7 Aug 2017 07:00
THE ROYAL BANK OF SCOTLAND GROUP PLC
Redemption of Non-Cumulative Dollar Preference Shares
7 August 2017
The Royal Bank of Scotland Group plc ("RBSG") has given notice to holders of the redemption of certain series of Non-Cumulative Dollar Preference Shares (together, the "Preference Shares") listed below.
The Preference Shares will cease to accrue dividends and shall be cancelled and all unmatured dividend coupons and talons (if any) shall become void for any purpose, as from the relevant redemption date.
The Series F ADSs, the Series H ADSs and the Series L ADSs will cease to trade on the New York Stock Exchange from the Series F Preference Shares Redemption Date, the Series H Preference Shares Redemption Date and the Series L Preference Shares Redemption Date, respectively. An application will be made to the U.K. Financial Conduct Authority, in its capacity as the U.K. Listing Authority, to cancel the listings of the Series 1 Dollar Preference Shares on the Official List of the U.K. Listing Authority. An application will also be made to the London Stock Exchange for the cancellation of the trading in the Series 1 Dollar Preference Shares on the London Stock Exchange's main market for listed securities.
The redemption amount with respect to each series of Preference Shares shall be paid out of distributable reserves of RBSG. Approximately £0.93 billion (equivalent) of the Preference Shares are expected to be redeemed, reducing RBSG's retained earnings and distributable items by approximately £0.93 billion.
Redemption of USD Preference Shares
(i) Redemption on 4 September 2017 (the "Series F Preference Shares Redemption Date"), in whole, of the Non-cumulative USD Preference Shares Series F (ADS CUSIP: 780097804 ADS ISIN: US7800978048), amount outstanding US$156,385,200.00 (the "Series F Preference Shares") and the corresponding series of American Depositary Shares ("Series F ADSs"), at the redemption price of US$25.00 per Series F Preference Share and per Series F ADS, plus accrued dividends for the current dividend period to, and including, the Series F Preference Shares Redemption Date, which dividend shall equal $0.377778 per Series F Preference Share;
(ii) Redemption on 4 September 2017 (the "Series H Preference Shares Redemption Date", in whole, of the Non-cumulative USD Preference Shares Series H (ADS CUSIP: 780097879; ADS ISIN: US7800978790), amount outstanding US$242,191,350.00 (the "Series H Preference Shares") and the corresponding series of American Depositary Shares ("Series H ADSs"), at the redemption price of US$25.00 per Series H Preference Share and per Series H ADS, plus accrued dividends for the current dividend period to, and including, the Series H Preference Shares Redemption Date, which dividend shall equal $0.322222 per Series H Preference Share;
(iii) Redemption on 4 September 2017 (the "Series L Preference Shares Redemption Date"), in whole, of the Non-cumulative USD Preference Shares Series L (ADS CUSIP: 780097788; ADS ISIN: US7800977883), amount outstanding US$750,696,925.00 (the "Series L Preference shares") and the corresponding series of American Depositary Shares ("Series L ADSs"), at the redemption price of US$25.00 per Series L Preference Share and per Series L ADS, plus accrued dividends for the current dividend period to, and including, the Series L Preference Shares Redemption Date, which dividend shall equal $0.255556 per Series L Preference Share; and
(iv) Redemption on 3 December 2017 (the "Series 1 Dollar Preference Shares Redemption Date" and, each of the Series F Preference Shares Redemption Date, the Series H Preference Shares Redemption Date, the Series H Preference Shares Redemption Date and the Series 1 Dollar Preference Shares Redemption Date, a "Dollar Preference Shares Redemption Date"), in whole, of the Non-cumulative Series 1 Dollar Preference Shares (ADS CUSIP: 780097AE1; ADS ISIN: US780097AE13), amount outstanding US$64,772,000.00 (the "Series 1 Dollar Preference Shares", and together with the Series F Preference Shares, the Series H Preference Shares and the Series L Preference Shares, the "Dollar Preference Shares") and the corresponding series of American Depositary Shares ("Series 1 ADSs", and together with the Series F ADSs, the Series H ADSs and the Series L ADSs, the "ADSs"), at the redemption price of US$1,000.00 per Series 1 Dollar Preference Share and USD$1.00 per Series 1 ADS plus accrued dividends for the current dividend period to, and including, the Series 1 Dollar Preference Shares Redemption Date, which dividend shall equal $15.956500 per Series 1 Dollar Preference Share and US$ 0.0159565 per Series 1 ADS.
On the relevant Dollar Preference Shares Redemption Date, the depositary for the American depositary receipts evidencing the ADSs will redeem the number of ADSs corresponding to the relevant Dollar Preference Shares being redeemed at a price per ADS equal to the per share amount received by the depositary upon redemption of the relevant USD Preference Shares (which in the case of the Series 1 Dollar Preference Shares will be multiplied by 0.001, which is the fraction of a Series 1 Dollar Preference Share represented by each Series 1 ADS). As from the relevant Dollar Preference Shares Redemption Date, the holders of the ADSs representing each series of Dollar Preference Shares will, upon surrender of the ADSs, be entitled to receive funds deposited with The Bank of New York Mellon as depositary with respect to the Dollar Preference Shares of that series, without interest.
Holders of the ADSs should read the notice relating to the redemption of the relevant series of Dollar Preference Shares and Letter of Transmittal included in such notice for information on the actions that they need to undertake to receive the redemption proceeds.
For further information and copies of the notices and Letters of Transmittal, please contact:
In relation to the Dollar Preference Shares, The Bank of New York Mellon (depositary) at telephone number 1 866 241 9317; international callers may telephone +001 201 680 6825.
The Royal Bank of Scotland Group plc:
RBS Investor Relations
Matthew Richardson
Head of Debt Investor Relations
Tel: +44 (0) 20 7678 1800
This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements that include the words "intends", "expects", "anticipates", "targets", "plans", "estimates" and words of similar import. These statements concern or may affect future matters, such as RBS's future economic results, business plans and current strategies. Forward-looking statements are subject to a number of risks and uncertainties that might cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statements. Factors that could cause or contribute to differences in current expectations include, but are not limited to, legislative, political, fiscal and regulatory developments, accounting standards, competitive conditions, technological developments, interest and exchange rate fluctuations and general economic conditions. These and other factors, risks and uncertainties that may impact any forward-looking statement or RBS's actual results are discussed in RBS's UK 2016 Annual Report and Accounts (ARA) and its interim results for the six-months ended 30 June 2017 and materials filed with, or furnished to, the US Securities and Exchange Commission, including, but not limited to, RBS's most recent Annual Report on Form 20-F and Reports on Form 6-K. The forward-looking statements contained in this announcement speak only as of the date of this document and RBS does not assume or undertake any obligation or responsibility to update any of the forward-looking statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.
MAR
This announcement contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR). For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Matthew Richardson, Head of Debt Investor Relations for The Royal Bank of Scotland Group.
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