Emissione V 2012)
AVVISO n.15134 | 23 Agosto 2012 | SeDeX - LEV. CERTIFICATES |
Mittente del comunicato : Borsa Italiana
Societa' oggetto dell'Avviso
: THE ROYAL BANK OF SCOTLAND PLC
Testo del comunicato
Oggetto : Inizio negoziazione 'Leverage Certificates' 'THE ROYAL BANK OF SCOTLAND PLC'
Si veda allegato.
Disposizioni della Borsa
Strumenti finanziari: Mini Futures Certificates Long e Short su Azioni
(Emissione V 2012)
Emittente: THE ROYAL BANK OF SCOTLAND PLC
Rating Emittente: Società di rating
Long term
Data report
Moody's A2 15/02/2012
Standard & Poor's A 29/11/2011
Fitch A 13/10/2011
Oggetto: INIZIO NEGOZIAZIONI IN BORSA
Data di inizio negoziazioni: 24/08/2012
Mercato di quotazione: Borsa - Comparto SEDEX “Leverage Certificates” Orari e modalità di negoziazione: Negoziazione continua e l’orario stabilito dall’art.
IA.7.3.1 delle Istruzioni
Operatore incaricato ad assolvere l’impegno di quotazione:
The Royal Bank of Scotland plc Member ID Specialist: IT2084
CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE
Mini Futures Certificates Long e Short su Azioni (Emissione V 2012)
Tipo di liquidazione: monetaria
Modalità di esercizio: europeo
DISPOSIZIONI DELLA BORSA ITALIANA
Dal giorno 24/08/2012, gli strumenti finanziari "Mini Futures Certificates Long e Short su Azioni (Emissione V 2012)" (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives.
Allegati:
- Scheda riepilogativa delle caratteristiche dei securitised derivatives;
- Estratto del prospetto di quotazione dei Securitised Derivatives
Num. Serie | Codice Isin | Trading Code | Instrument Id | Descrizione | Sottostante | Tipologia | Strike | Data Scadenza | Parità | Quantità | Lotto Negoziazione | EMS | Prima Barriera |
4 | GB00B85WZ562 | NWZ562 | 737513 | RBGSLML8,5AB9,1E020215 | Assicurazioni Generali SpA | Bull | 8,5 | 02/02/15 | 1 | 250000 | 1 | 912 | 9,1 |
8 | GB00B85WXD02 | NWXD02 | 737514 | RBBPSLML0,83AB0,89E020215 | Banco Popolare Societa Cooperativa | Bull | 0,83 | 02/02/15 | 1 | 2000000 | 1 | 8741 | 0,89 |
16 | GB00B85WX633 | NWX633 | 737515 | RBMBSLML2,6AB2,79E020215 | Mediobanca | Bull | 2,6 | 02/02/15 | 1 | 1000000 | 1 | 2717 | 2,79 |
20 | GB00B85WXB87 | NWXB87 | 737516 | RBSTMSLML3,4AB3,00X000000 | ST Microelectronics NV (Milan) | Bull | 3,4 | 02/02/15 | 1 | 700000 | 1 | 1783 | 3,64 |
25 | GB00B85WWY40 | NWWY40 | 737517 | RBUCGSLML2,45AB2,58E020215 | Unicredit SpA | Bull | 2,45 | 02/02/15 | 1 | 1000000 | 1 | 3222 | 2,58 |
Final Terms
Dated 13 July 2012
Issue V 2012
The Royal Bank of Scotland plc
(incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980 registered number SC090312)
20,000 Apple Inc. Mini Future Long Certificates Issue Price: EUR 8.443
The Securities have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act")
or the Securities laws of any state or political subdivision of the United States, and may not be offered, sold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person, except pursuant to an exemption from, or in a transaction not subject to the requirements of the Securities Act and any applicable U.S. state securities laws. The Securities are being offered and sold only: (I) outside the United States to persons other than U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions that meet the requirements of Regulation S under the Securities Act; and (II) only with respect to the equity certificates (as defined herein) in registered form to U.S. persons who are "qualified institutional buyers" (as defined in Rule 144A of the
Securities Act). Futhermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended.
The securities do not constitute units of collective investment schemes within the meaning of the Swiss Federal Act on collective investment schemes ("CISA") and are not subject to the approval of, or supervision by the Swiss Financial Market Supervisory Authority ("FINMA"). Holders of the Securities are exposed to the credit risk of the issuer.
These Final Terms, the Base Prospectus (as defined below), as supplemented from time to time and any additional
information with regard to Apple Inc. Mini Long Certificates shall be published on the Issuer's website: xxx.xxxxxxx.xx/ markets
Final Terms
Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Product Conditions applicable to each Series of Securities described herein (the "relevant Product Conditions") as set forth in the Base Prospectus relating to Certificates dated 25 May 2012 (the "Base Prospectus") as supplemented from time to time which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of each Series of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Securities described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing at the office of the Issuer at 00 Xx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxxxx and copies may be obtained from the Issuer at that address.
These Final Terms relate to the Securities and must be read in conjunction with, and are subject to, the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so supplemented. These Final Terms, the relevant Product Conditions and the General Conditions together constitute the Conditions of each Series of the Securities described herein and will be attached to any Global Security representing each such Series of the Securities. In the event of any inconsistency between these Final Terms and the General Conditions or the relevant Product Conditions, these Final Terms will govern.
The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), the Financial Services and Markets Authority (FSMA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB), Commission de Surveillance du Secteur Financier (CSSF), Financial Services Authority (FSA), Financial Supervisory Authority (FIN-FSA), the Danish Financial Services Authority (Finanstilsynet), the Swedish Financial Supervisory Authority and the Financial Supervisory Authority of Norway (Finanstilsynet) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
In respect of Securities to be listed on the SIX Swiss Exchange Ltd, the Programme, together with any Final Terms, will constitute the listing prospectus pursuant to the Listing Rules of the SIX Swiss Exchange Ltd.
So far as the Issuer is aware, no person (other than (i) the Issuer, (ii) the Calculation Agent, see "Risk Factors – Actions taken by the Calculation Agent may affect the Underlying" and "Risk Factors – Actions taken by the Issuer may affect the value of the Securities" in the Base Prospectus and (iii) the third party distributors) involved in the issue of the Certificates has an interest material to the offer.
Issuer: The Royal Bank of Scotland plc
Clearing Agents: Monte Titoli S.p.A, Euroclear Bank S.A. as operator of the Euroclear system, Clearstream Banking, société anonyme
Launch Date: 13 July 2012
Subscription Period: Not Applicable
Issue Date: 13 July 2012
Listing: Italian Stock Exchange (Sedex)
Listing Date: The Issue Date or as soon as practicable thereafter
Pricing Date: Not Applicable
Admission to Trading: Application will be made for the Securities to be admitted to trading on the Italian Stock Exchange (SeDeX) with effect from the Listing Date
Details of the minimum and/or maximum amount of application:
Manner in and date on which results of the offer are to be made public:
Please refer to the section of the Base Prospectus entitled "General Information - Information on the Offering of the Securities - (d) Minimum/ Maximum Application Amount"
Please refer to the section of the Base Prospectus entitled "General Information - Information on the Offering of the Securities - (f) Details of the Manner in Which the Results of the Initial Offer are to be Made Public"
Announcements to Holders: Delivered to Borsa Italiana S.p.A for delivery to the market Principal Agent: The Royal Bank of Scotland plc, London branch, 000
Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Registrar: In respect of Securities cleared through CREST, Computershare Investor Services PLC, The Pavilions, Xxxxxxxxxxx Xxxx, Xxxxxxx, XX00 0XX, Xxxxxxx.
In respect of Securities not cleared through CREST, None
Agent(s): BNP Paribas Milan
Calculation Agent: The Royal Bank of Scotland plc, London branch, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Indication of Yield: Not Applicable
Form of the Securities: Dematerialised form
Ratings: Standard & Poor's Credit Market Services Europe Limited: Not Applicable
Moody's Investors Service Limited: Not Applicable Fitch Ratings Limited: Not Applicable
Equity Express Certificates
Series: Apple Inc. Mini Future Long Certificates
Issue Price: EUR 8.443
Additional Market Disruption Events: None
Basket: Not Applicable
Business Day: As stated in Product Condition 1
Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx
Renunciation Security: Apple Inc. Mini Future Long Certificates (ISIN: GB00B85WZR87) Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be USD 535.5 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date
The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/ Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective.
Current Premium: 5%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be USD 510 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date
The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business
Day preceding the day when the Current Strike Level becomes effective.
Early Termination Amount: The amount determined by the Calculation Agent in accordance
with the following formula, provided that the Early Termination Amount shall not be less than zero:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent
Early Termination Date: Not Applicable
Early Termination Event: Occurs if, in the determination of the Calculation Agent and
subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day and if the Exchange is not the Italian Stock Exchange, at any time from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share ("Prezzo di Riferimento" as defined by the regulations of the Exchange) on a Trading Day; or
(ii) if the Exchange is not the Italian Stock Exchange:
(a) in relation to the Early Termination Event only, the price of the Share as quoted on the Exchange at any time on a Trading Day; and
(b) in relation to all other provisions, the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day.
In all cases as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its
good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 0.1
Exchange: Nasdaq
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption
Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 02 February 2015
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price which the Exchange defines and calculates
as "Daily Settlement Price" on the Valuation Date or the Issuer Call Date, as the case may be
Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable
Interest: Not Applicable
Interest Amount: Not Applicable
Interest Payment Dates: Not Applicable
Interest Period: Not Applicable
Interest Rate: Not Applicable
Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable
Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance
with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:
(Final Reference Price - Current Strike Level) x Entitlement
The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Issuer Call Commencement Date: The first Business Day immediately following the one year period
from (and including) the Launch Date
Issuer Call Notice Period: One calendar month
Launch Date: 13 July 2012
Notional Dividend Amount: Applicable. An amount as determined by the Calculation Agent,
equal to the sum of the cash dividends and/or other cash distributions in respect of the Share which have an ex-dividend date occurring during the Notional Dividend Period without regard
to any withholding tax or other deductions multiplied by the prevailing dividend percentage payable under market standard stock borrow agreements, as determined by the Calculation Agent in its sole and absolute discretion
Notional Dividend Period: As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:
Early Termination Date: Not Applicable
Valuation Date: 8, or in respect of an Emerging Market Disruption Event only, 180
Issuer Call Date: 8, or in respect of an Emerging Market Disruption Event only, 180
Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent
Settlement Currency: EUR
Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date
Redemption Date: Not Applicable
Share: The ordinary shares of the Share Company (ISIN Code: US0378331005)
Share Company: Apple Inc. (Bloomberg Code: AAPL UW <EQUITY>)
Standard Currency: As stated in Product Condition 1
Underlying Currency: USD
Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day immediately preceding the Exercise Date; otherwise (ii) the Exercise Date
Valuation Time: The close of trading on the relevant Exchange
Amendments to General Conditions and/or Product Conditions:
Amendments to the Offering Procedure for the Securities:
As specified in Additional Condition 1 Not Applicable
ISIN: GB00B85WZR87
Common Code: Not Applicable
Fondscode: Not Applicable
WKN: Not Applicable
Other Securities Code: Not Applicable
Sales Restriction: The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities
Information on the Underlying
Performance of Underlying/formula/ other variable, explanation of effect on value of investment and associated risks and other information concerning the Underlying:
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
Act") and the Securities may not be exercised, offered, sold, transferred or delivered within the United States or to, or for the account or benefit of, any U.S. person as defined in Regulation S under the Securities Act. Furthermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended and no U.S. person may at any time trade or maintain a position in the Securities.
General: Fluctuations in the value of the Underlying will have an effect on the value of the Securities throughout the life of the Securities and at maturity/expiration. The value of the Underlying may go down or up throughout the life of the Securities.
Automatic Termination: If the value or performance of the Underlying on any date meets certain specified conditions, it will affect the value of the Securities, and will potentially lead to the automatic termination of the Securities.
Positive Correlation: All other things being equal, positive performance of the Underlying will have a positive effect on the value of the Securities at maturity/expiration, and negative performance of the Underlying will have a negative effect on the value of the Securities at maturity/expiration.
Entitlement Less Than 1: Any increase in the value or performance of the Underlying will have a lesser effect on the value of the Securities at maturity/expiration than would have been the case if the Securities had been exposed to one unit of the Underlying.
Leverage: All other things being equal, positive or negative changes in the performance of the Underlying will have a proportionately larger effect on the value of the Securities, and therefore leverage has the potential to magnify gains or losses of the Securities.
No Capital Protection: All other things being equal, the value or performance of the Underlying will affect the value of the Securities at maturity/expiration, to such an extent that the value of the Securities at maturity/expiration may be zero.
FX Adjustment: The value of the Securities at maturity/expiration will be affected both by the value or performance of the Underlying and by the performance of the relevant FX rate between the currency of the Underlying and the currency of the Securities.
Bloomberg Code: AAPL UW <EQUITY>
Website: xxx.xxxxxx.xxx/ xxx.xxxxxxxxxxxxx.xx and xxx.xxxxxxxxxxxxx.xx
Italian Newspaper: Il Sole 24 Ore
Additional Information
The statements herein regarding taxation are based on the laws in force in Italy as at the date of this Final Terms and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Securities and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences of their interest in the Securities.
With regard to certain innovative or structured financial instruments there is currently neither case law nor comments of the Italian tax authorities as to the tax treatment of such financial instruments. Accordingly, it cannot be excluded that the Italian tax authorities and courts or Italian intermediaries may adopt a view different from that outlined below.
Pursuant to Article 67 of Presidential Decree No. 917 of 22 December 1986 and Legislative Decree No. 461 of 21 November 1997, as subsequently amended, where the Italian resident Holder is (i) an individual not engaged in an entrepreneurial activity to which the Securities are connected, (ii) a non commercial partnership with the exception of general partnership, limited partnership and similar entities, (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains realised under the sale or the exercise of the Securities are subject to a 20 per cent substitute tax.
Particular provisions apply to Securities held or managed by a qualified intermediary; the recipient may opt for two different tax regime: (1) under the "risparmio amministrato" regime, Italian resident individuals holding the Securities not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on each capital gains realised on the Securities; (2) under the "risparmio gestito" regime any capital gains realised or accrued by the Italian resident individuals holding the Securities not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Securities, will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 20 per cent. substitute tax, to be paid by the managing authorised intermediary. Under some conditions and limitations, Holders may set off capital losses (decrease in value for the risparmio gestito regime) with capital gains (increase in value for the risparmio gestito regime). Capital losses realised (decrease in value accrued for the risparmio gestito regime) before 1 January 2012 may be carried forward to be offset against subsequent capital gains (increase in value accrued for the risparmio gestito regime) of the same nature for an overall sum of 62.5 per cent. of the relevant amount.
Where an Italian resident Holder is a company or similar commercial entity, or the Italian permanent establishment of a foreign commercial entity to which the Securities are effectively connected, capital gains
arising from the Securities will not be subject to imposta sostitutiva, but must be included in the relevant Holder's income tax return and are therefore subject to Italian corporate tax.
Capital gains realised by non-Italian resident Holders are not subject to Italian taxation, provided that the Securities (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside of Italy.
It is worth noting that, in accordance with a different interpretation of current tax law, there is a remote possibility that the Securities would be considered as 'atypical' securities pursuant to Article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Securities may be subject to an Italian withholding tax, levied at the rate of 20 per cent. The withholding tax mentioned above does not apply to payments made to a non-Italian resident Holder and to an Italian resident Holder which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.
Stamp Duty
Pursuant to Article 19(1) of Decree No. 201 of 6 December 2011 (“Decree 201”), a proportional stamp duty applies on an annual basis to the periodic reporting communications sent by financial intermediaries to their clients for the Securities deposited therewith. The stamp duty applies at a rate of 0.1 per cent. for year 2012 and at 0.15 per cent. for subsequent years; this stamp duty is determined on the basis of the market value or
– if no market value figure is available – the nominal value or redemption amount of the Securities held. The stamp duty can be no lower than € 34.20 and, for the year 2012 only, it cannot exceed € 1,200. Although the stamp duty is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance. Under a preliminary interpretation of the law, it may be understood that the stamp duty applies both to Italian resident and non-Italian resident Holders, to the extent that the Securities are held with an Italian-based financial intermediary.
Wealth Tax on securities deposited abroad
Pursuant to Article 19(18) of Decree 201, Italian resident individuals holding the Securities outside the Italian territory are required to pay an additional tax at a rate of 0.1 per cent. for 2011 and 2012, and at 0.15 per cent. for subsequent years. This tax is calculated on the market value of the Securities at the end of the relevant year or – if no market value figure is available – the nominal value or the redemption value of such financial assets held outside the Italian territory. Taxpayers are entitled to an Italian tax credit equivalent to the amount of wealth taxes paid in the State where the financial assets are held (up to an amount equal to the Italian wealth tax due).
Although the wealth tax is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance.
No Significant Change and No Material Adverse Change
There has been no significant change in the financial position of the Issuer Group taken as a whole since 31 December 2011 (the end of the last financial period for which audited financial information of the Issuer Group has been published).
There has been no material adverse change in the prospects of the Issuer Group taken as a whole since 31 December 2011 (the date of the latest published audited financial information of the Issuer Group).
Responsibility
The Issuer accepts responsibility for the information contained in the Base Prospectus, as completed and/or amended by these Final Terms. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Material changes since the date of the Base Prospectus will trigger the need for a supplement under Article 16 of Directive 2003/71/EC which will be filed with both the AFM and the SIX Swiss Exchange.
Annex A
Modulo - Dichiarazione di rinuncia all'esercizio
(Facsimile)
"Apple Inc. Mini Future Long Certificates"
I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai securities in oggetto
La presente dichiarazione deve essere compilata a cura del portatore dei securities in oggetto. A [Intermediario presso cui il portatore detiene il proprio conto]
Nome e Ragione/denominazione sociale dell’Intermediario
[Att: Nome del responsabile dell’ufficio titoli]
[numero di fax – ufficio titoli]
A BNP Paribas, Filiale di Milano Corporate Actions
Tel: (x00) 00 0000 0000
Fax: (x00) 00 0000 0000
Copia a:
The Royal Bank of Scotland plc Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000
Fax: + 00 (0) 000 000 0000
"Apple Inc. Mini Future Long Certificates" (di seguito, Securities)
Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:
A. di rinunciare in modo irrevocabile all’esercizio dei Securities con le caratteristiche di seguito descritte;
B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Additional Conditions" dei Final Terms relativi ai Securities. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Securities, di cui il Portatore intende rinunciare all’esercizio.
(Il Portatore dei Securities)
(Cognome e nome o ragione/denominazione sociale)
(Via e numero civico)
(Comune, provincia) (Telefono)
Serie dei Securities
Codice ISIN dei Securities
Numero dei Securities, di cui si rinuncia all’esercizio.
Il Portatore dei Securities accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).
Luogo e data
Sottoscrizione (sottoscrizioni) del Portatore dei Securities
Final Terms
Dated 13 July 2012
The Royal Bank of Scotland plc
(incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980 registered number SC090312)
20,000 Apple Inc. Mini Future Long Certificates Issue Price: EUR 6.411
The Securities have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act")
or the Securities laws of any state or political subdivision of the United States, and may not be offered, sold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person, except pursuant to an exemption from, or in a transaction not subject to the requirements of the Securities Act and any applicable U.S. state securities laws. The Securities are being offered and sold only: (I) outside the United States to persons other than U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions that meet the requirements of Regulation S under the Securities Act; and (II) only with respect to the equity certificates (as defined herein) in registered form to U.S. persons who are "qualified institutional buyers" (as defined in Rule 144A of the
Securities Act). Futhermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended.
The securities do not constitute units of collective investment schemes within the meaning of the Swiss Federal Act on collective investment schemes ("CISA") and are not subject to the approval of, or supervision by the Swiss Financial Market Supervisory Authority ("FINMA"). Holders of the Securities are exposed to the credit risk of the issuer.
These Final Terms, the Base Prospectus (as defined below), as supplemented from time to time and any additional
information with regard to Apple Inc. Mini Long Certificates shall be published on the Issuer's website: xxx.xxxxxxx.xx/ markets
Final Terms
Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Product Conditions applicable to each Series of Securities described herein (the "relevant Product Conditions") as set forth in the Base Prospectus relating to Certificates dated 25 May 2012 (the "Base Prospectus") as supplemented from time to time which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of each Series of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Securities described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing at the office of the Issuer at 00 Xx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxxxx and copies may be obtained from the Issuer at that address.
These Final Terms relate to the Securities and must be read in conjunction with, and are subject to, the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so supplemented. These Final Terms, the relevant Product Conditions and the General Conditions together constitute the Conditions of each Series of the Securities described herein and will be attached to any Global Security representing each such Series of the Securities. In the event of any inconsistency between these Final Terms and the General Conditions or the relevant Product Conditions, these Final Terms will govern.
The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), the Financial Services and Markets Authority (FSMA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB), Commission de Surveillance du Secteur Financier (CSSF), Financial Services Authority (FSA), Financial Supervisory Authority (FIN-FSA), the Danish Financial Services Authority (Finanstilsynet), the Swedish Financial Supervisory Authority and the Financial Supervisory Authority of Norway (Finanstilsynet) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
In respect of Securities to be listed on the SIX Swiss Exchange Ltd, the Programme, together with any Final Terms, will constitute the listing prospectus pursuant to the Listing Rules of the SIX Swiss Exchange Ltd.
So far as the Issuer is aware, no person (other than (i) the Issuer, (ii) the Calculation Agent, see "Risk Factors – Actions taken by the Calculation Agent may affect the Underlying" and "Risk Factors – Actions taken by the Issuer may affect the value of the Securities" in the Base Prospectus and (iii) the third party distributors) involved in the issue of the Certificates has an interest material to the offer.
Issuer: The Royal Bank of Scotland plc
Clearing Agents: Monte Titoli S.p.A, Euroclear Bank S.A. as operator of the Euroclear system, Clearstream Banking, société anonyme
Launch Date: 13 July 2012
Subscription Period: Not Applicable
Issue Date: 13 July 2012
Listing: Italian Stock Exchange (Sedex)
Listing Date: The Issue Date or as soon as practicable thereafter
Pricing Date: Not Applicable
Admission to Trading: Application will be made for the Securities to be admitted to trading on the Italian Stock Exchange (SeDeX) with effect from the Listing Date
Details of the minimum and/or maximum amount of application:
Manner in and date on which results of the offer are to be made public:
Please refer to the section of the Base Prospectus entitled "General Information - Information on the Offering of the Securities - (d) Minimum/ Maximum Application Amount"
Please refer to the section of the Base Prospectus entitled "General Information - Information on the Offering of the Securities - (f) Details of the Manner in Which the Results of the Initial Offer are to be Made Public"
Announcements to Holders: Delivered to Borsa Italiana S.p.A for delivery to the market Principal Agent: The Royal Bank of Scotland plc, London branch, 000
Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Registrar: In respect of Securities cleared through CREST, Computershare Investor Services PLC, The Pavilions, Xxxxxxxxxxx Xxxx, Xxxxxxx, XX00 0XX, Xxxxxxx.
In respect of Securities not cleared through CREST, None
Agent(s): BNP Paribas Milan
Calculation Agent: The Royal Bank of Scotland plc, London branch, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Indication of Yield: Not Applicable
Form of the Securities: Dematerialised form
Ratings: Standard & Poor's Credit Market Services Europe Limited: Not Applicable
Moody's Investors Service Limited: Not Applicable Fitch Ratings Limited: Not Applicable
Equity Express Certificates
Series: Apple Inc. Mini Future Long Certificates
Issue Price: EUR 6.411
Additional Market Disruption Events: None
Basket: Not Applicable
Business Day: As stated in Product Condition 1
Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx
Renunciation Security: Apple Inc. Mini Future Long Certificates (ISIN: GB00B85WZP63) Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be USD 561.75 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date
The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/ Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective.
Current Premium: 5%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be USD 535 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date
The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business
Day preceding the day when the Current Strike Level becomes effective.
Early Termination Amount: The amount determined by the Calculation Agent in accordance
with the following formula, provided that the Early Termination Amount shall not be less than zero:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent
Early Termination Date: Not Applicable
Early Termination Event: Occurs if, in the determination of the Calculation Agent and
subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day and if the Exchange is not the Italian Stock Exchange, at any time from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share ("Prezzo di Riferimento" as defined by the regulations of the Exchange) on a Trading Day; or
(ii) if the Exchange is not the Italian Stock Exchange:
(a) in relation to the Early Termination Event only, the price of the Share as quoted on the Exchange at any time on a Trading Day; and
(b) in relation to all other provisions, the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day.
In all cases as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its
good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 0.1
Exchange: Nasdaq
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption
Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 02 February 2015
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price which the Exchange defines and calculates
as "Daily Settlement Price" on the Valuation Date or the Issuer Call Date, as the case may be
Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable
Interest: Not Applicable
Interest Amount: Not Applicable
Interest Payment Dates: Not Applicable
Interest Period: Not Applicable
Interest Rate: Not Applicable
Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable
Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance
with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:
(Final Reference Price - Current Strike Level) x Entitlement
The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Issuer Call Commencement Date: The first Business Day immediately following the one year period
from (and including) the Launch Date
Issuer Call Notice Period: One calendar month
Launch Date: 13 July 2012
Notional Dividend Amount: Applicable. An amount as determined by the Calculation Agent,
equal to the sum of the cash dividends and/or other cash distributions in respect of the Share which have an ex-dividend date occurring during the Notional Dividend Period without regard
to any withholding tax or other deductions multiplied by the prevailing dividend percentage payable under market standard stock borrow agreements, as determined by the Calculation Agent in its sole and absolute discretion
Notional Dividend Period: As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:
Early Termination Date: Not Applicable
Valuation Date: 8, or in respect of an Emerging Market Disruption Event only, 180
Issuer Call Date: 8, or in respect of an Emerging Market Disruption Event only, 180
Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent
Settlement Currency: EUR
Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date
Redemption Date: Not Applicable
Share: The ordinary shares of the Share Company (ISIN Code: US0378331005)
Share Company: Apple Inc. (Bloomberg Code: AAPL UW <EQUITY>)
Standard Currency: As stated in Product Condition 1
Underlying Currency: USD
Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day immediately preceding the Exercise Date; otherwise (ii) the Exercise Date
Valuation Time: The close of trading on the relevant Exchange
Amendments to General Conditions and/or Product Conditions:
Amendments to the Offering Procedure for the Securities:
As specified in Additional Condition 1 Not Applicable
ISIN: GB00B85WZP63
Common Code: Not Applicable
Fondscode: Not Applicable
WKN: Not Applicable
Other Securities Code: Not Applicable
Sales Restriction: The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities
Information on the Underlying
Performance of Underlying/formula/ other variable, explanation of effect on value of investment and associated risks and other information concerning the Underlying:
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
Act") and the Securities may not be exercised, offered, sold, transferred or delivered within the United States or to, or for the account or benefit of, any U.S. person as defined in Regulation S under the Securities Act. Furthermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended and no U.S. person may at any time trade or maintain a position in the Securities.
General: Fluctuations in the value of the Underlying will have an effect on the value of the Securities throughout the life of the Securities and at maturity/expiration. The value of the Underlying may go down or up throughout the life of the Securities.
Automatic Termination: If the value or performance of the Underlying on any date meets certain specified conditions, it will affect the value of the Securities, and will potentially lead to the automatic termination of the Securities.
Positive Correlation: All other things being equal, positive performance of the Underlying will have a positive effect on the value of the Securities at maturity/expiration, and negative performance of the Underlying will have a negative effect on the value of the Securities at maturity/expiration.
Entitlement Less Than 1: Any increase in the value or performance of the Underlying will have a lesser effect on the value of the Securities at maturity/expiration than would have been the case if the Securities had been exposed to one unit of the Underlying.
Leverage: All other things being equal, positive or negative changes in the performance of the Underlying will have a proportionately larger effect on the value of the Securities, and therefore leverage has the potential to magnify gains or losses of the Securities.
No Capital Protection: All other things being equal, the value or performance of the Underlying will affect the value of the Securities at maturity/expiration, to such an extent that the value of the Securities at maturity/expiration may be zero.
FX Adjustment: The value of the Securities at maturity/expiration will be affected both by the value or performance of the Underlying and by the performance of the relevant FX rate between the currency of the Underlying and the currency of the Securities.
Bloomberg Code: AAPL UW <EQUITY>
Website: xxx.xxxxxx.xxx/ xxx.xxxxxxxxxxxxx.xx and xxx.xxxxxxxxxxxxx.xx
Italian Newspaper: Il Sole 24 Ore
Additional Information
The statements herein regarding taxation are based on the laws in force in Italy as at the date of this Final Terms and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Securities and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences of their interest in the Securities.
With regard to certain innovative or structured financial instruments there is currently neither case law nor comments of the Italian tax authorities as to the tax treatment of such financial instruments. Accordingly, it cannot be excluded that the Italian tax authorities and courts or Italian intermediaries may adopt a view different from that outlined below.
Pursuant to Article 67 of Presidential Decree No. 917 of 22 December 1986 and Legislative Decree No. 461 of 21 November 1997, as subsequently amended, where the Italian resident Holder is (i) an individual not engaged in an entrepreneurial activity to which the Securities are connected, (ii) a non commercial partnership with the exception of general partnership, limited partnership and similar entities, (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains realised under the sale or the exercise of the Securities are subject to a 20 per cent substitute tax.
Particular provisions apply to Securities held or managed by a qualified intermediary; the recipient may opt for two different tax regime: (1) under the "risparmio amministrato" regime, Italian resident individuals holding the Securities not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on each capital gains realised on the Securities; (2) under the "risparmio gestito" regime any capital gains realised or accrued by the Italian resident individuals holding the Securities not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Securities, will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 20 per cent. substitute tax, to be paid by the managing authorised intermediary. Under some conditions and limitations, Holders may set off capital losses (decrease in value for the risparmio gestito regime) with capital gains (increase in value for the risparmio gestito regime). Capital losses realised (decrease in value accrued for the risparmio gestito regime) before 1 January 2012 may be carried forward to be offset against subsequent capital gains (increase in value accrued for the risparmio gestito regime) of the same nature for an overall sum of 62.5 per cent. of the relevant amount.
Where an Italian resident Holder is a company or similar commercial entity, or the Italian permanent establishment of a foreign commercial entity to which the Securities are effectively connected, capital gains
arising from the Securities will not be subject to imposta sostitutiva, but must be included in the relevant Holder's income tax return and are therefore subject to Italian corporate tax.
Capital gains realised by non-Italian resident Holders are not subject to Italian taxation, provided that the Securities (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside of Italy.
It is worth noting that, in accordance with a different interpretation of current tax law, there is a remote possibility that the Securities would be considered as 'atypical' securities pursuant to Article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Securities may be subject to an Italian withholding tax, levied at the rate of 20 per cent. The withholding tax mentioned above does not apply to payments made to a non-Italian resident Holder and to an Italian resident Holder which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.
Stamp Duty
Pursuant to Article 19(1) of Decree No. 201 of 6 December 2011 (“Decree 201”), a proportional stamp duty applies on an annual basis to the periodic reporting communications sent by financial intermediaries to their clients for the Securities deposited therewith. The stamp duty applies at a rate of 0.1 per cent. for year 2012 and at 0.15 per cent. for subsequent years; this stamp duty is determined on the basis of the market value or
– if no market value figure is available – the nominal value or redemption amount of the Securities held. The stamp duty can be no lower than € 34.20 and, for the year 2012 only, it cannot exceed € 1,200. Although the stamp duty is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance. Under a preliminary interpretation of the law, it may be understood that the stamp duty applies both to Italian resident and non-Italian resident Holders, to the extent that the Securities are held with an Italian-based financial intermediary.
Wealth Tax on securities deposited abroad
Pursuant to Article 19(18) of Decree 201, Italian resident individuals holding the Securities outside the Italian territory are required to pay an additional tax at a rate of 0.1 per cent. for 2011 and 2012, and at 0.15 per cent. for subsequent years. This tax is calculated on the market value of the Securities at the end of the relevant year or – if no market value figure is available – the nominal value or the redemption value of such financial assets held outside the Italian territory. Taxpayers are entitled to an Italian tax credit equivalent to the amount of wealth taxes paid in the State where the financial assets are held (up to an amount equal to the Italian wealth tax due).
Although the wealth tax is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance.
No Significant Change and No Material Adverse Change
There has been no significant change in the financial position of the Issuer Group taken as a whole since 31 December 2011 (the end of the last financial period for which audited financial information of the Issuer Group has been published).
There has been no material adverse change in the prospects of the Issuer Group taken as a whole since 31 December 2011 (the date of the latest published audited financial information of the Issuer Group).
Responsibility
The Issuer accepts responsibility for the information contained in the Base Prospectus, as completed and/or amended by these Final Terms. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Material changes since the date of the Base Prospectus will trigger the need for a supplement under Article 16 of Directive 2003/71/EC which will be filed with both the AFM and the SIX Swiss Exchange.
Annex A
Modulo - Dichiarazione di rinuncia all'esercizio
(Facsimile)
"Apple Inc. Mini Future Long Certificates"
I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai securities in oggetto
La presente dichiarazione deve essere compilata a cura del portatore dei securities in oggetto. A [Intermediario presso cui il portatore detiene il proprio conto]
Nome e Ragione/denominazione sociale dell’Intermediario
[Att: Nome del responsabile dell’ufficio titoli]
[numero di fax – ufficio titoli]
A BNP Paribas, Filiale di Milano Corporate Actions
Tel: (x00) 00 0000 0000
Fax: (x00) 00 0000 0000
Copia a:
The Royal Bank of Scotland plc Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000
Fax: + 00 (0) 000 000 0000
"Apple Inc. Mini Future Long Certificates" (di seguito, Securities)
Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:
A. di rinunciare in modo irrevocabile all’esercizio dei Securities con le caratteristiche di seguito descritte;
B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Additional Conditions" dei Final Terms relativi ai Securities. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Securities, di cui il Portatore intende rinunciare all’esercizio.
(Il Portatore dei Securities)
(Cognome e nome o ragione/denominazione sociale)
(Via e numero civico)
(Comune, provincia) (Telefono)
Serie dei Securities
Codice ISIN dei Securities
Numero dei Securities, di cui si rinuncia all’esercizio.
Il Portatore dei Securities accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).
Luogo e data
Sottoscrizione (sottoscrizioni) del Portatore dei Securities
Final Terms
Dated 13 July 2012
The Royal Bank of Scotland plc
(incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980 registered number SC090312)
250,000 Assicurazioni Generali SpA Mini Future Long Certificates Issue Price: EUR 2.00
The Securities have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act")
or the Securities laws of any state or political subdivision of the United States, and may not be offered, sold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person, except pursuant to an exemption from, or in a transaction not subject to the requirements of the Securities Act and any applicable U.S. state securities laws. The Securities are being offered and sold only: (I) outside the United States to persons other than U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions that meet the requirements of Regulation S under the Securities Act; and (II) only with respect to the equity certificates (as defined herein) in registered form to U.S. persons who are "qualified institutional buyers" (as defined in Rule 144A of the
Securities Act). Futhermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended.
The securities do not constitute units of collective investment schemes within the meaning of the Swiss Federal Act on collective investment schemes ("CISA") and are not subject to the approval of, or supervision by the Swiss Financial Market Supervisory Authority ("FINMA"). Holders of the Securities are exposed to the credit risk of the issuer.
Final Terms
Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Product Conditions applicable to each Series of Securities described herein (the "relevant Product Conditions") as set forth in the Base Prospectus relating to Certificates dated 25 May 2012 (the "Base Prospectus") as supplemented from time to time which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of each Series of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Securities described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing at the office of the Issuer at 00 Xx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxxxx and copies may be obtained from the Issuer at that address.
These Final Terms relate to the Securities and must be read in conjunction with, and are subject to, the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so supplemented. These Final Terms, the relevant Product Conditions and the General Conditions together constitute the Conditions of each Series of the Securities described herein and will be attached to any Global Security representing each such Series of the Securities. In the event of any inconsistency between these Final Terms and the General Conditions or the relevant Product Conditions, these Final Terms will govern.
The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), the Financial Services and Markets Authority (FSMA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB), Commission de Surveillance du Secteur Financier (CSSF), Financial Services Authority (FSA), Financial Supervisory Authority (FIN-FSA), the Danish Financial Services Authority (Finanstilsynet), the Swedish Financial Supervisory Authority and the Financial Supervisory Authority of Norway (Finanstilsynet) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
In respect of Securities to be listed on the SIX Swiss Exchange Ltd, the Programme, together with any Final Terms, will constitute the listing prospectus pursuant to the Listing Rules of the SIX Swiss Exchange Ltd.
So far as the Issuer is aware, no person (other than (i) the Issuer, (ii) the Calculation Agent, see "Risk Factors – Actions taken by the Calculation Agent may affect the Underlying" and "Risk Factors – Actions taken by the Issuer may affect the value of the Securities" in the Base Prospectus and (iii) the third party distributors) involved in the issue of the Certificates has an interest material to the offer.
Issuer: The Royal Bank of Scotland plc
Clearing Agents: Monte Titoli S.p.A, Euroclear Bank S.A. as operator of the Euroclear system, Clearstream Banking, société anonyme
Launch Date: 13 July 2012
Subscription Period: Not Applicable
Issue Date: 13 July 2012
Listing: Italian Stock Exchange (Sedex)
Listing Date: The Issue Date or as soon as practicable thereafter
Pricing Date: Not Applicable
Admission to Trading: Application will be made for the Securities to be admitted to trading on the Italian Stock Exchange (SeDeX) with effect from the Listing Date
Details of the minimum and/or maximum amount of application:
Manner in and date on which results of the offer are to be made public:
Please refer to the section of the Base Prospectus entitled "General Information - Information on the Offering of the Securities - (d) Minimum/ Maximum Application Amount"
Please refer to the section of the Base Prospectus entitled "General Information - Information on the Offering of the Securities - (f) Details of the Manner in Which the Results of the Initial Offer are to be Made Public"
Announcements to Holders: Delivered to Borsa Italiana S.p.A for delivery to the market Principal Agent: The Royal Bank of Scotland plc, London branch, 000
Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Registrar: In respect of Securities cleared through CREST, Computershare Investor Services PLC, The Pavilions, Xxxxxxxxxxx Xxxx, Xxxxxxx, XX00 0XX, Xxxxxxx.
In respect of Securities not cleared through CREST, None
Agent(s): BNP Paribas Milan
Calculation Agent: The Royal Bank of Scotland plc, London branch, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Indication of Yield: Not Applicable
Form of the Securities: Dematerialised form
Ratings: Standard & Poor's Credit Market Services Europe Limited: Not Applicable
Moody's Investors Service Limited: Not Applicable Fitch Ratings Limited: Not Applicable
Equity Express Certificates
Series: Assicurazioni Generali SpA Mini Future Long Certificates
Issue Price: EUR 2.00
Additional Market Disruption Events: None
Basket: Not Applicable
Business Day: As stated in Product Condition 1
Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx
Renunciation Security: Assicurazioni Generali SpA Mini Future Long Certificates (ISIN:
GB00B85WZ679)
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 8.56 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date
The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/ Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective.
Current Premium: 7%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 8 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date
The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data
vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective.
Early Termination Amount: The amount determined by the Calculation Agent in accordance
with the following formula, provided that the Early Termination Amount shall not be less than zero:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent
Early Termination Date: Not Applicable
Early Termination Event: Occurs if, in the determination of the Calculation Agent and
subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day and if the Exchange is not the Italian Stock Exchange, at any time from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share ("Prezzo di Riferimento" as defined by the regulations of the Exchange) on a Trading Day; or
(ii) if the Exchange is not the Italian Stock Exchange:
(a) in relation to the Early Termination Event only, the price of the Share as quoted on the Exchange at any time on a Trading Day; and
(b) in relation to all other provisions, the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day.
In all cases as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is
continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption
Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 02 February 2015
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price which the Exchange defines and calculates
as "Daily Settlement Price" on the Valuation Date or the Issuer Call Date, as the case may be
Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable
Interest: Not Applicable
Interest Amount: Not Applicable
Interest Payment Dates: Not Applicable
Interest Period: Not Applicable
Interest Rate: Not Applicable
Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable
Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance
with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:
(Final Reference Price - Current Strike Level) x Entitlement
The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Issuer Call Commencement Date: The first Business Day immediately following the one year period
from (and including) the Launch Date
Issuer Call Notice Period: One calendar month
Launch Date: 13 July 2012
Notional Dividend Amount: Applicable. An amount as determined by the Calculation Agent,
equal to the sum of the cash dividends and/or other cash distributions in respect of the Share which have an ex-dividend
date occurring during the Notional Dividend Period without regard to any withholding tax or other deductions multiplied by the prevailing dividend percentage payable under market standard stock borrow agreements, as determined by the Calculation Agent in its sole and absolute discretion
Notional Dividend Period: As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:
Early Termination Date: Not Applicable
Valuation Date: 8, or in respect of an Emerging Market Disruption Event only, 180
Issuer Call Date: 8, or in respect of an Emerging Market Disruption Event only, 180
Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent
Settlement Currency: EUR
Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date
Redemption Date: Not Applicable
Share: The ordinary shares of the Share Company (ISIN Code: IT0000062072)
Share Company: Assicurazioni Generali SpA (Bloomberg Code: G IM <EQUITY>)
Standard Currency: As stated in Product Condition 1
Underlying Currency: EUR
Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day immediately preceding the Exercise Date; otherwise (ii) the Exercise Date
Valuation Time: The close of trading on the relevant Exchange
Amendments to General Conditions and/or Product Conditions:
Amendments to the Offering Procedure for the Securities:
As specified in Additional Condition 1 Not Applicable
ISIN: GB00B85WZ679
Common Code: Not Applicable
Fondscode: Not Applicable
WKN: Not Applicable
Other Securities Code: Not Applicable
Sales Restriction: The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") and the Securities may not be exercised, offered, sold, transferred or delivered within the United States or to, or for the account or benefit of, any U.S. person as defined in Regulation S under the Securities Act. Furthermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended and no U.S. person may at any time trade or maintain a position in the Securities.
Information on the Underlying
Performance of Underlying/formula/ other variable, explanation of effect on value of investment and associated risks and other information concerning the Underlying:
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
General: Fluctuations in the value of the Underlying will have an effect on the value of the Securities throughout the life of the Securities and at maturity/expiration. The value of the Underlying may go down or up throughout the life of the Securities.
Automatic Termination: If the value or performance of the Underlying on any date meets certain specified conditions, it will affect the value of the Securities, and will potentially lead to the automatic termination of the Securities.
Positive Correlation: All other things being equal, positive performance of the Underlying will have a positive effect on the value of the Securities at maturity/expiration, and negative performance of the Underlying will have a negative effect on the value of the Securities at maturity/expiration.
Leverage: All other things being equal, positive or negative changes in the performance of the Underlying will have a proportionately larger effect on the value of the Securities, and therefore leverage has the potential to magnify gains or losses of the Securities.
No Capital Protection: All other things being equal, the value or performance of the Underlying will affect the value of the Securities at maturity/expiration, to such an extent that the value of the Securities at maturity/expiration may be zero.
Bloomberg Code: G IM <EQUITY>
Website: xxx.xxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xx Italian Newspaper: Il Sole 24 Ore
Additional Information
The statements herein regarding taxation are based on the laws in force in Italy as at the date of this Final Terms and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Securities and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences of their interest in the Securities.
With regard to certain innovative or structured financial instruments there is currently neither case law nor comments of the Italian tax authorities as to the tax treatment of such financial instruments. Accordingly, it cannot be excluded that the Italian tax authorities and courts or Italian intermediaries may adopt a view different from that outlined below.
Pursuant to Article 67 of Presidential Decree No. 917 of 22 December 1986 and Legislative Decree No. 461 of 21 November 1997, as subsequently amended, where the Italian resident Holder is (i) an individual not engaged in an entrepreneurial activity to which the Securities are connected, (ii) a non commercial partnership with the exception of general partnership, limited partnership and similar entities, (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains realised under the sale or the exercise of the Securities are subject to a 20 per cent substitute tax.
Particular provisions apply to Securities held or managed by a qualified intermediary; the recipient may opt for two different tax regime: (1) under the "risparmio amministrato" regime, Italian resident individuals holding the Securities not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on each capital gains realised on the Securities; (2) under the "risparmio gestito" regime any capital gains realised or accrued by the Italian resident individuals holding the Securities not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Securities, will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 20 per cent. substitute tax, to be paid by the managing authorised intermediary. Under some conditions and limitations, Holders may set off capital losses (decrease in value for the risparmio gestito regime) with capital gains (increase in value for the risparmio gestito regime). Capital losses realised (decrease in value accrued for the risparmio gestito regime) before 1 January 2012 may be carried forward to be offset against subsequent capital gains (increase in value accrued for the risparmio gestito regime) of the same nature for an overall sum of 62.5 per cent. of the relevant amount.
Where an Italian resident Holder is a company or similar commercial entity, or the Italian permanent establishment of a foreign commercial entity to which the Securities are effectively connected, capital gains
arising from the Securities will not be subject to imposta sostitutiva, but must be included in the relevant Holder's income tax return and are therefore subject to Italian corporate tax.
Capital gains realised by non-Italian resident Holders are not subject to Italian taxation, provided that the Securities (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside of Italy.
It is worth noting that, in accordance with a different interpretation of current tax law, there is a remote possibility that the Securities would be considered as 'atypical' securities pursuant to Article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Securities may be subject to an Italian withholding tax, levied at the rate of 20 per cent. The withholding tax mentioned above does not apply to payments made to a non-Italian resident Holder and to an Italian resident Holder which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.
Stamp Duty
Pursuant to Article 19(1) of Decree No. 201 of 6 December 2011 (“Decree 201”), a proportional stamp duty applies on an annual basis to the periodic reporting communications sent by financial intermediaries to their clients for the Securities deposited therewith. The stamp duty applies at a rate of 0.1 per cent. for year 2012 and at 0.15 per cent. for subsequent years; this stamp duty is determined on the basis of the market value or
– if no market value figure is available – the nominal value or redemption amount of the Securities held. The stamp duty can be no lower than € 34.20 and, for the year 2012 only, it cannot exceed € 1,200. Although the stamp duty is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance. Under a preliminary interpretation of the law, it may be understood that the stamp duty applies both to Italian resident and non-Italian resident Holders, to the extent that the Securities are held with an Italian-based financial intermediary.
Wealth Tax on securities deposited abroad
Pursuant to Article 19(18) of Decree 201, Italian resident individuals holding the Securities outside the Italian territory are required to pay an additional tax at a rate of 0.1 per cent. for 2011 and 2012, and at 0.15 per cent. for subsequent years. This tax is calculated on the market value of the Securities at the end of the relevant year or – if no market value figure is available – the nominal value or the redemption value of such financial assets held outside the Italian territory. Taxpayers are entitled to an Italian tax credit equivalent to the amount of wealth taxes paid in the State where the financial assets are held (up to an amount equal to the Italian wealth tax due).
Although the wealth tax is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance.
No Significant Change and No Material Adverse Change
There has been no significant change in the financial position of the Issuer Group taken as a whole since 31 December 2011 (the end of the last financial period for which audited financial information of the Issuer Group has been published).
There has been no material adverse change in the prospects of the Issuer Group taken as a whole since 31 December 2011 (the date of the latest published audited financial information of the Issuer Group).
Responsibility
The Issuer accepts responsibility for the information contained in the Base Prospectus, as completed and/or amended by these Final Terms. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Material changes since the date of the Base Prospectus will trigger the need for a supplement under Article 16 of Directive 2003/71/EC which will be filed with both the AFM and the SIX Swiss Exchange.
Annex A
Modulo - Dichiarazione di rinuncia all'esercizio
(Facsimile)
"Assicurazioni Generali SpA Mini Future Long Certificates"
I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai securities in oggetto
La presente dichiarazione deve essere compilata a cura del portatore dei securities in oggetto. A [Intermediario presso cui il portatore detiene il proprio conto]
Nome e Ragione/denominazione sociale dell’Intermediario
[Att: Nome del responsabile dell’ufficio titoli]
[numero di fax – ufficio titoli]
A BNP Paribas, Filiale di Milano Corporate Actions
Tel: (x00) 00 0000 0000
Fax: (x00) 00 0000 0000
Copia a:
The Royal Bank of Scotland plc Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000
Fax: + 00 (0) 000 000 0000
"Assicurazioni Generali SpA Mini Future Long Certificates" (di seguito, Securities)
Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:
A. di rinunciare in modo irrevocabile all’esercizio dei Securities con le caratteristiche di seguito descritte;
B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Additional Conditions" dei Final Terms relativi ai Securities. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Securities, di cui il Portatore intende rinunciare all’esercizio.
(Il Portatore dei Securities)
(Cognome e nome o ragione/denominazione sociale)
(Via e numero civico)
(Comune, provincia) (Telefono)
Serie dei Securities
Codice ISIN dei Securities
Numero dei Securities, di cui si rinuncia all’esercizio.
Il Portatore dei Securities accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).
Luogo e data
Sottoscrizione (sottoscrizioni) del Portatore dei Securities
Final Terms
Dated 13 July 2012
The Royal Bank of Scotland plc
(incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980 registered number SC090312)
250,000 Assicurazioni Generali SpA Mini Future Long Certificates Issue Price: EUR 1.50
The Securities have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act")
or the Securities laws of any state or political subdivision of the United States, and may not be offered, sold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person, except pursuant to an exemption from, or in a transaction not subject to the requirements of the Securities Act and any applicable U.S. state securities laws. The Securities are being offered and sold only: (I) outside the United States to persons other than U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions that meet the requirements of Regulation S under the Securities Act; and (II) only with respect to the equity certificates (as defined herein) in registered form to U.S. persons who are "qualified institutional buyers" (as defined in Rule 144A of the
Securities Act). Futhermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended.
The securities do not constitute units of collective investment schemes within the meaning of the Swiss Federal Act on collective investment schemes ("CISA") and are not subject to the approval of, or supervision by the Swiss Financial Market Supervisory Authority ("FINMA"). Holders of the Securities are exposed to the credit risk of the issuer.
Final Terms
Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Product Conditions applicable to each Series of Securities described herein (the "relevant Product Conditions") as set forth in the Base Prospectus relating to Certificates dated 25 May 2012 (the "Base Prospectus") as supplemented from time to time which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of each Series of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Securities described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing at the office of the Issuer at 00 Xx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxxxx and copies may be obtained from the Issuer at that address.
These Final Terms relate to the Securities and must be read in conjunction with, and are subject to, the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so supplemented. These Final Terms, the relevant Product Conditions and the General Conditions together constitute the Conditions of each Series of the Securities described herein and will be attached to any Global Security representing each such Series of the Securities. In the event of any inconsistency between these Final Terms and the General Conditions or the relevant Product Conditions, these Final Terms will govern.
The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), the Financial Services and Markets Authority (FSMA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB), Commission de Surveillance du Secteur Financier (CSSF), Financial Services Authority (FSA), Financial Supervisory Authority (FIN-FSA), the Danish Financial Services Authority (Finanstilsynet), the Swedish Financial Supervisory Authority and the Financial Supervisory Authority of Norway (Finanstilsynet) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
In respect of Securities to be listed on the SIX Swiss Exchange Ltd, the Programme, together with any Final Terms, will constitute the listing prospectus pursuant to the Listing Rules of the SIX Swiss Exchange Ltd.
So far as the Issuer is aware, no person (other than (i) the Issuer, (ii) the Calculation Agent, see "Risk Factors – Actions taken by the Calculation Agent may affect the Underlying" and "Risk Factors – Actions taken by the Issuer may affect the value of the Securities" in the Base Prospectus and (iii) the third party distributors) involved in the issue of the Certificates has an interest material to the offer.
Issuer: The Royal Bank of Scotland plc
Clearing Agents: Monte Titoli S.p.A, Euroclear Bank S.A. as operator of the Euroclear system, Clearstream Banking, société anonyme
Launch Date: 13 July 2012
Subscription Period: Not Applicable
Issue Date: 13 July 2012
Listing: Italian Stock Exchange (Sedex)
Listing Date: The Issue Date or as soon as practicable thereafter
Pricing Date: Not Applicable
Admission to Trading: Application will be made for the Securities to be admitted to trading on the Italian Stock Exchange (SeDeX) with effect from the Listing Date
Details of the minimum and/or maximum amount of application:
Manner in and date on which results of the offer are to be made public:
Please refer to the section of the Base Prospectus entitled "General Information - Information on the Offering of the Securities - (d) Minimum/ Maximum Application Amount"
Please refer to the section of the Base Prospectus entitled "General Information - Information on the Offering of the Securities - (f) Details of the Manner in Which the Results of the Initial Offer are to be Made Public"
Announcements to Holders: Delivered to Borsa Italiana S.p.A for delivery to the market Principal Agent: The Royal Bank of Scotland plc, London branch, 000
Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Registrar: In respect of Securities cleared through CREST, Computershare Investor Services PLC, The Pavilions, Xxxxxxxxxxx Xxxx, Xxxxxxx, XX00 0XX, Xxxxxxx.
In respect of Securities not cleared through CREST, None
Agent(s): BNP Paribas Milan
Calculation Agent: The Royal Bank of Scotland plc, London branch, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Indication of Yield: Not Applicable
Form of the Securities: Dematerialised form
Ratings: Standard & Poor's Credit Market Services Europe Limited: Not Applicable
Moody's Investors Service Limited: Not Applicable Fitch Ratings Limited: Not Applicable
Equity Express Certificates
Series: Assicurazioni Generali SpA Mini Future Long Certificates
Issue Price: EUR 1.50
Additional Market Disruption Events: None
Basket: Not Applicable
Business Day: As stated in Product Condition 1
Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx
Renunciation Security: Assicurazioni Generali SpA Mini Future Long Certificates (ISIN:
GB00B85WZ562)
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 9.1 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date
The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/ Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective.
Current Premium: 7%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 8.5 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date
The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data
vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective.
Early Termination Amount: The amount determined by the Calculation Agent in accordance
with the following formula, provided that the Early Termination Amount shall not be less than zero:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent
Early Termination Date: Not Applicable
Early Termination Event: Occurs if, in the determination of the Calculation Agent and
subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day and if the Exchange is not the Italian Stock Exchange, at any time from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share ("Prezzo di Riferimento" as defined by the regulations of the Exchange) on a Trading Day; or
(ii) if the Exchange is not the Italian Stock Exchange:
(a) in relation to the Early Termination Event only, the price of the Share as quoted on the Exchange at any time on a Trading Day; and
(b) in relation to all other provisions, the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day.
In all cases as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is
continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption
Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 02 February 2015
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price which the Exchange defines and calculates
as "Daily Settlement Price" on the Valuation Date or the Issuer Call Date, as the case may be
Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable
Interest: Not Applicable
Interest Amount: Not Applicable
Interest Payment Dates: Not Applicable
Interest Period: Not Applicable
Interest Rate: Not Applicable
Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable
Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance
with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:
(Final Reference Price - Current Strike Level) x Entitlement
The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Issuer Call Commencement Date: The first Business Day immediately following the one year period
from (and including) the Launch Date
Issuer Call Notice Period: One calendar month
Launch Date: 13 July 2012
Notional Dividend Amount: Applicable. An amount as determined by the Calculation Agent,
equal to the sum of the cash dividends and/or other cash distributions in respect of the Share which have an ex-dividend
date occurring during the Notional Dividend Period without regard to any withholding tax or other deductions multiplied by the prevailing dividend percentage payable under market standard stock borrow agreements, as determined by the Calculation Agent in its sole and absolute discretion
Notional Dividend Period: As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:
Early Termination Date: Not Applicable
Valuation Date: 8, or in respect of an Emerging Market Disruption Event only, 180
Issuer Call Date: 8, or in respect of an Emerging Market Disruption Event only, 180
Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent
Settlement Currency: EUR
Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date
Redemption Date: Not Applicable
Share: The ordinary shares of the Share Company (ISIN Code: IT0000062072)
Share Company: Assicurazioni Generali SpA (Bloomberg Code: G IM <EQUITY>)
Standard Currency: As stated in Product Condition 1
Underlying Currency: EUR
Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day immediately preceding the Exercise Date; otherwise (ii) the Exercise Date
Valuation Time: The close of trading on the relevant Exchange
Amendments to General Conditions and/or Product Conditions:
Amendments to the Offering Procedure for the Securities:
As specified in Additional Condition 1 Not Applicable
ISIN: GB00B85WZ562
Common Code: Not Applicable
Fondscode: Not Applicable
WKN: Not Applicable
Other Securities Code: Not Applicable
Sales Restriction: The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") and the Securities may not be exercised, offered, sold, transferred or delivered within the United States or to, or for the account or benefit of, any U.S. person as defined in Regulation S under the Securities Act. Furthermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended and no U.S. person may at any time trade or maintain a position in the Securities.
Information on the Underlying
Performance of Underlying/formula/ other variable, explanation of effect on value of investment and associated risks and other information concerning the Underlying:
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
General: Fluctuations in the value of the Underlying will have an effect on the value of the Securities throughout the life of the Securities and at maturity/expiration. The value of the Underlying may go down or up throughout the life of the Securities.
Automatic Termination: If the value or performance of the Underlying on any date meets certain specified conditions, it will affect the value of the Securities, and will potentially lead to the automatic termination of the Securities.
Positive Correlation: All other things being equal, positive performance of the Underlying will have a positive effect on the value of the Securities at maturity/expiration, and negative performance of the Underlying will have a negative effect on the value of the Securities at maturity/expiration.
Leverage: All other things being equal, positive or negative changes in the performance of the Underlying will have a proportionately larger effect on the value of the Securities, and therefore leverage has the potential to magnify gains or losses of the Securities.
No Capital Protection: All other things being equal, the value or performance of the Underlying will affect the value of the Securities at maturity/expiration, to such an extent that the value of the Securities at maturity/expiration may be zero.
Bloomberg Code: G IM <EQUITY>
Website: xxx.xxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xx Italian Newspaper: Il Sole 24 Ore
Additional Information
The statements herein regarding taxation are based on the laws in force in Italy as at the date of this Final Terms and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Securities and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences of their interest in the Securities.
With regard to certain innovative or structured financial instruments there is currently neither case law nor comments of the Italian tax authorities as to the tax treatment of such financial instruments. Accordingly, it cannot be excluded that the Italian tax authorities and courts or Italian intermediaries may adopt a view different from that outlined below.
Pursuant to Article 67 of Presidential Decree No. 917 of 22 December 1986 and Legislative Decree No. 461 of 21 November 1997, as subsequently amended, where the Italian resident Holder is (i) an individual not engaged in an entrepreneurial activity to which the Securities are connected, (ii) a non commercial partnership with the exception of general partnership, limited partnership and similar entities, (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains realised under the sale or the exercise of the Securities are subject to a 20 per cent substitute tax.
Particular provisions apply to Securities held or managed by a qualified intermediary; the recipient may opt for two different tax regime: (1) under the "risparmio amministrato" regime, Italian resident individuals holding the Securities not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on each capital gains realised on the Securities; (2) under the "risparmio gestito" regime any capital gains realised or accrued by the Italian resident individuals holding the Securities not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Securities, will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 20 per cent. substitute tax, to be paid by the managing authorised intermediary. Under some conditions and limitations, Holders may set off capital losses (decrease in value for the risparmio gestito regime) with capital gains (increase in value for the risparmio gestito regime). Capital losses realised (decrease in value accrued for the risparmio gestito regime) before 1 January 2012 may be carried forward to be offset against subsequent capital gains (increase in value accrued for the risparmio gestito regime) of the same nature for an overall sum of 62.5 per cent. of the relevant amount.
Where an Italian resident Holder is a company or similar commercial entity, or the Italian permanent establishment of a foreign commercial entity to which the Securities are effectively connected, capital gains
arising from the Securities will not be subject to imposta sostitutiva, but must be included in the relevant Holder's income tax return and are therefore subject to Italian corporate tax.
Capital gains realised by non-Italian resident Holders are not subject to Italian taxation, provided that the Securities (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside of Italy.
It is worth noting that, in accordance with a different interpretation of current tax law, there is a remote possibility that the Securities would be considered as 'atypical' securities pursuant to Article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Securities may be subject to an Italian withholding tax, levied at the rate of 20 per cent. The withholding tax mentioned above does not apply to payments made to a non-Italian resident Holder and to an Italian resident Holder which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.
Stamp Duty
Pursuant to Article 19(1) of Decree No. 201 of 6 December 2011 (“Decree 201”), a proportional stamp duty applies on an annual basis to the periodic reporting communications sent by financial intermediaries to their clients for the Securities deposited therewith. The stamp duty applies at a rate of 0.1 per cent. for year 2012 and at 0.15 per cent. for subsequent years; this stamp duty is determined on the basis of the market value or
– if no market value figure is available – the nominal value or redemption amount of the Securities held. The stamp duty can be no lower than € 34.20 and, for the year 2012 only, it cannot exceed € 1,200. Although the stamp duty is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance. Under a preliminary interpretation of the law, it may be understood that the stamp duty applies both to Italian resident and non-Italian resident Holders, to the extent that the Securities are held with an Italian-based financial intermediary.
Wealth Tax on securities deposited abroad
Pursuant to Article 19(18) of Decree 201, Italian resident individuals holding the Securities outside the Italian territory are required to pay an additional tax at a rate of 0.1 per cent. for 2011 and 2012, and at 0.15 per cent. for subsequent years. This tax is calculated on the market value of the Securities at the end of the relevant year or – if no market value figure is available – the nominal value or the redemption value of such financial assets held outside the Italian territory. Taxpayers are entitled to an Italian tax credit equivalent to the amount of wealth taxes paid in the State where the financial assets are held (up to an amount equal to the Italian wealth tax due).
Although the wealth tax is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance.
No Significant Change and No Material Adverse Change
There has been no significant change in the financial position of the Issuer Group taken as a whole since 31 December 2011 (the end of the last financial period for which audited financial information of the Issuer Group has been published).
There has been no material adverse change in the prospects of the Issuer Group taken as a whole since 31 December 2011 (the date of the latest published audited financial information of the Issuer Group).
Responsibility
The Issuer accepts responsibility for the information contained in the Base Prospectus, as completed and/or amended by these Final Terms. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Material changes since the date of the Base Prospectus will trigger the need for a supplement under Article 16 of Directive 2003/71/EC which will be filed with both the AFM and the SIX Swiss Exchange.
Annex A
Modulo - Dichiarazione di rinuncia all'esercizio
(Facsimile)
"Assicurazioni Generali SpA Mini Future Long Certificates"
I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai securities in oggetto
La presente dichiarazione deve essere compilata a cura del portatore dei securities in oggetto. A [Intermediario presso cui il portatore detiene il proprio conto]
Nome e Ragione/denominazione sociale dell’Intermediario
[Att: Nome del responsabile dell’ufficio titoli]
[numero di fax – ufficio titoli]
A BNP Paribas, Filiale di Milano Corporate Actions
Tel: (x00) 00 0000 0000
Fax: (x00) 00 0000 0000
Copia a:
The Royal Bank of Scotland plc Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000
Fax: + 00 (0) 000 000 0000
"Assicurazioni Generali SpA Mini Future Long Certificates" (di seguito, Securities)
Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:
A. di rinunciare in modo irrevocabile all’esercizio dei Securities con le caratteristiche di seguito descritte;
B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Additional Conditions" dei Final Terms relativi ai Securities. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Securities, di cui il Portatore intende rinunciare all’esercizio.
(Il Portatore dei Securities)
(Cognome e nome o ragione/denominazione sociale)
(Via e numero civico)
(Comune, provincia) (Telefono)
Serie dei Securities
Codice ISIN dei Securities
Numero dei Securities, di cui si rinuncia all’esercizio.
Il Portatore dei Securities accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).
Luogo e data
Sottoscrizione (sottoscrizioni) del Portatore dei Securities
Final Terms
Dated 13 July 2012
The Royal Bank of Scotland plc
(incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980 registered number SC090312)
200,000 Atlantia Mini Future Long Certificates Issue Price: EUR 1.63
The Securities have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act")
or the Securities laws of any state or political subdivision of the United States, and may not be offered, sold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person, except pursuant to an exemption from, or in a transaction not subject to the requirements of the Securities Act and any applicable U.S. state securities laws. The Securities are being offered and sold only: (I) outside the United States to persons other than U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions that meet the requirements of Regulation S under the Securities Act; and (II) only with respect to the equity certificates (as defined herein) in registered form to U.S. persons who are "qualified institutional buyers" (as defined in Rule 144A of the
Securities Act). Futhermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended.
The securities do not constitute units of collective investment schemes within the meaning of the Swiss Federal Act on collective investment schemes ("CISA") and are not subject to the approval of, or supervision by the Swiss Financial Market Supervisory Authority ("FINMA"). Holders of the Securities are exposed to the credit risk of the issuer.
Final Terms
Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Product Conditions applicable to each Series of Securities described herein (the "relevant Product Conditions") as set forth in the Base Prospectus relating to Certificates dated 25 May 2012 (the "Base Prospectus") as supplemented from time to time which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of each Series of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Securities described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing at the office of the Issuer at 00 Xx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxxxx and copies may be obtained from the Issuer at that address.
These Final Terms relate to the Securities and must be read in conjunction with, and are subject to, the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so supplemented. These Final Terms, the relevant Product Conditions and the General Conditions together constitute the Conditions of each Series of the Securities described herein and will be attached to any Global Security representing each such Series of the Securities. In the event of any inconsistency between these Final Terms and the General Conditions or the relevant Product Conditions, these Final Terms will govern.
The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), the Financial Services and Markets Authority (FSMA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB), Commission de Surveillance du Secteur Financier (CSSF), Financial Services Authority (FSA), Financial Supervisory Authority (FIN-FSA), the Danish Financial Services Authority (Finanstilsynet), the Swedish Financial Supervisory Authority and the Financial Supervisory Authority of Norway (Finanstilsynet) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
In respect of Securities to be listed on the SIX Swiss Exchange Ltd, the Programme, together with any Final Terms, will constitute the listing prospectus pursuant to the Listing Rules of the SIX Swiss Exchange Ltd.
So far as the Issuer is aware, no person (other than (i) the Issuer, (ii) the Calculation Agent, see "Risk Factors – Actions taken by the Calculation Agent may affect the Underlying" and "Risk Factors – Actions taken by the Issuer may affect the value of the Securities" in the Base Prospectus and (iii) the third party distributors) involved in the issue of the Certificates has an interest material to the offer.
Issuer: The Royal Bank of Scotland plc
Clearing Agents: Monte Titoli S.p.A, Euroclear Bank S.A. as operator of the Euroclear system, Clearstream Banking, société anonyme
Launch Date: 13 July 2012
Subscription Period: Not Applicable
Issue Date: 13 July 2012
Listing: Italian Stock Exchange (Sedex)
Listing Date: The Issue Date or as soon as practicable thereafter
Pricing Date: Not Applicable
Admission to Trading: Application will be made for the Securities to be admitted to trading on the Italian Stock Exchange (SeDeX) with effect from the Listing Date
Details of the minimum and/or maximum amount of application:
Manner in and date on which results of the offer are to be made public:
Please refer to the section of the Base Prospectus entitled "General Information - Information on the Offering of the Securities - (d) Minimum/ Maximum Application Amount"
Please refer to the section of the Base Prospectus entitled "General Information - Information on the Offering of the Securities - (f) Details of the Manner in Which the Results of the Initial Offer are to be Made Public"
Announcements to Holders: Delivered to Borsa Italiana S.p.A for delivery to the market Principal Agent: The Royal Bank of Scotland plc, London branch, 000
Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Registrar: In respect of Securities cleared through CREST, Computershare Investor Services PLC, The Pavilions, Xxxxxxxxxxx Xxxx, Xxxxxxx, XX00 0XX, Xxxxxxx.
In respect of Securities not cleared through CREST, None
Agent(s): BNP Paribas Milan
Calculation Agent: The Royal Bank of Scotland plc, London branch, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Indication of Yield: Not Applicable
Form of the Securities: Dematerialised form
Ratings: Standard & Poor's Credit Market Services Europe Limited: Not Applicable
Moody's Investors Service Limited: Not Applicable Fitch Ratings Limited: Not Applicable
Equity Express Certificates
Series: Atlantia Mini Future Long Certificates
Issue Price: EUR 1.63
Additional Market Disruption Events: None
Basket: Not Applicable
Business Day: As stated in Product Condition 1
Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx
Renunciation Security: Atlantia Mini Future Long Certificates (ISIN: GB00B85WZM33) Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 9.1 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date
The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/ Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective.
Current Premium: 7%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 8.5 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date
The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business
Day preceding the day when the Current Strike Level becomes effective.
Early Termination Amount: The amount determined by the Calculation Agent in accordance
with the following formula, provided that the Early Termination Amount shall not be less than zero:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent
Early Termination Date: Not Applicable
Early Termination Event: Occurs if, in the determination of the Calculation Agent and
subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day and if the Exchange is not the Italian Stock Exchange, at any time from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share ("Prezzo di Riferimento" as defined by the regulations of the Exchange) on a Trading Day; or
(ii) if the Exchange is not the Italian Stock Exchange:
(a) in relation to the Early Termination Event only, the price of the Share as quoted on the Exchange at any time on a Trading Day; and
(b) in relation to all other provisions, the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day.
In all cases as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its
good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption
Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 02 February 2015
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price which the Exchange defines and calculates
as "Daily Settlement Price" on the Valuation Date or the Issuer Call Date, as the case may be
Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable
Interest: Not Applicable
Interest Amount: Not Applicable
Interest Payment Dates: Not Applicable
Interest Period: Not Applicable
Interest Rate: Not Applicable
Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable
Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance
with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:
(Final Reference Price - Current Strike Level) x Entitlement
The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Issuer Call Commencement Date: The first Business Day immediately following the one year period
from (and including) the Launch Date
Issuer Call Notice Period: One calendar month
Launch Date: 13 July 2012
Notional Dividend Amount: Applicable. An amount as determined by the Calculation Agent,
equal to the sum of the cash dividends and/or other cash distributions in respect of the Share which have an ex-dividend date occurring during the Notional Dividend Period without regard
to any withholding tax or other deductions multiplied by the prevailing dividend percentage payable under market standard stock borrow agreements, as determined by the Calculation Agent in its sole and absolute discretion
Notional Dividend Period: As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:
Early Termination Date: Not Applicable
Valuation Date: 8, or in respect of an Emerging Market Disruption Event only, 180
Issuer Call Date: 8, or in respect of an Emerging Market Disruption Event only, 180
Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent
Settlement Currency: EUR
Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date
Redemption Date: Not Applicable
Share: The ordinary shares of the Share Company (ISIN Code: IT0003506190)
Share Company: Atlantia (Bloomberg Code: ATL IM <EQUITY>)
Standard Currency: As stated in Product Condition 1
Underlying Currency: EUR
Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day immediately preceding the Exercise Date; otherwise (ii) the Exercise Date
Valuation Time: The close of trading on the relevant Exchange
Amendments to General Conditions and/or Product Conditions:
Amendments to the Offering Procedure for the Securities:
As specified in Additional Condition 1 Not Applicable
ISIN: GB00B85WZM33
Common Code: Not Applicable
Fondscode: Not Applicable
WKN: Not Applicable
Other Securities Code: Not Applicable
Sales Restriction: The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities
Information on the Underlying
Performance of Underlying/formula/ other variable, explanation of effect on value of investment and associated risks and other information concerning the Underlying:
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
Act") and the Securities may not be exercised, offered, sold, transferred or delivered within the United States or to, or for the account or benefit of, any U.S. person as defined in Regulation S under the Securities Act. Furthermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended and no U.S. person may at any time trade or maintain a position in the Securities.
General: Fluctuations in the value of the Underlying will have an effect on the value of the Securities throughout the life of the Securities and at maturity/expiration. The value of the Underlying may go down or up throughout the life of the Securities.
Automatic Termination: If the value or performance of the Underlying on any date meets certain specified conditions, it will affect the value of the Securities, and will potentially lead to the automatic termination of the Securities.
Positive Correlation: All other things being equal, positive performance of the Underlying will have a positive effect on the value of the Securities at maturity/expiration, and negative performance of the Underlying will have a negative effect on the value of the Securities at maturity/expiration.
Leverage: All other things being equal, positive or negative changes in the performance of the Underlying will have a proportionately larger effect on the value of the Securities, and therefore leverage has the potential to magnify gains or losses of the Securities.
No Capital Protection: All other things being equal, the value or performance of the Underlying will affect the value of the Securities at maturity/expiration, to such an extent that the value of the Securities at maturity/expiration may be zero.
Bloomberg Code: ATL IM <EQUITY>
Website: xxx.xxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xx Italian Newspaper: Il Sole 24 Ore
Additional Information
The statements herein regarding taxation are based on the laws in force in Italy as at the date of this Final Terms and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Securities and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences of their interest in the Securities.
With regard to certain innovative or structured financial instruments there is currently neither case law nor comments of the Italian tax authorities as to the tax treatment of such financial instruments. Accordingly, it cannot be excluded that the Italian tax authorities and courts or Italian intermediaries may adopt a view different from that outlined below.
Pursuant to Article 67 of Presidential Decree No. 917 of 22 December 1986 and Legislative Decree No. 461 of 21 November 1997, as subsequently amended, where the Italian resident Holder is (i) an individual not engaged in an entrepreneurial activity to which the Securities are connected, (ii) a non commercial partnership with the exception of general partnership, limited partnership and similar entities, (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains realised under the sale or the exercise of the Securities are subject to a 20 per cent substitute tax.
Particular provisions apply to Securities held or managed by a qualified intermediary; the recipient may opt for two different tax regime: (1) under the "risparmio amministrato" regime, Italian resident individuals holding the Securities not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on each capital gains realised on the Securities; (2) under the "risparmio gestito" regime any capital gains realised or accrued by the Italian resident individuals holding the Securities not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Securities, will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 20 per cent. substitute tax, to be paid by the managing authorised intermediary. Under some conditions and limitations, Holders may set off capital losses (decrease in value for the risparmio gestito regime) with capital gains (increase in value for the risparmio gestito regime). Capital losses realised (decrease in value accrued for the risparmio gestito regime) before 1 January 2012 may be carried forward to be offset against subsequent capital gains (increase in value accrued for the risparmio gestito regime) of the same nature for an overall sum of 62.5 per cent. of the relevant amount.
Where an Italian resident Holder is a company or similar commercial entity, or the Italian permanent establishment of a foreign commercial entity to which the Securities are effectively connected, capital gains
arising from the Securities will not be subject to imposta sostitutiva, but must be included in the relevant Holder's income tax return and are therefore subject to Italian corporate tax.
Capital gains realised by non-Italian resident Holders are not subject to Italian taxation, provided that the Securities (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside of Italy.
It is worth noting that, in accordance with a different interpretation of current tax law, there is a remote possibility that the Securities would be considered as 'atypical' securities pursuant to Article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Securities may be subject to an Italian withholding tax, levied at the rate of 20 per cent. The withholding tax mentioned above does not apply to payments made to a non-Italian resident Holder and to an Italian resident Holder which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.
Stamp Duty
Pursuant to Article 19(1) of Decree No. 201 of 6 December 2011 (“Decree 201”), a proportional stamp duty applies on an annual basis to the periodic reporting communications sent by financial intermediaries to their clients for the Securities deposited therewith. The stamp duty applies at a rate of 0.1 per cent. for year 2012 and at 0.15 per cent. for subsequent years; this stamp duty is determined on the basis of the market value or
– if no market value figure is available – the nominal value or redemption amount of the Securities held. The stamp duty can be no lower than € 34.20 and, for the year 2012 only, it cannot exceed € 1,200. Although the stamp duty is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance. Under a preliminary interpretation of the law, it may be understood that the stamp duty applies both to Italian resident and non-Italian resident Holders, to the extent that the Securities are held with an Italian-based financial intermediary.
Wealth Tax on securities deposited abroad
Pursuant to Article 19(18) of Decree 201, Italian resident individuals holding the Securities outside the Italian territory are required to pay an additional tax at a rate of 0.1 per cent. for 2011 and 2012, and at 0.15 per cent. for subsequent years. This tax is calculated on the market value of the Securities at the end of the relevant year or – if no market value figure is available – the nominal value or the redemption value of such financial assets held outside the Italian territory. Taxpayers are entitled to an Italian tax credit equivalent to the amount of wealth taxes paid in the State where the financial assets are held (up to an amount equal to the Italian wealth tax due).
Although the wealth tax is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance.
No Significant Change and No Material Adverse Change
There has been no significant change in the financial position of the Issuer Group taken as a whole since 31 December 2011 (the end of the last financial period for which audited financial information of the Issuer Group has been published).
There has been no material adverse change in the prospects of the Issuer Group taken as a whole since 31 December 2011 (the date of the latest published audited financial information of the Issuer Group).
Responsibility
The Issuer accepts responsibility for the information contained in the Base Prospectus, as completed and/or amended by these Final Terms. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Material changes since the date of the Base Prospectus will trigger the need for a supplement under Article 16 of Directive 2003/71/EC which will be filed with both the AFM and the SIX Swiss Exchange.
Annex A
Modulo - Dichiarazione di rinuncia all'esercizio
(Facsimile)
"Atlantia Mini Future Long Certificates"
I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai securities in oggetto
La presente dichiarazione deve essere compilata a cura del portatore dei securities in oggetto. A [Intermediario presso cui il portatore detiene il proprio conto]
Nome e Ragione/denominazione sociale dell’Intermediario
[Att: Nome del responsabile dell’ufficio titoli]
[numero di fax – ufficio titoli]
A BNP Paribas, Filiale di Milano Corporate Actions
Tel: (x00) 00 0000 0000
Fax: (x00) 00 0000 0000
Copia a:
The Royal Bank of Scotland plc Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000
Fax: + 00 (0) 000 000 0000
"Atlantia Mini Future Long Certificates" (di seguito, Securities)
Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:
A. di rinunciare in modo irrevocabile all’esercizio dei Securities con le caratteristiche di seguito descritte;
B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Additional Conditions" dei Final Terms relativi ai Securities. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Securities, di cui il Portatore intende rinunciare all’esercizio.
(Il Portatore dei Securities)
(Cognome e nome o ragione/denominazione sociale)
(Via e numero civico)
(Comune, provincia) (Telefono)
Serie dei Securities
Codice ISIN dei Securities
Numero dei Securities, di cui si rinuncia all’esercizio.
Il Portatore dei Securities accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).
Luogo e data
Sottoscrizione (sottoscrizioni) del Portatore dei Securities
Final Terms
Dated 13 July 2012
The Royal Bank of Scotland plc
(incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980 registered number SC090312)
6,000,000 Banca Popolare di Milano Scarl Mini Future Long Certificates Issue Price: EUR 0.08
The Securities have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act")
or the Securities laws of any state or political subdivision of the United States, and may not be offered, sold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person, except pursuant to an exemption from, or in a transaction not subject to the requirements of the Securities Act and any applicable U.S. state securities laws. The Securities are being offered and sold only: (I) outside the United States to persons other than U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions that meet the requirements of Regulation S under the Securities Act; and (II) only with respect to the equity certificates (as defined herein) in registered form to U.S. persons who are "qualified institutional buyers" (as defined in Rule 144A of the
Securities Act). Futhermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended.
The securities do not constitute units of collective investment schemes within the meaning of the Swiss Federal Act on collective investment schemes ("CISA") and are not subject to the approval of, or supervision by the Swiss Financial Market Supervisory Authority ("FINMA"). Holders of the Securities are exposed to the credit risk of the issuer.
Final Terms
Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Product Conditions applicable to each Series of Securities described herein (the "relevant Product Conditions") as set forth in the Base Prospectus relating to Certificates dated 25 May 2012 (the "Base Prospectus") as supplemented from time to time which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of each Series of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Securities described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing at the office of the Issuer at 00 Xx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxxxx and copies may be obtained from the Issuer at that address.
These Final Terms relate to the Securities and must be read in conjunction with, and are subject to, the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so supplemented. These Final Terms, the relevant Product Conditions and the General Conditions together constitute the Conditions of each Series of the Securities described herein and will be attached to any Global Security representing each such Series of the Securities. In the event of any inconsistency between these Final Terms and the General Conditions or the relevant Product Conditions, these Final Terms will govern.
The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), the Financial Services and Markets Authority (FSMA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB), Commission de Surveillance du Secteur Financier (CSSF), Financial Services Authority (FSA), Financial Supervisory Authority (FIN-FSA), the Danish Financial Services Authority (Finanstilsynet), the Swedish Financial Supervisory Authority and the Financial Supervisory Authority of Norway (Finanstilsynet) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
In respect of Securities to be listed on the SIX Swiss Exchange Ltd, the Programme, together with any Final Terms, will constitute the listing prospectus pursuant to the Listing Rules of the SIX Swiss Exchange Ltd.
So far as the Issuer is aware, no person (other than (i) the Issuer, (ii) the Calculation Agent, see "Risk Factors – Actions taken by the Calculation Agent may affect the Underlying" and "Risk Factors – Actions taken by the Issuer may affect the value of the Securities" in the Base Prospectus and (iii) the third party distributors) involved in the issue of the Certificates has an interest material to the offer.
Issuer: The Royal Bank of Scotland plc
Clearing Agents: Monte Titoli S.p.A, Euroclear Bank S.A. as operator of the Euroclear system, Clearstream Banking, société anonyme
Launch Date: 13 July 2012
Subscription Period: Not Applicable
Issue Date: 13 July 2012
Listing: Italian Stock Exchange (Sedex)
Listing Date: The Issue Date or as soon as practicable thereafter
Pricing Date: Not Applicable
Admission to Trading: Application will be made for the Securities to be admitted to trading on the Italian Stock Exchange (SeDeX) with effect from the Listing Date
Details of the minimum and/or maximum amount of application:
Manner in and date on which results of the offer are to be made public:
Please refer to the section of the Base Prospectus entitled "General Information - Information on the Offering of the Securities - (d) Minimum/ Maximum Application Amount"
Please refer to the section of the Base Prospectus entitled "General Information - Information on the Offering of the Securities - (f) Details of the Manner in Which the Results of the Initial Offer are to be Made Public"
Announcements to Holders: Delivered to Borsa Italiana S.p.A for delivery to the market Principal Agent: The Royal Bank of Scotland plc, London branch, 000
Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Registrar: In respect of Securities cleared through CREST, Computershare Investor Services PLC, The Pavilions, Xxxxxxxxxxx Xxxx, Xxxxxxx, XX00 0XX, Xxxxxxx.
In respect of Securities not cleared through CREST, None
Agent(s): BNP Paribas Milan
Calculation Agent: The Royal Bank of Scotland plc, London branch, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Indication of Yield: Not Applicable
Form of the Securities: Dematerialised form
Ratings: Standard & Poor's Credit Market Services Europe Limited: Not Applicable
Moody's Investors Service Limited: Not Applicable Fitch Ratings Limited: Not Applicable
Equity Express Certificates
Series: Banca Popolare di Milano Scarl Mini Future Long Certificates
Issue Price: EUR 0.08
Additional Market Disruption Events: None
Basket: Not Applicable
Business Day: As stated in Product Condition 1
Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx
Renunciation Security: Banca Popolare di Milano Scarl Mini Future Long Certificates
(ISIN: GB00B85WYT37)
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 0.3 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date
The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/ Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective.
Current Premium: 7%
Current Spread: 2.5%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 0.28 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date
The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data
vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective.
Early Termination Amount: The amount determined by the Calculation Agent in accordance
with the following formula, provided that the Early Termination Amount shall not be less than zero:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent
Early Termination Date: Not Applicable
Early Termination Event: Occurs if, in the determination of the Calculation Agent and
subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day and if the Exchange is not the Italian Stock Exchange, at any time from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share ("Prezzo di Riferimento" as defined by the regulations of the Exchange) on a Trading Day; or
(ii) if the Exchange is not the Italian Stock Exchange:
(a) in relation to the Early Termination Event only, the price of the Share as quoted on the Exchange at any time on a Trading Day; and
(b) in relation to all other provisions, the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day.
In all cases as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is
continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption
Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 02 February 2015
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price which the Exchange defines and calculates
as "Daily Settlement Price" on the Valuation Date or the Issuer Call Date, as the case may be
Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable
Interest: Not Applicable
Interest Amount: Not Applicable
Interest Payment Dates: Not Applicable
Interest Period: Not Applicable
Interest Rate: Not Applicable
Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable
Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance
with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:
(Final Reference Price - Current Strike Level) x Entitlement
The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Issuer Call Commencement Date: The first Business Day immediately following the one year period
from (and including) the Launch Date
Issuer Call Notice Period: One calendar month
Launch Date: 13 July 2012
Notional Dividend Amount: Applicable. An amount as determined by the Calculation Agent,
equal to the sum of the cash dividends and/or other cash distributions in respect of the Share which have an ex-dividend
date occurring during the Notional Dividend Period without regard to any withholding tax or other deductions multiplied by the prevailing dividend percentage payable under market standard stock borrow agreements, as determined by the Calculation Agent in its sole and absolute discretion
Notional Dividend Period: As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:
Early Termination Date: Not Applicable
Valuation Date: 8, or in respect of an Emerging Market Disruption Event only, 180
Issuer Call Date: 8, or in respect of an Emerging Market Disruption Event only, 180
Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent
Settlement Currency: EUR
Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date
Redemption Date: Not Applicable
Share: The ordinary shares of the Share Company (ISIN Code: IT0000064482)
Share Company: Banca Popolare di Milano Scarl (Bloomberg Code: PMI IM
<EQUITY>)
Standard Currency: As stated in Product Condition 1
Underlying Currency: EUR
Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day immediately preceding the Exercise Date; otherwise (ii) the Exercise Date
Valuation Time: The close of trading on the relevant Exchange
Amendments to General Conditions and/or Product Conditions:
Amendments to the Offering Procedure for the Securities:
As specified in Additional Condition 1 Not Applicable
ISIN: GB00B85WYT37
Common Code: Not Applicable
Fondscode: Not Applicable
WKN: Not Applicable
Other Securities Code: Not Applicable
Sales Restriction: The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") and the Securities may not be exercised, offered, sold, transferred or delivered within the United States or to, or for the account or benefit of, any U.S. person as defined in Regulation S under the Securities Act. Furthermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended and no U.S. person may at any time trade or maintain a position in the Securities.
Information on the Underlying
Performance of Underlying/formula/ other variable, explanation of effect on value of investment and associated risks and other information concerning the Underlying:
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
General: Fluctuations in the value of the Underlying will have an effect on the value of the Securities throughout the life of the Securities and at maturity/expiration. The value of the Underlying may go down or up throughout the life of the Securities.
Automatic Termination: If the value or performance of the Underlying on any date meets certain specified conditions, it will affect the value of the Securities, and will potentially lead to the automatic termination of the Securities.
Positive Correlation: All other things being equal, positive performance of the Underlying will have a positive effect on the value of the Securities at maturity/expiration, and negative performance of the Underlying will have a negative effect on the value of the Securities at maturity/expiration.
Leverage: All other things being equal, positive or negative changes in the performance of the Underlying will have a proportionately larger effect on the value of the Securities, and therefore leverage has the potential to magnify gains or losses of the Securities.
No Capital Protection: All other things being equal, the value or performance of the Underlying will affect the value of the Securities at maturity/expiration, to such an extent that the value of the Securities at maturity/expiration may be zero.
Bloomberg Code: PMI IM <EQUITY> Website: xxx.xxx.xx and xxx.xxxxxxxxxxxxx.xx Italian Newspaper: Il Sole 24 Ore
Additional Information
The statements herein regarding taxation are based on the laws in force in Italy as at the date of this Final Terms and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Securities and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences of their interest in the Securities.
With regard to certain innovative or structured financial instruments there is currently neither case law nor comments of the Italian tax authorities as to the tax treatment of such financial instruments. Accordingly, it cannot be excluded that the Italian tax authorities and courts or Italian intermediaries may adopt a view different from that outlined below.
Pursuant to Article 67 of Presidential Decree No. 917 of 22 December 1986 and Legislative Decree No. 461 of 21 November 1997, as subsequently amended, where the Italian resident Holder is (i) an individual not engaged in an entrepreneurial activity to which the Securities are connected, (ii) a non commercial partnership with the exception of general partnership, limited partnership and similar entities, (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains realised under the sale or the exercise of the Securities are subject to a 20 per cent substitute tax.
Particular provisions apply to Securities held or managed by a qualified intermediary; the recipient may opt for two different tax regime: (1) under the "risparmio amministrato" regime, Italian resident individuals holding the Securities not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on each capital gains realised on the Securities; (2) under the "risparmio gestito" regime any capital gains realised or accrued by the Italian resident individuals holding the Securities not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Securities, will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 20 per cent. substitute tax, to be paid by the managing authorised intermediary. Under some conditions and limitations, Holders may set off capital losses (decrease in value for the risparmio gestito regime) with capital gains (increase in value for the risparmio gestito regime). Capital losses realised (decrease in value accrued for the risparmio gestito regime) before 1 January 2012 may be carried forward to be offset against subsequent capital gains (increase in value accrued for the risparmio gestito regime) of the same nature for an overall sum of 62.5 per cent. of the relevant amount.
Where an Italian resident Holder is a company or similar commercial entity, or the Italian permanent establishment of a foreign commercial entity to which the Securities are effectively connected, capital gains
arising from the Securities will not be subject to imposta sostitutiva, but must be included in the relevant Holder's income tax return and are therefore subject to Italian corporate tax.
Capital gains realised by non-Italian resident Holders are not subject to Italian taxation, provided that the Securities (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside of Italy.
It is worth noting that, in accordance with a different interpretation of current tax law, there is a remote possibility that the Securities would be considered as 'atypical' securities pursuant to Article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Securities may be subject to an Italian withholding tax, levied at the rate of 20 per cent. The withholding tax mentioned above does not apply to payments made to a non-Italian resident Holder and to an Italian resident Holder which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.
Stamp Duty
Pursuant to Article 19(1) of Decree No. 201 of 6 December 2011 (“Decree 201”), a proportional stamp duty applies on an annual basis to the periodic reporting communications sent by financial intermediaries to their clients for the Securities deposited therewith. The stamp duty applies at a rate of 0.1 per cent. for year 2012 and at 0.15 per cent. for subsequent years; this stamp duty is determined on the basis of the market value or
– if no market value figure is available – the nominal value or redemption amount of the Securities held. The stamp duty can be no lower than € 34.20 and, for the year 2012 only, it cannot exceed € 1,200. Although the stamp duty is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance. Under a preliminary interpretation of the law, it may be understood that the stamp duty applies both to Italian resident and non-Italian resident Holders, to the extent that the Securities are held with an Italian-based financial intermediary.
Wealth Tax on securities deposited abroad
Pursuant to Article 19(18) of Decree 201, Italian resident individuals holding the Securities outside the Italian territory are required to pay an additional tax at a rate of 0.1 per cent. for 2011 and 2012, and at 0.15 per cent. for subsequent years. This tax is calculated on the market value of the Securities at the end of the relevant year or – if no market value figure is available – the nominal value or the redemption value of such financial assets held outside the Italian territory. Taxpayers are entitled to an Italian tax credit equivalent to the amount of wealth taxes paid in the State where the financial assets are held (up to an amount equal to the Italian wealth tax due).
Although the wealth tax is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance.
No Significant Change and No Material Adverse Change
There has been no significant change in the financial position of the Issuer Group taken as a whole since 31 December 2011 (the end of the last financial period for which audited financial information of the Issuer Group has been published).
There has been no material adverse change in the prospects of the Issuer Group taken as a whole since 31 December 2011 (the date of the latest published audited financial information of the Issuer Group).
Responsibility
The Issuer accepts responsibility for the information contained in the Base Prospectus, as completed and/or amended by these Final Terms. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Material changes since the date of the Base Prospectus will trigger the need for a supplement under Article 16 of Directive 2003/71/EC which will be filed with both the AFM and the SIX Swiss Exchange.
Annex A
Modulo - Dichiarazione di rinuncia all'esercizio
(Facsimile)
"Banca Popolare di Milano Scarl Mini Future Long Certificates"
I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai securities in oggetto
La presente dichiarazione deve essere compilata a cura del portatore dei securities in oggetto. A [Intermediario presso cui il portatore detiene il proprio conto]
Nome e Ragione/denominazione sociale dell’Intermediario
[Att: Nome del responsabile dell’ufficio titoli]
[numero di fax – ufficio titoli]
A BNP Paribas, Filiale di Milano Corporate Actions
Tel: (x00) 00 0000 0000
Fax: (x00) 00 0000 0000
Copia a:
The Royal Bank of Scotland plc Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000
Fax: + 00 (0) 000 000 0000
"Banca Popolare di Milano Scarl Mini Future Long Certificates" (di seguito, Securities)
Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:
A. di rinunciare in modo irrevocabile all’esercizio dei Securities con le caratteristiche di seguito descritte;
B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Additional Conditions" dei Final Terms relativi ai Securities. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Securities, di cui il Portatore intende rinunciare all’esercizio.
(Il Portatore dei Securities)
(Cognome e nome o ragione/denominazione sociale)
(Via e numero civico)
(Comune, provincia) (Telefono)
Serie dei Securities
Codice ISIN dei Securities
Numero dei Securities, di cui si rinuncia all’esercizio.
Il Portatore dei Securities accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).
Luogo e data
Sottoscrizione (sottoscrizioni) del Portatore dei Securities
Final Terms
Dated 13 July 2012
The Royal Bank of Scotland plc
(incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980 registered number SC090312)
6,000,000 Banca Popolare di Milano Scarl Mini Future Long Certificates Issue Price: EUR 0.06
The Securities have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act")
or the Securities laws of any state or political subdivision of the United States, and may not be offered, sold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person, except pursuant to an exemption from, or in a transaction not subject to the requirements of the Securities Act and any applicable U.S. state securities laws. The Securities are being offered and sold only: (I) outside the United States to persons other than U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions that meet the requirements of Regulation S under the Securities Act; and (II) only with respect to the equity certificates (as defined herein) in registered form to U.S. persons who are "qualified institutional buyers" (as defined in Rule 144A of the
Securities Act). Futhermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended.
The securities do not constitute units of collective investment schemes within the meaning of the Swiss Federal Act on collective investment schemes ("CISA") and are not subject to the approval of, or supervision by the Swiss Financial Market Supervisory Authority ("FINMA"). Holders of the Securities are exposed to the credit risk of the issuer.
Final Terms
Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Product Conditions applicable to each Series of Securities described herein (the "relevant Product Conditions") as set forth in the Base Prospectus relating to Certificates dated 25 May 2012 (the "Base Prospectus") as supplemented from time to time which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of each Series of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Securities described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing at the office of the Issuer at 00 Xx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxxxx and copies may be obtained from the Issuer at that address.
These Final Terms relate to the Securities and must be read in conjunction with, and are subject to, the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so supplemented. These Final Terms, the relevant Product Conditions and the General Conditions together constitute the Conditions of each Series of the Securities described herein and will be attached to any Global Security representing each such Series of the Securities. In the event of any inconsistency between these Final Terms and the General Conditions or the relevant Product Conditions, these Final Terms will govern.
The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), the Financial Services and Markets Authority (FSMA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB), Commission de Surveillance du Secteur Financier (CSSF), Financial Services Authority (FSA), Financial Supervisory Authority (FIN-FSA), the Danish Financial Services Authority (Finanstilsynet), the Swedish Financial Supervisory Authority and the Financial Supervisory Authority of Norway (Finanstilsynet) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
In respect of Securities to be listed on the SIX Swiss Exchange Ltd, the Programme, together with any Final Terms, will constitute the listing prospectus pursuant to the Listing Rules of the SIX Swiss Exchange Ltd.
So far as the Issuer is aware, no person (other than (i) the Issuer, (ii) the Calculation Agent, see "Risk Factors – Actions taken by the Calculation Agent may affect the Underlying" and "Risk Factors – Actions taken by the Issuer may affect the value of the Securities" in the Base Prospectus and (iii) the third party distributors) involved in the issue of the Certificates has an interest material to the offer.
Issuer: The Royal Bank of Scotland plc
Clearing Agents: Monte Titoli S.p.A, Euroclear Bank S.A. as operator of the Euroclear system, Clearstream Banking, société anonyme
Launch Date: 13 July 2012
Subscription Period: Not Applicable
Issue Date: 13 July 2012
Listing: Italian Stock Exchange (Sedex)
Listing Date: The Issue Date or as soon as practicable thereafter
Pricing Date: Not Applicable
Admission to Trading: Application will be made for the Securities to be admitted to trading on the Italian Stock Exchange (SeDeX) with effect from the Listing Date
Details of the minimum and/or maximum amount of application:
Manner in and date on which results of the offer are to be made public:
Please refer to the section of the Base Prospectus entitled "General Information - Information on the Offering of the Securities - (d) Minimum/ Maximum Application Amount"
Please refer to the section of the Base Prospectus entitled "General Information - Information on the Offering of the Securities - (f) Details of the Manner in Which the Results of the Initial Offer are to be Made Public"
Announcements to Holders: Delivered to Borsa Italiana S.p.A for delivery to the market Principal Agent: The Royal Bank of Scotland plc, London branch, 000
Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Registrar: In respect of Securities cleared through CREST, Computershare Investor Services PLC, The Pavilions, Xxxxxxxxxxx Xxxx, Xxxxxxx, XX00 0XX, Xxxxxxx.
In respect of Securities not cleared through CREST, None
Agent(s): BNP Paribas Milan
Calculation Agent: The Royal Bank of Scotland plc, London branch, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Indication of Yield: Not Applicable
Form of the Securities: Dematerialised form
Ratings: Standard & Poor's Credit Market Services Europe Limited: Not Applicable
Moody's Investors Service Limited: Not Applicable Fitch Ratings Limited: Not Applicable
Equity Express Certificates
Series: Banca Popolare di Milano Scarl Mini Future Long Certificates
Issue Price: EUR 0.06
Additional Market Disruption Events: None
Basket: Not Applicable
Business Day: As stated in Product Condition 1
Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula, provided that the Cash Amount shall not be less than zero:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Final Exchange Rate” means the Exchange Rate published by the European Central Bank on the Valuation Date, Termination Date or Issuer Call Date, as applicable, at or around 14:15 Central European Time and quoted on Reuters page ECB37 and the website xxx.xxx.xxx
Renunciation Security: Banca Popolare di Milano Scarl Mini Future Long Certificates
(ISIN: GB00B85WYS20)
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded upwards to the next two decimal places in the Underlying Currency. The Current Barrier Level on the Launch Date shall be EUR 0.33 and shall be recalculated on each Reset Date, starting from the first Reset Date following the Listing Date
The Current Barrier Level will be published and forwarded to the Italian stock exchange or any successor to such exchange (the “Italian Stock Exchange”) and the relevant Clearing systems/ Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective.
Current Premium: 7%
Current Spread: 2.5%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 0.3 and shall be recalculated on each Exchange Business Day, starting from the Exchange Business Day following the Listing Date
The Current Strike Level will be published and forwarded to the Italian Stock Exchange and the relevant Clearing systems/Data
vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective.
Early Termination Amount: The amount determined by the Calculation Agent in accordance
with the following formula, provided that the Early Termination Amount shall not be less than zero:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent
Early Termination Date: Not Applicable
Early Termination Event: Occurs if, in the determination of the Calculation Agent and
subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day and if the Exchange is not the Italian Stock Exchange, at any time from (and including) the Listing Date to (and excluding) the Exercise Date, or Issuer Call Date, if applicable (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means (i) if the Exchange is the Italian Stock Exchange, the price of the Share ("Prezzo di Riferimento" as defined by the regulations of the Exchange) on a Trading Day; or
(ii) if the Exchange is not the Italian Stock Exchange:
(a) in relation to the Early Termination Event only, the price of the Share as quoted on the Exchange at any time on a Trading Day; and
(b) in relation to all other provisions, the price of the Share as quoted on the Exchange at the Valuation Time on a Trading Day.
In all cases as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is
continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Emerging Market Disruption Events: As stated in Product Condition 1 Entitlement: 1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption
Event would have been) a trading day on the Italian Stock Exchange, other than a day on which trading on the Italian Stock Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 02 February 2015
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price which the Exchange defines and calculates
as "Daily Settlement Price" on the Valuation Date or the Issuer Call Date, as the case may be
Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable
Interest: Not Applicable
Interest Amount: Not Applicable
Interest Payment Dates: Not Applicable
Interest Period: Not Applicable
Interest Rate: Not Applicable
Interest Rate Day Count Fraction: Not Applicable Issuer Call: Applicable
Issuer Call Cash Amount: The amount determined by the Calculation Agent in accordance
with the following formula, provided that the Issuer Call Cash Amount shall not be less than zero:
(Final Reference Price - Current Strike Level) x Entitlement
The Issuer Call Cash Amount shall be converted into the Settlement Currency at the Final Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Issuer Call Commencement Date: The first Business Day immediately following the one year period
from (and including) the Launch Date
Issuer Call Notice Period: One calendar month
Launch Date: 13 July 2012
Notional Dividend Amount: Applicable. An amount as determined by the Calculation Agent,
equal to the sum of the cash dividends and/or other cash distributions in respect of the Share which have an ex-dividend
date occurring during the Notional Dividend Period without regard to any withholding tax or other deductions multiplied by the prevailing dividend percentage payable under market standard stock borrow agreements, as determined by the Calculation Agent in its sole and absolute discretion
Notional Dividend Period: As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: For the purposes of:
Early Termination Date: Not Applicable
Valuation Date: 8, or in respect of an Emerging Market Disruption Event only, 180
Issuer Call Date: 8, or in respect of an Emerging Market Disruption Event only, 180
Reset Date: The Issue Date and thereafter (a) the 15th of each calendar month, provided that if such day is not an Exchange Business Day, the Reset Date will be the next following Exchange Business Day, or (b) the ex-dividend date when the Notional Dividend Amount occurs, at the determination of the Calculation Agent
Settlement Currency: EUR
Settlement Date: Means (i) the sixth Business Day following the Termination Date if an Early Termination Event has occurred, (ii) the third Business Day following the Issuer Call Date if an Issuer Call has occurred and otherwise (iii) the third Business Day following the Valuation Date
Redemption Date: Not Applicable
Share: The ordinary shares of the Share Company (ISIN Code: IT0000064482)
Share Company: Banca Popolare di Milano Scarl (Bloomberg Code: PMI IM
<EQUITY>)
Standard Currency: As stated in Product Condition 1
Underlying Currency: EUR
Valuation Date(s): If (i) the Exchange is the Italian Stock Exchange, the first Trading Day immediately preceding the Exercise Date; otherwise (ii) the Exercise Date
Valuation Time: The close of trading on the relevant Exchange
Amendments to General Conditions and/or Product Conditions:
Amendments to the Offering Procedure for the Securities:
As specified in Additional Condition 1 Not Applicable
ISIN: GB00B85WYS20
Common Code: Not Applicable
Fondscode: Not Applicable
WKN: Not Applicable
Other Securities Code: Not Applicable
Sales Restriction: The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") and the Securities may not be exercised, offered, sold, transferred or delivered within the United States or to, or for the account or benefit of, any U.S. person as defined in Regulation S under the Securities Act. Furthermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended and no U.S. person may at any time trade or maintain a position in the Securities.
Information on the Underlying
Performance of Underlying/formula/ other variable, explanation of effect on value of investment and associated risks and other information concerning the Underlying:
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
General: Fluctuations in the value of the Underlying will have an effect on the value of the Securities throughout the life of the Securities and at maturity/expiration. The value of the Underlying may go down or up throughout the life of the Securities.
Automatic Termination: If the value or performance of the Underlying on any date meets certain specified conditions, it will affect the value of the Securities, and will potentially lead to the automatic termination of the Securities.
Positive Correlation: All other things being equal, positive performance of the Underlying will have a positive effect on the value of the Securities at maturity/expiration, and negative performance of the Underlying will have a negative effect on the value of the Securities at maturity/expiration.
Leverage: All other things being equal, positive or negative changes in the performance of the Underlying will have a proportionately larger effect on the value of the Securities, and therefore leverage has the potential to magnify gains or losses of the Securities.
No Capital Protection: All other things being equal, the value or performance of the Underlying will affect the value of the Securities at maturity/expiration, to such an extent that the value of the Securities at maturity/expiration may be zero.
Bloomberg Code: PMI IM <EQUITY> Website: xxx.xxx.xx and xxx.xxxxxxxxxxxxx.xx Italian Newspaper: Il Sole 24 Ore
Additional Information
The statements herein regarding taxation are based on the laws in force in Italy as at the date of this Final Terms and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Securities and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences of their interest in the Securities.
With regard to certain innovative or structured financial instruments there is currently neither case law nor comments of the Italian tax authorities as to the tax treatment of such financial instruments. Accordingly, it cannot be excluded that the Italian tax authorities and courts or Italian intermediaries may adopt a view different from that outlined below.
Pursuant to Article 67 of Presidential Decree No. 917 of 22 December 1986 and Legislative Decree No. 461 of 21 November 1997, as subsequently amended, where the Italian resident Holder is (i) an individual not engaged in an entrepreneurial activity to which the Securities are connected, (ii) a non commercial partnership with the exception of general partnership, limited partnership and similar entities, (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains realised under the sale or the exercise of the Securities are subject to a 20 per cent substitute tax.
Particular provisions apply to Securities held or managed by a qualified intermediary; the recipient may opt for two different tax regime: (1) under the "risparmio amministrato" regime, Italian resident individuals holding the Securities not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on each capital gains realised on the Securities; (2) under the "risparmio gestito" regime any capital gains realised or accrued by the Italian resident individuals holding the Securities not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Securities, will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 20 per cent. substitute tax, to be paid by the managing authorised intermediary. Under some conditions and limitations, Holders may set off capital losses (decrease in value for the risparmio gestito regime) with capital gains (increase in value for the risparmio gestito regime). Capital losses realised (decrease in value accrued for the risparmio gestito regime) before 1 January 2012 may be carried forward to be offset against subsequent capital gains (increase in value accrued for the risparmio gestito regime) of the same nature for an overall sum of 62.5 per cent. of the relevant amount.
Where an Italian resident Holder is a company or similar commercial entity, or the Italian permanent establishment of a foreign commercial entity to which the Securities are effectively connected, capital gains
arising from the Securities will not be subject to imposta sostitutiva, but must be included in the relevant Holder's income tax return and are therefore subject to Italian corporate tax.
Capital gains realised by non-Italian resident Holders are not subject to Italian taxation, provided that the Securities (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside of Italy.
It is worth noting that, in accordance with a different interpretation of current tax law, there is a remote possibility that the Securities would be considered as 'atypical' securities pursuant to Article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Securities may be subject to an Italian withholding tax, levied at the rate of 20 per cent. The withholding tax mentioned above does not apply to payments made to a non-Italian resident Holder and to an Italian resident Holder which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.
Stamp Duty
Pursuant to Article 19(1) of Decree No. 201 of 6 December 2011 (“Decree 201”), a proportional stamp duty applies on an annual basis to the periodic reporting communications sent by financial intermediaries to their clients for the Securities deposited therewith. The stamp duty applies at a rate of 0.1 per cent. for year 2012 and at 0.15 per cent. for subsequent years; this stamp duty is determined on the basis of the market value or
– if no market value figure is available – the nominal value or redemption amount of the Securities held. The stamp duty can be no lower than € 34.20 and, for the year 2012 only, it cannot exceed € 1,200. Although the stamp duty is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance. Under a preliminary interpretation of the law, it may be understood that the stamp duty applies both to Italian resident and non-Italian resident Holders, to the extent that the Securities are held with an Italian-based financial intermediary.
Wealth Tax on securities deposited abroad
Pursuant to Article 19(18) of Decree 201, Italian resident individuals holding the Securities outside the Italian territory are required to pay an additional tax at a rate of 0.1 per cent. for 2011 and 2012, and at 0.15 per cent. for subsequent years. This tax is calculated on the market value of the Securities at the end of the relevant year or – if no market value figure is available – the nominal value or the redemption value of such financial assets held outside the Italian territory. Taxpayers are entitled to an Italian tax credit equivalent to the amount of wealth taxes paid in the State where the financial assets are held (up to an amount equal to the Italian wealth tax due).
Although the wealth tax is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance.