amount of Notes to be Purchased | ||
| RBS Securities Inc. | 487,500,000 | |
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
300,000,000 | |
| Credit Suisse Securities (USA) LLC | 300,000,000 | |
| Xxxxxx Xxxxxxx & Co. LLC | 300,000,000 | |
| CIBC World Markets Corp. | 37,500,000 | |
| RBC Capital Markets, LLC | 37,500,000 | |
| Santander Investment Securities Inc. | 37,500,000 | |
| Total: | 1,500,000,000 |
SCHEDULE II
Capitalized terms used herein, unless otherwise stated, shall have the meaning set forth in the Underwriting Agreement.
Title of Notes:
4.800% Senior Notes due 2026 (the “Notes”)
Aggregate principal amount of Notes:
$1,500,000,000 principal amount of the Notes
Price to Public:
99.819% of the principal amount of the Notes
Purchase Price by Underwriters:
99.419% of the principal amount of the Notes
Underwriting Commission:
0.40% for the Notes
Form of Notes:
Book-entry only form represented by one or more global notes deposited with a custodian for DTC, Euroclear Bank SA/NV and Clearstream Banking, société anonyme, as the case may be.
Specified funds for payment of purchase price:
Wire transfer of immediately available funds
Applicable time:
4:07 p.m. (New York time), March 30, 2016
Time of Delivery:
9:30 a.m. (New York time), April 5, 2016
Indenture:
Amended and Restated Indenture dated as of September 13, 2011 between the Company and The Bank of New York Mellon, acting through its London Branch, as Trustee, as supplemented and amended by the Second Supplemental Indenture to be dated on or around April 5, 2016.
Maturity Date:
April 5, 2026 for the Notes
Interest Rate:
4.800% for the Notes
Interest Payment Dates:
Interest will be paid on the Notes Semi-annually on the 5th day of each April and October, commencing on October 5, 2016, up to and including April 5, 2026.
Interest Record Dates:
Interest will be paid on the Notes to holders of record of each Note in respect of the principal amount thereof outstanding as of the 21st day of each March and September of each year immediately preceding the Interest Payment Dates on April 5 and October 5, respectively.
Redemption Provisions:
The Notes may be redeemed as described in the Prospectus.
Bail-in
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 Xxxxx Xxxx & Xxxxxxxx London LLP, 0 Xxxxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Names and addresses of Representatives:
Designated Representatives and address for Notices:
RBS Securities Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Xxxxxx Xxxxxxx & Co. LLC
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
CUSIP:
780097 BA8 For the Notes
ISIN:
US780097BA81 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.
