Filed Pursuant to Rule 433
Registration Statement No 333-123972.
Registration Statement No 333-123972.
| FINAL TERMSHEET | ||
Issuer:
|
The Royal Bank of Scotland Group plc | |
Transaction Size:
|
U.S.$1,450,000,000 (58 MM Shares) with an option to purchase up to 8.7 MM additional shares to cover overallotments | |
Securities Issued:
|
American Depositary Shares, Series T representing Non-cumulative Dollar Preference Shares, Series T each with a liquidation preference of U.S.$25.00 per preference share | |
Expected Issue Ratings:
|
Aa3 (Moody’s) / A (Standard & Poor’s) / AA (Fitch ) | |
| Neg Outlook/Neg Outlook/Stable | ||
Maturity:
|
Perpetual | |
Pricing Date:
|
20 September 2007 | |
Settlement Date (T+5):
|
27 September 2007 | |
Dividends:
|
Non cumulative dividends will be payable, at Issuer’s discretion, at a rate of 7.25%, or U.S.$ 1.8125, per annum per Series T Preference Share. Dividends will accrue from the date of the original issue and will be payable when, as and if declared by the board of directors of the Issuer | |
First Call Date:
|
31 December 2012 | |
Call Features:
|
The Series T preference shares may be redeemed at the option of the Issuer in whole (but not in part) on any business day that falls on or after the First Call Date upon not less than 30 nor more than 60 days’ notice, at a redemption price of U.S.$25.00 per Series T preference share plus the dividends otherwise payable for the then-current dividend period accrued to, but excluding, the redemption date. Redemption of the Series T Preference Shares may be subject to the prior consent of the UK Financial Services Authority. | |
Dividend Payment Dates:
|
Payable quarterly in arrears on March 31, June 30, September 30 and December 31 | |
First Dividend Payment Date:
|
31 December 2007 (long first dividend period) | |
U.S. Taxation:
|
Payments constitute QDI but are not DRD eligible. See Risk Factors and Tax Section of preliminary prospectus supplement for more information. | |
Re-offer Issue Price:
|
100% or U.S.$ 25.00 per Series T Preference Share | |
Net Proceeds:
|
U.S.$1,404,808,144 | |
Liquidation Preference::
|
U.S.$25.00 | |
Joint Bookrunners:
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
Joint Bookrunners:
|
Greenwich Capital Markets, Inc. | |
| Morgan Stanley & Co. Incorporated | ||
| UBS Securities LLC | ||
| Wachovia Capital Markets LLC | ||
Co-Managers:
|
Banc of America Securities LLC | |
| Lehman Brothers Inc | ||
| RBC Dain Rauscher Inc. | ||
Cusip:
|
780097713 | |
ISIN:
|
US7800977131 | |
Listing:
|
NYSE | |
Distribution:
|
SEC registered | |
Settlement:
|
DTC and its participants, including Euroclear and Clearstream | |
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer
and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering
will arrange to send you the prospectus if you request it by calling Merrill Lynch toll-free:
866-500-5408, Morgan Stanley & Co. Incorporated toll free at 1-866-718-1649, UBS Securities LLC
toll free at 1-888-722-9555 (attention Fixed Income Syndicate) or Wachovia Capital Markets, LLC
toll-free at 1-866-289-1262.