RBS.L Regulatory News (RBS)

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7 April 2016

THE ROYAL BANK OF SCOTLAND GROUP PLC AND THE ROYAL BANK OF SCOTLAND PLC ANNOUNCE PRICING AND FINAL RESULTS OF CASH TENDER OFFERS FOR CERTAIN EURO AND POUNDS STERLING NOTES

On 30 March 2016, The Royal Bank of Scotland Group plc ("RBSG plc") and The Royal Bank of Scotland plc ("RBS plc") (each an "Offeror", and together the "Offerors") separately invited Holders of the notes issued by them and listed below (together the "Notes", and each a "Series") to tender their Notes for purchase by the relevant Offeror for cash (each an "Offer", and together, the "Offers") on the terms of, and subject to the conditions contained in, a tender offer memorandum dated 30 March 2016 (the "Tender Offer Memorandum").

Capitalised terms used but not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.

Each Offeror hereby announces that it will accept for purchase all Notes validly tendered under the relevant Offers and that:

(i) the aggregate principal amount of each Series of Notes validly accepted for purchase;

(ii) the relevant Purchase Price in respect of each Series of Notes so accepted; and

(iii) the relevant Fixed Spread Note Purchase Yield and Benchmark Rate for each Series of the Fixed Spread Notes so accepted,

are as follows:

* expressed as a percentage of the principal amount of the relevant Notes accepted for purchase pursuant to the relevant Offer

** Accrued Interest per €1,000 or £1,000, as applicable, in principal amount of the relevant Notes. Accrued Interest represents interest accrued and unpaid on the relevant Notes from (and including) the immediately preceding interest payment date for such Notes to (but excluding) the Settlement Date.

General

Payment of the relevant Purchase Price and applicable Accrued Interest in respect of Notes accepted pursuant to the Offers is expected to take place on 11 April 2016. Following settlement of the Offers, each Offeror intends to cancel any Notes purchased pursuant to the Offers.

Notes that are not tendered or accepted for purchase pursuant to the relevant Offer will remain outstanding.

FURTHER INFORMATION

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

The Royal Bank of Scotland plc has been appointed as Global Arranger and Lead Dealer Manager, Goldman Sachs International has been appointed as Joint Dealer Manager and ABN AMRO Bank N.V., Banca IMI S.p.A., Société Générale and UniCredit Bank AG have been appointed as the Co-Dealer Managers (the "Co-Dealer Managers") (together, with the Global Arranger and Lead Dealer Manager and the Joint Dealer Manager, the "Dealer Managers") in connection with the Offers.

Requests for information and for any documents or materials relating to the Offers should be directed to:

DISCLAIMER

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

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which must be read carefully. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser. None of the Offerors, the Dealer Managers, the Tender Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation in connection with the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum do not constitute an offer or an invitation to participate in the Offers in the United States or in any other jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offerors, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.