OREANDA-NEWS. November 26, 2015. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL

THE ROYAL BANK OF SCOTLAND PLC CASH TENDER OFFER
FOR CERTAIN U.S. DOLLAR SECURITIES: ANNOUNCEMENT OF FINAL RESULTS

On November 17, 2015, The Royal Bank of Scotland plc (the "Offeror") invited holders of the securities listed below (the "Securities") to tender any and all of their Securities for purchase by the Offeror for cash (the "Offers") on the terms of, and subject to the conditions contained in, a tender offer memorandum dated November 17, 2015  (the "Tender Offer Memorandum"). Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.

Further to such invitation, the Offeror announced at 11:00 a.m. (New York City time) on November 24, 2015 the Purchase Price in respect of each series of Securities. According to information provided by the Tender Agent for the Offers, U.S.\\$802,198,000 aggregate principal amount of the 2020 Notes and U.S.\\$526,923,000 aggregate principal amount of the 2021 Notes were validly tendered by the Expiration Deadline and not validly withdrawn, which amounts include U.S.\\$1,848,000 aggregate principal amount of the outstanding 2020 Notes and U.S.\\$246,000 aggregate principal amount of the 2021 Notes that remain subject to the guaranteed delivery procedures described in the Tender Offer Memorandum.

The following table sets forth certain information relating to pricing of the Offers, as announced yesterday, November 24,  2015, as well as results of the Offers.

Title of
Security

Principal Amount Outstanding

Fixed Spread

Purchase Price


Aggregate Principal Amount Accepted for Purchase

5.625% Senior Notes due 2020

US78010XAE13

78010XAE1

 

U.S.\\$1,232,884,000

 

+80 basis points

U.S.\\$1,140.90

 

U.S. \\$802,198,000

6.125% Senior Notes due 2021

US78010XAK72

78010XAK7

 

U.S.\\$847,971,000

+85 basis points

U.S.\\$1,172.82

U.S.\\$526,923,000

 

FURTHER INFORMATION

Lucid Issuer Services Limited has been appointed by the Offeror as Tender Agent (the "Tender Agent") for the purposes of the Tender Offer.

RBS Securities Inc., an affiliate of the Offeror, has been appointed as Global Arranger and Lead Dealer Manager in connection with the Offers. Deutsche Bank Securities Inc. and UBS Limited have been appointed as Joint Dealer Managers for the purposes of the Offers (the Joint Dealer Managers together with the Global Arranger and Lead Dealer Manager and, where the context so requires, each of their respective affiliates, the "Dealer Managers").

Requests for information in relation to the Offers should be directed to:

 

GLOBAL ARRANGER AND LEAD DEALER MANAGER

RBS Securities Inc.
600 Washington Boulevard
Stamford, CT 06901
United States
Attention: Liability Management
Email: USliabilitymanagement@rbs.com
+1 (203) 897-2963

JOINT DEALER MANAGERS

 

Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
United States
Attention: Liability Management Group
+1 (866) 627-0391 (toll free)
+1 (212) 250-2955 (collect)

 

UBS Limited

1 Finsbury Avenue
London EC2M 2PP
United Kingdom
Attention: Liability Management Group
+1 (888) 719-4210 (toll free)
+1 (203) 719-4210 (collect)

TENDER AGENT

 

Lucid Issuer Services Limited
Tankerton Works

12 Argyle Walk

London WC1H 8HA
United Kingdom
+44 20 7704 0880

Facsimile: +44 20 7067 9098

Attention: David Shilson
Email: rbs@lucid-is.com

 

NOTICE

Subject to applicable law, the Offeror or any of its affiliates may at any time and from time to time following completion of the Offers purchase remaining outstanding Securities by tender, in the open market, by private agreement or otherwise on such terms and at such prices as the Offeror or, if applicable, its affiliates may determine. Such terms, consideration and prices may be more or less favorable than those offered pursuant to the Offers.