Pricing Agreement
Exhibit 1.2
NatWest Markets Securities Inc.
Credit Suisse Securities (USA) LLC
As Representatives of the several
Underwriters named in Schedule I hereto,
May 15, 2018
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 May 15, 2018 (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 themselves 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
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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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EXECUTION VERSION
| Very truly yours, | ||
| THE ROYAL BANK OF SCOTLAND GROUP PLC | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Treasurer | ||
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EXECUTION VERSION
Accepted as of the date hereof:
NatWest Markets Securities Inc.
| By: | /s/ Xxxx Mijne | |
| Name: Xxxx Mijne | ||
| Title: Treasurer | ||
Credit Suisse Securities (USA) LLC
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Managing Director | ||
For themselves and as Representatives of the several Underwriters
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SCHEDULE I
| Principal Amount of Notes to be Purchased | ||
| Credit Suisse Securities (USA) LLC | $350,000,000 | |
| X.X. Xxxxxx Securities LLC | $350,000,000 | |
| Xxxxxx Xxxxxxx & Co. LLC | $350,000,000 | |
| NatWest Markets Securities Inc. | $350,000,000 | |
| UBS Securities LLC | $350,000,000 | |
| Total: | $1,750,000,000 |
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SCHEDULE
II
Capitalized terms used herein, unless otherwise stated, shall have the meaning set forth in the Underwriting Agreement.
Title of Notes:
4.892% Fixed Rate/Floating Rate Notes due 2029 (the “Notes”)
Aggregate principal amount of Notes:
$1,750,000,000 principal amount of the Notes
Price to Public:
100.000% of the principal amount of the Notes
Purchase Price by Underwriters:
99.625% of the principal amount of the Notes
Underwriting Commission:
0.375% for the Notes
Form of Securities:
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:
4:45 p.m. (New York time), May 15, 2018
Time of Delivery:
9:30 a.m. (New York time), May 18, 2018
Indenture:
Amended and Restated Indenture dated as of December 13, 2017, between the Company and The Bank of New York Mellon, acting through its London Branch, as Trustee, and one or several supplemental indentures to be dated on or around May 18, 2018.
Maturity Date:
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May 18, 2029 for the Notes
Interest Rate:
| - | from (and including) May 18, 2018, to (but excluding) May 18, 2028, 4.892% per annum; and |
| - | from (and including) May 18, 2028 to (but excluding) maturity, three-month U.S. dollar LIBOR as determined on the applicable Interest Determination Date, plus 1.754% per annum accruing from May 18, 2028, to (but excluding) maturity, which interest rate will be reset quarterly on each Interest Reset Date. |
Interest Payment Dates:
| - | from (and including) May 18, 2018, to (but excluding) May 18, 2028, interest will be paid on May 18 and November 18 of each year, commencing on November 18, 2018, to (and including) May 18, 2028; and |
| - | from (and including) May 18, 2028 to (but excluding) maturity, interest will be paid on August 18, 2028, November 18, 2028, February 18, 2029 and May 18, 2029, commencing on August 18, 2028, to (and including) maturity. |
Interest Record Dates:
| - | from (and including) May 18, 2018, to (but excluding) May 18, 2028, interest will be paid to holders of record of each Note in respect of the principal amount thereof outstanding as of the 15th calendar day immediately preceding the Fixed Rate Period Interest Payment Dates, whether or not such day is a Business Day; and |
| - | from (and including) May 18, 2028 to (but excluding) maturity, interest will be paid to holders of record of each Note in respect of the principal amount thereof outstanding as of the 15th calendar day immediately preceding the Floating Rate Period Interest Payment Dates, whether or not such day is a Business Day. |
Interest Rate Reset Dates:
For the Notes, from (and including) May 18, 2028 to (but excluding) the maturity date or redemption date, interest will be reset on May 18, 2028, August 18, 2028, November 18, 2028 and February 18, 2029, commencing on May 18, 2028.
Redemption Provisions:
The Notes may be redeemed as described in the Prospectus.
U.K. Bail-In Power:
The Notes may be subject to the U.K. bail-in power as described in the Prospectus.
Sinking Fund Provisions:
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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: | NatWest Markets Securities Inc. |
| Credit Suisse Securities (USA) LLC | |
| Address for Notices: | 000 Xxxxxxxxxx Xxxxxxxxx |
| Xxxxxxxx, XX 00000 | |
| Xxxxxx Xxxxxx of America | |
| Eleven Xxxxxxx Xxxxxx | |
| Xxx Xxxx, Xxx Xxxx 00000-0000 | |
| Xxxxxx Xxxxxx of America |
CUSIP:
780097 BG5 for the Notes
ISIN:
US780097BG51 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.
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