FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of
Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
June
27, 2007
The
Royal
Bank of Scotland Group plc
(Exact
name of registrant as specified in its charter)
RBS
Gogarburn PO Box 1000
Edinburgh
EH12 1HQ
United
Kingdom
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Form
20-F
_X_ Form
40-F
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
__ No _X_
This
Report on Form 6-K shall be deemed incorporated by reference into the
Registration Statement on Form F-3 (No. 333-123972) filed with the Commission
on
April 8, 2005 and to be a part thereof from the date on which it was filed,
to
the extent not superseded by documents or reports subsequently filed or
furnished.
THE
ROYAL BANK OF SCOTLAND plc
TABLE
OF
CONTENTS
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Item
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1
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Memorandum
and Articles of Association of the Registrant, as amended (incorporated
herein by reference to Exhibit 4.3 to Amendment No. 2 to the Registrant’s
Form F-3 (File No. 333-100661).
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2
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Form
of global share warrant representing Series S Category II Non-cumulative
Dollar Preference Shares in bearer form.
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3
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Form
of American Depositary Receipt, Series S, evidencing American Depositary
Shares, Series S, representing Non-cumulative Dollar Preference Shares,
Series S.
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4
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Resolutions
of the Board of Directors of the Registrant or an authorized Committee
thereof providing for the issuance of Category II Non-cumulative
Dollar
Preference Shares, Series S.
|
ITEM
2
The
Royal
Bank of Scotland Group plc
(registered
in Scotland number SC045551)
GLOBAL
SHARE
WARRANT
in
respect
of
38,000,000
Series S Category II Non-cumulative Dollar Preference Shares of US$0.01
each
This
Global Share
Warrant entitles the bearer to 38,000,000 (thirty-eight million) fully
paid Series S Category II Non-cumulative Dollar Preference
Shares of US$0.01 each (the Series S Preference Shares), in the
capital of The Royal Bank of Scotland Group plc (the
Company).
This
Global Share
Warrant shall only be valid if accepted by the signature of a duly authorised
officer of The Bank of New York.
The
terms of, and
the rights and limitations attaching to, the Series S Preference Shares are
contained in the Articles of Association of the Company (as amended) (the
Articles) and in resolutions of a duly authorised Committee of
the Board of Directors of the Company passed on 26 June 2007 (together, the
Terms and Conditions). The bearer of this Global
Share Warrant, or any replacement share warrant to bearer, will be entitled
to
the benefit of, be bound by, and be deemed to have notice of, all the provisions
of the Articles and the Terms and Conditions.
Payment
of any
dividend declared and due on the Series S Preference Shares represented by
this
Global Share Warrant shall be made at the direction of the bearer of this
Global
Share Warrant by transfer to a US dollar account maintained by the payee
in
London or in the City of New York. Such payment will be made in
accordance with the Terms and Conditions and the Articles. Details of
any payment shall be endorsed by or on behalf of the Company on the Schedule
to
this Global Share Warrant.
Dividends
on the
Series S Preference Shares shall be paid in accordance with and subject to
the
Terms and Conditions and the Articles.
Payments
in respect
of any amount due on redemption of any of the Series S Preference Shares
represented by this Global Share Warrant shall be made in accordance with
the
Terms and Conditions and the Articles.
Title
to this Global
Share Warrant shall pass by delivery. The bearer of this Global Share
Warrant shall (to the fullest extent permitted by applicable law) be deemed
by
the Company to be, and shall be treated by the Company as, the holder and
absolute owner of the Series S Preference Shares represented by this Global
Share Warrant for the purposes of receiving payment in respect thereof and
for
all other purposes notwithstanding any notice of ownership or any notice
of
previous loss or theft thereof or of any trust or other interest therein
and
whether or not any payment in respect thereof shall be overdue.
Upon
presentation to
the Company at 280 Bishopsgate, London EC2M 4RB, England this Global Share
Warrant may be exchanged in whole or in part for (a) one or more certificate(s)
representing Series S Preference Shares in registered form
(Certificates) representing Series S Preference Shares in
aggregate equal to the number of Series S Preference Shares represented by
this
Global Share Warrant, or (b) one or more Certificates and a replacement Global
Share Warrant together representing Series S Preference Shares, in registered
or
bearer form as applicable, in aggregate equal to the number of Series S
Preference Shares represented by this Global Share Warrant.
Upon
any exchange of
the whole or any part of this Global Share Warrant for the Series S Preference
Shares represented by this Global Share Warrant in registered form, or
replacement share warrants to bearer, this Global Share Warrant shall be
cancelled and destroyed and cease to be valid for any purpose.
Sealed
with the
Common Seal of
THE
ROYAL BANK OF
SCOTLAND
GROUP
plc and
subscribed for us and
on
our behalf at
Edinburgh on the twenty-eighth
day
of June 2007
by:
| Director | |
| Director/Secretary |
This
Global Share
Warrant is duly accepted
Duly
authorised
officer
For
and on behalf of
The Bank of New York
28
June
2007
SCHEDULE
Payment
of
dividends on the Series S Preference Shares
The
following
dividend payments in respect of the Series S Preference Shares
represented
by this
Global Share Warrant have been made
|
Date
made
|
Amount
of dividend due
US$
|
Amount
of dividend paid
US$
|
Notation
by or on behalf
of
the
Company
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ITEM
3
 |
AMERICAN
DEPOSITARY RECEIPT, SERIES S
evidencing
AMERICAN
DEPOSITARY SHARES, SERIES S
representing
NON-CUMULATIVE
DOLLAR PREFERENCE SHARES, SERIES S
of
THE
ROYAL BANK OF SCOTLAND GROUP plc
(Incorporated under the laws of Great Britain and registered in Scotland) |
 |
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(Each
American Depositary Share
represents one (1) deposited Share) |
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The
Bank of
New York, a New York banking corporation, as Depositary (the
“Depositary”), hereby certifies that
|
CUSIP 780097
73 9
SEE
REVERSE
FOR CERTAIN DEFINITIONS
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is
the Owner
of
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American
Depositary Shares, Series S
(the “American Depositary Shares”) |
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representing
deposited Non-cumulative Dollar Preference Shares, Series S (including
evidence of rights to receive such Shares, hereinafter referred
to as
“Shares”) of The Royal Bank of Scotland Group plc, a public limited
company incorporated under the laws of Great Britain and registered
in
Scotland (the “Company”). At the date hereof, each American Depositary
Share represents one (1) Share deposited under the Deposit Agreement
(as
defined below) at the principal London office of The Bank of
New York, a
New York banking corporation (the “Custodian”).
(1)
This American Depositary Receipt is one of the American Depositary
Receipts, Series S (the “Receipts”) issued and to be issued upon the terms
and conditions set forth in the Deposit Agreement dated as of
August 17,
1992, as amended and restated as of February 8, 1999, and as
further
amended and restated as of November 2, 2001 (as amended from
time to time,
the “Deposit Agreement”), among the Company, the Depositary and all
holders and owners from time to time of Receipts of any series
issued
thereunder, each of whom by holding or owning a Receipt agrees
to become a
party thereto and becomes bound by all the terms and provisions
thereof.
The Deposit Agreement sets forth the rights of holders of the
Receipts and
the rights and duties of the Depositary in respect of the Shares
deposited
thereunder and any and all other securities, property and cash
from time
to time received in respect thereof (the “Deposited Securities”). Copies
of the Deposit Agreement are on file at the principal offices
of the
Depositary and the Custodian. The statements made on the face
and the
reverse of this Receipt are summaries of certain provisions of
the Deposit
Agreement as such provisions apply to the Receipts, the Shares
and the
American Depositary Shares and are qualified by and subject to
the
detailed provisions of the Deposit Agreement, to which reference
is hereby
made. The Depositary makes no representation or warranty as to
the
validity or worth of the Deposited Securities or the meaning
or
interpretation of any term or provision of any Deposited
Security.
(2)
Upon surrender at the Depositary’s Office (set forth below) of this
Receipt, and upon payment of the fee of the Depositary provided
in
paragraph (7) of this Receipt, subject to the terms and conditions
of the
Deposit Agreement, and subject to the limitations set forth in
the second
to last sentence of Article 3 below, the holder hereof is entitled
to
delivery, to him or upon his order, of the Deposited Securities
then
represented by the American Depositary Shares evidenced by this
Receipt.
Delivery of such Deposited Securities shall be made in registered
form
only by the delivery of a share certificate or certificates in
the name of
the holder hereof or as ordered by such holder or by the delivery
of
certificates properly endorsed (or accompanied by appropriate
instruments
of transfer). Such delivery will be made without unreasonable
delay and,
at the option of the holder hereof, either at the office of the
Custodian
or at the Depositary’s Office, provided that the forwarding of share
certificates evidencing Deposited Securities for such delivery
at the
Depositary’s Office in The City of New York shall be at the risk and
expense of the holder hereof.
(3)
Transfers of this Receipt may be registered on the books of the
Depositary
by the holder hereof in person or by duly authorized attorney,
upon
surrender of this Receipt at any designated transfer office properly
endorsed or accompanied by proper instruments of transfer and
duly stamped
as may be required by applicable law; provided, however, that
the
Depositary may close the transfer books, at any time or from
time to time,
when deemed expedient by it in connection with the performance
of its
duties under the Deposit Agreement or at the request of the Company.
This
Receipt may be split into other Receipts or may be combined with
other
Receipts into one Receipt, evidencing the same aggregate number
of
American Depositary Shares as the Receipt or Receipts surrendered.
As a
condition precedent to the execution and delivery, registration
of
transfer, split-up, combination or surrender of any Receipt or
the
transfer or withdrawal of any Deposited Securities, the Depositary
or the
Custodian may require payment of a sum sufficient to reimburse
it for any
tax or other governmental charge and any stock transfer or registration
fees with respect thereto and payment of any applicable fees
as provided
in paragraph (7) of this Receipt, may require the production
of proof
satisfactory to it as to the identity and genuineness of any
signature and
may also require compliance with any laws or governmental regulations
relating to Receipts or to the withdrawal of Deposited
Securities.
The
Depositary
may refuse to execute and deliver Receipts, register the transfer
of any
Receipt or make any distribution of, or related to, Deposited
Securities
until it has received such proof of citizenship, residence, exchange
control approval, legal or beneficial ownership of Receipts,
Deposited
Securities or other securities, compliance with all applicable
laws and
regulations and all applicable provisions of or governing Deposited
Securities, or other information as it may deem necessary or
proper or as
the Company may require by written request to the Depositary
or the
Custodian. The delivery of Receipts against deposits of Shares
generally
or against deposits of particular Shares may be suspended, or
the delivery
of Receipts against the deposit of particular Shares may be withheld,
or
the registration of transfer or surrender of Receipts in particular
instances may be refused, or the registration of transfer or
surrender of
outstanding Receipts generally may be suspended, during any period
when
the transfer books of the Depositary, or the transfer books of
the Company
or any Share registrar, are closed, or if any such action is
deemed
necessary or advisable by the Depositary or the Company at any
time or
from time to time, or for any other reason, subject to the following
sentence. The surrender of outstanding Receipts and withdrawal
of
Deposited Securities may not be suspended subject only to (i)
temporary
delays caused by closing the transfer books of the Depositary
or the
Company or the deposit of shares in connection with voting at
a
shareholders’ meeting, or the payment of dividends, (ii) the payment of
fees, taxes and similar charges, and (iii) compliance with any
U.S.
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or
foreign
laws or governmental regulations relating to the Receipts or
to the
withdrawal of the Deposited Securities. Without limitation of
the
foregoing, the Depositary will not knowingly accept for deposit
under the
Deposit Agreement any Shares which, if sold by the holder thereof
in the
United States or its territories, would be subject to the registration
provisions of the Securities Act of 1933, as amended, unless
a
registration statement is in effect as to such Shares.
(4)
If
any tax or other governmental charge shall become payable with
respect to
this Receipt or any Deposited Securities represented hereby,
such tax or
other governmental charge shall be payable by the holder hereof
to the
Depositary. The Depositary may refuse to effect any registration
of
transfer of this Receipt or any transfer and withdrawal of Deposited
Securities represented by this Receipt until such payment is
made, and may
withhold any dividends or other distributions, or may sell for
the account
of the holder hereof any part or all of the other Deposited Securities
represented hereby, and may apply such dividends or other distributions
or
the proceeds of any such sale in payment of such tax or other
governmental
charge, the holder hereof remaining liable for any
deficiency.
(5)
Every person depositing Shares under the Deposit Agreement shall
be deemed
thereby to represent and warrant that such Shares and each certificate
therefor are validly issued and outstanding, fully paid, nonassessable
and
free of pre-emptive rights and that the person making such deposit
is duly
authorized so to do. Such representations and warranties shall
survive the
deposit of Shares and issuance of Receipts therefor.
(6)
Notwithstanding any other provision of the Deposit Agreement
and without
prejudice to any disclosure obligations which may from time to
time apply
in respect of the Shares contained in the Companies Act 1985
and any other
applicable law or which may be contained in the Memorandum and
Articles of
Association of the Company and the remedies of the Company for
non-compliance therewith, each holder agrees to comply with requests
from
the Company or the Depositary which are made under relevant legislation
to
provide information, inter alia, as to the capacity in which such
holder owns Receipts and regarding the identity of any other
person having
an interest in such Receipts and the nature of such interest
and shall
forfeit the right to direct the voting of Shares as to which
compliance is
not made, all as if such Receipts were to the extent practicable
the
Shares represented thereby, and the Depositary agrees to use
its
reasonable efforts to comply with any instructions received from
the
Company requesting that the Depositary take the reasonable actions
specified therein to obtain such information.
(7)
The
Depositary will charge the party to whom Receipts are delivered
against
deposits (with the exception of the initial deposit of Shares),
and the
party surrendering Receipts for delivery of Deposited Securities,
$5 for
each 100 American Depositary Shares (or portion thereof) evidenced
by the
Receipts issued or surrendered. The Company will pay all other
charges and
expenses of the Depositary and those of any Receipt registrar,
with the
exception of (i) taxes and other governmental charges, (ii) stock
transfer
and registration fees on deposits of Shares and withdrawals of
Deposited
Securities, (iii) such cable, telex and facsimile transmission
and
delivery charges as are expressly provided in the Deposit Agreement
to be
at the expense of persons depositing or withdrawing Shares or
holders of
Receipts, and (iv) such expenses as are incurred or paid by the
Depositary
in the conversion of foreign currency, if any, into United States
dollars
(which are reimbursable out of such foreign currency).
(8)
It
is a condition of this Receipt, and every successive holder or
owner
hereof by holding or owning the same consents and agrees, that
title to
this Receipt (and to the Deposited Securities represented by
the American
Depositary Shares evidenced hereby), when properly endorsed or
accompanied
by proper instruments of transfer, is transferable by delivery
with the
same effect as in the case of a negotiable instrument; provided,
however,
that the Company and the Depositary, notwithstanding any notice
to the
contrary, may treat the person in whose name this Receipt is
registered on
the books of the Depositary (a “Holder”) as the absolute owner hereof for
the purpose of determining the person entitled to distribution
of
dividends or other distributions with respect hereto (including
distributions upon the redemption of the Deposited Securities)
or to any
notice provided for in the Deposit Agreement and for all other
purposes.
(9)
This Receipt shall not be entitled to any benefits under the
Deposit
Agreement or be valid or obligatory for any purpose, unless this
Receipt
shall have been executed by the Depositary by the manual signature
of a
duly authorized officer or, if a registrar for the Receipts shall
have
been appointed, by the manual signature of a duly authorized
officer of
such registrar.
(10)
The Company is subject to the periodic reporting requirements
of the
Securities Exchange Act of 1934, as amended, and accordingly
files certain
reports with the Securities and Exchange Commission (the “Commission”).
Such reports and other information may be inspected and copied
at the
public reference facilities maintained by the Commission located
at the
date of the Deposit Agreement at Judiciary Plaza, Room 1024,
450 Fifth
Street, N.W., Washington, D.C. 20549.
The
address of
the Principal Office of the Depositary is One Wall Street, New
York, New
York, 10286. The address of the Depositary for the administration
of
American Depositary Receipts is 101 Barclay Street, New York,
New York,
10286.
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| Dated: |
THE
BANK OF
NEW YORK,
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| Countersigned: | as Depositary | |||
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THE
DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS
101 BARCLAY STREET, NEW YORK, N.Y. 10286 |
By: |
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AUTHORIZED
SIGNATORY
|
CHRISTOPHER
R. STURDY EXECUTIVE VICE PRESIDENT |
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SUMMARY
OF CERTAIN ADDITIONAL PROVISIONS OF THE DEPOSIT
AGREEMENT
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(11)
Dividends and Distributions; Rights. Whenever the Depositary shall
receive any cash dividend or other cash distribution by the Company
in
respect of any Deposited Securities (including cash in respect
of
redemption), if such cash dividend or other cash distribution
is received
in United States dollars, the Depositary shall distribute the
dollars so
received, and if such cash dividend or other cash distribution
is received
in a currency other than United States dollars, the Depositary
will, if at
the time of receipt thereof such amounts of foreign currency
can in the
judgment of the Depositary be converted on a reasonable basis
into United
States dollars transferable to the United States and subject
to the
provisions of the Deposit Agreement, convert such dividend or
distribution
into United States dollars and distribute the amount thus received,
in
either case to the Holders entitled thereto in proportion to
the number of
American Depositary Shares representing such Deposited Securities
held by
them respectively; provided, however, that the amount distributed
will be
reduced by any amounts required to be withheld by the Company,
its agent
or the Depositary on account of taxes. If in the judgment of
the
Depositary amounts received in foreign currency may not be converted
on a
reasonable basis into United States dollars transferable to the
United
States, or may not be so convertible for all of the Holders entitled
thereto, the Depositary may in its discretion make such conversion,
if
any, and distribution in United States dollars to the extent
permissible
to the Holders entitled thereto and may distribute the balance
of the
foreign currency received and not so convertible by the Depositary
to, or
hold such balance for the account of, the Holders entitled thereto.
If in
the opinion of the Depositary any distribution other than cash
or Shares
upon any Deposited Securities cannot be made proportionately
among the
Holders entitled thereto, or if for any other reason the Depositary
deems
such distribution not to be feasible, the Depositary may adopt
such method
as it may deem equitable for the purpose of effecting such distribution,
including the public or private sale of the securities or property
thus
received, or any part thereof, and the net proceeds of any such
sale will
be distributed by the Depositary to the Holders entitled thereto
as in the
case of a distribution received in cash. If any distribution
upon any
Deposited Securities consists of a dividend in, or free distribution
of,
Shares, the Depositary may with the Company’s approval, and shall if the
Company shall so request, distribute to the Holders entitled
thereto, in
proportion to the number of American Depositary Shares representing
such
Deposited Securities held by them respectively, additional Receipts
for an
aggregate number of American Depositary Shares representing the
amount of
Shares received as such dividend or free distribution. In lieu
of
delivering Receipts for fractional American Depositary Shares
in any such
case, the Depositary may sell the amount of Shares represented
by the
aggregate of such fractions and distribute the net proceeds as
though such
proceeds had been a distribution of cash or other property. If
additional
Receipts are not so distributed, each American Depositary Share
shall
thenceforth also represent the additional Shares distributed
upon the
Deposited Securities represented thereby. In the event that the
Company
shall offer or cause to be offered to the holder of any Deposited
Securities any rights to subscribe for additional Shares or any
rights of
any other nature, the Depositary, after consultation with the
Company and
subject to the Memorandum and Articles of Association, the Companies
Act
1985 and all applicable legislation and regulations, shall have
discretion
as to the procedure to be followed in making such rights available
to
Holders or in disposing of such rights on behalf of Holders;
provided,
however, that the Depositary will, if requested by the Company,
either (a)
make such rights available to Holders by means of warrants or
otherwise,
if lawful and feasible, or (b) if making such rights available
is not
lawful or not feasible, or if the rights represented by such
warrants or
other instruments are not exercised and appear to be about to
lapse, sell
such rights or warrants or other instruments at public or private
sale, at
such place or places and upon such terms as the Depositary may
deem
proper, and allocate the proceeds of such sales for the account
of the
Holders otherwise entitled thereto upon an averaged or other
practicable
basis without regard to any distinctions among such Holders because
of
exchange restrictions, or the date of delivery of any Receipt
or Receipts,
or otherwise.
(12)
Redemption. In the event that the Company exercises any right of
redemption in respect of Shares, the Depositary will redeem,
from the
amounts received by it in respect of such redemption, that number
of
American Depositary Shares which represents the number of Shares
so
redeemed. Subject to certain provisions of the Deposit Agreement
regarding
payments or the making of distributions with respect to the Deposited
Securities, the redemption price per American Depositary Share
to be
redeemed will be equal to the per share amount received by the
Depositary
upon the redemption of the Shares multiplied by the number of
Shares (or
the fraction of a Share) represented by each such American Depositary
Share. If less than all of the outstanding Shares are redeemed,
the
American Depositary Shares to be redeemed will be selected by
lot or
redeemed pro rata as may be determined by the Depositary.
The
Company
will deliver notice of its exercise of its right of redemption
to the
Depositary prior to the date fixed for redemption. Promptly after
receiving such notice from the Company, the Depositary will mail
copies
thereof to all Holders of Receipts.
(13)
Record Dates. Whenever any cash dividend or other cash distribution
shall become payable or any distribution other than cash shall
be made, or
whenever rights shall be issued, with respect to the Deposited
Securities,
or whenever the Company shall redeem any of the Shares, or whenever
the
Depositary shall receive notice of any meeting at which holders
of Shares
or other Deposited Securities shall be entitled to be present
or vote, the
Depositary will fix a record date for the determination of the
Holders who
shall be entitled to receive such dividend, distribution, amounts
in
respect of redemption or rights, or the net proceeds of any sale
thereof,
or to attend or to give instructions for the exercise of voting
rights at
any such meeting, subject to the provisions of the Deposit
Agreement.
(14)
Voting of Deposited Securities. Upon receipt of notice of any meeting
at which holders of Deposited Securities are entitled to vote,
the
Depositary will mail to the Holders a notice which will contain
(a) such
information as is contained in such notice of meeting and (b)
a statement
that the Holders at the close of business on a specified record
date will
be entitled to instruct the Depositary as to the exercise of
the voting
rights pertaining to the number of Shares or other Deposited
Securities
represented by their respective American Depositary Shares evidenced
by
such Holders’ Receipts, and a brief statement as to the manner in which
such instructions may be given. Subject to Article 6 above, upon
the
written request of a Holder of a Receipt or Receipts on such
record date,
received on or before the date established by the Depositary
for such
purpose, the Depositary will endeavor insofar as practicable
to vote or
cause to be voted the number of Shares or other Deposited Securities
underlying the American Depositary Shares evidenced by such Receipt
or
Receipts in accordance with any such nondiscretionary instructions.
The
Depositary shall not vote Shares or other Deposited Securities
underlying
a Receipt except in accordance with written instructions from
the Holder
of such Receipt.
(15)
Changes Affecting Deposited Securities. Upon any change in nominal
value, split-up, consolidation or any other reclassification
of Deposited
Securities, or upon any recapitalization, reorganization, merger
or
consolidation or sale of assets affecting the Company or to which
it is a
party, any securities which shall be received by the Depositary
in
exchange for or in conversion of or in respect of Deposited Securities
shall be treated as new Deposited Securities under the Deposit
Agreement,
and the American Depositary Shares shall thenceforth represent
the new
Deposited Securities so received in exchange or conversion, unless
additional Receipts are delivered pursuant to
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the
following
sentence. In any such case the Depositary may with the Company’s approval,
and shall if the Company shall so request, execute and deliver
additional
Receipts as in the case of a stock dividend, or call for the
surrender of
outstanding Receipts to be exchanged for new Receipts.
(16)
Reports; Inspection of Transfer Books. The Depositary will make
available for inspection by Holders at the Depositary’s Office and at any
other designated transfer offices any reports and communications
received
from the Company which are both (a) received by the Depositary
as the
holder of the Deposited Securities, and (b) made generally available
to
the holder or holders of such Deposited Securities by the Company.
Upon
the written request of the Company, the Depositary will also
send to
Holders copies of such reports when furnished by the Company
as provided
in the Deposit Agreement. The Depositary will arrange for the
mailing to
all Holders of any notice received by it in respect of any meeting
at
which holders of Deposited Securities are entitled to be present
or to
vote, or of any reconvening of any such meeting that has been
adjourned,
or of the taking of any action in respect of any cash or other
distribution or any redemption or the offering of any rights
in respect of
Deposited Securities. The Depositary will keep books for the
registration
of Receipts and their transfer which at all reasonable times
will be open
for inspection by the Holders, provided that such inspection
shall not be
for the purpose of communicating with Holders in the interest
of a
business or object other than the business of the Company or
a matter
related to the Deposit Agreement or the Receipts.
(17)
Withholding. Notwithstanding any other provision of the Deposit
Agreement, in the event that the Depositary determines that any
distribution in property (including Shares or rights to subscribe
therefor) is subject to any tax which the Depositary is obligated
to
withhold, the Depositary may dispose of all or a portion of such
property
(including Shares and rights to subscribe therefor) in such amounts
and in
such manner as the Depositary deems necessary and practicable
to pay such
taxes, by public or private sale, and the Depositary shall distribute
the
net proceeds of any such sale after deduction of such taxes to
the Holders
entitled thereto.
(18)
Liability of the Company and Depositary. Neither the Depositary nor
the Company shall incur any liability to any Holder of this Receipt,
if by
reason of any provision of any present or future law of any country,
or of
any governmental authority, or by reason of any provision, present
or
future, of the Memorandum or Articles of Association of the Company
or of
the Deposited Securities or by reason of any act of God or war
or other
circumstance beyond its control, the Depositary or the Company
shall be
prevented or forbidden from, or delayed in, doing or performing
any act or
thing which by the terms of the Deposit Agreement it is provided
shall be
done or performed. Neither the Company nor the Depositary assumes
any
obligation or shall be subject to any liability under the Deposit
Agreement to Holders, except to perform such obligations as are
specifically set forth in the Deposit Agreement without gross
negligence
or bad faith. Neither the Depositary nor the Company shall be
under any
obligation to appear in, prosecute or defend any action, suit
or other
proceeding in respect of any Deposited Securities or in respect
of the
Receipts, which in its opinion may involve it in expense and
liability,
unless indemnity satisfactory to it against all expense and liability
shall be furnished as often as may be required, and the Custodian
shall
not be under any obligation whatsoever with respect to such proceedings,
the responsibility of the Custodian being solely to the Depositary.
Neither the Depositary nor the Company shall be liable for any
action or
non-action by it in reliance upon the advice of or information
from legal
counsel, accountants, any person presenting Shares for deposit,
any
Holder, or any other person believed by it in good faith to be
competent
to give such advice or information. The Depositary will not be
responsible
for any failure to carry out any instructions to vote any of
the Deposited
Securities, or for the manner in which any such vote is cast
or the effect
of any such vote, provided that any such action or non-action
is in good
faith. The Depositary may own and deal in any class of securities
of the
Company and its affiliates and in Receipts. The Company shall
indemnify
the Depositary and the Custodian against, and hold each of them
harmless
from, any loss, liability or expense which may arise out of acts
performed
or omitted in accordance with the provisions of the Deposit Agreement
and
the Receipts, as the same may be amended from time to time, (i)
by the
Depositary or the Custodian, except for any liability arising
out of the
negligence or bad faith of either of them or (ii) by the Company
or any of
its agents.
(19)
Resignation and Removal of Depositary; Substitution of Custodian.
The
Depositary may at any time resign as Depositary under the Deposit
Agreement with respect to the Receipts by written notice of its
election
to do so delivered to the Company, such resignation to take effect
upon
the appointment of a successor depositary and its acceptance
of such
appointment as provided in the Deposit Agreement. The Depositary
may at
any time be removed by the Company, effective upon the appointment
of a
successor depositary and its acceptance of such appointment as
provided in
the Deposit Agreement. The Depositary may at any time appoint
one or more
substitute custodians and the term “Custodian” shall refer to each
substitute.
(20)
Amendment of Deposit Agreement and Receipts. The Receipts and the
Deposit Agreement as it applies to the Receipts may at any time
and from
time to time be amended by agreement between the Company and
the
Depositary. Any amendment which shall impose or increase any
fees or
charges (other than taxes or other governmental charges), or
which shall
otherwise prejudice any substantial existing right of Holders,
shall not,
however, become effective as to outstanding Receipts until the
expiration
of thirty days after notice of such amendment shall have been
given to the
Holders of outstanding Receipts. Every Holder at the time any
amendment so
becomes effective, if such Holder shall have been given such
notice, shall
be deemed, by continuing to hold such Receipt, to consent and
agree to
such amendment and to be bound by the Deposit Agreement as amended
thereby. In no event shall any amendment impair the right of
the Holder to
surrender this Receipt and receive therefor the Deposited Securities
represented hereby.
(21)
Termination of Deposit Agreement. The Depositary will at any time at
the direction of the Company terminate the Deposit Agreement
by mailing
notice of such termination to the Holders of all Receipts then
outstanding
at least 30 days prior to the date fixed in such notice for such
termination. The Depositary may likewise terminate the Deposit
Agreement
by mailing notice of such termination to the Company and the
Holders of
all Receipts then outstanding at any time 60 days after the Depositary
shall have resigned, if a successor depositary shall not have
been
appointed and accepted its appointment. If any Receipts shall
remain
outstanding after the date of termination of the Deposit Agreement,
the
Depositary thereafter shall discontinue the registration of transfers
of
Receipts, shall suspend the distribution of dividends to the
Holders
thereof, and shall not give any further notices or perform any
further
acts under the Deposit Agreement, except that the Depositary
shall
continue to collect dividends and other distributions pertaining
to
Deposited Securities, shall sell rights as provided in the Deposit
Agreement, and shall continue to deliver Deposited Securities,
together
with any dividends or other distributions (including amounts
in respect of
any redemption) received with respect thereto and the net proceeds
of the
sale of any rights or other property, in exchange for Receipts
surrendered
to the Depositary. At any time two years from the date of termination
of
the Deposit Agreement, the Depositary may sell the Deposited
Securities
then held by it under the Deposit Agreement and hold the net
proceeds of
any such sale and any other cash then held by it under the Deposit
Agreement, in an unsegregated account, without liability to any
party for
interest thereon, for the pro rata benefit of the Holders of
theretofore
unsurrendered Receipts.
|
|
|
|
|
|
ABBREVIATIONS
The
following
abbreviations, when used in the inscription on the face of this Receipt,
shall
be construed as though they were written out in full according to applicable
laws or regulations:
| TEN COM | – | as tenants in common | UNIF GIFT MIN ACT - |
|
Custodian |
|
|
| (Cust) | (Minor) | ||||||
| TEN ENT | – | as tenants by the entireties | under Uniform Gifts to Minors Act | ||||
| JT TEN | – |
as
joint
tenants with right of survivorship
and
not as
tenants in common
|
|
||||
| (State) | |||||||
Additional
abbreviations may also be used though not in the above
list.
ASSIGNMENT
| For Value Received, the undersigned hereby sells, assigns and transfers unto | ||
|
PLEASE
INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE |
||
|
(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS OF
ASSIGNEE)
|
||
| the within American Depositary Receipt and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint | ||
| attorney | ||
| to transfer the same on the books of the within named Depositary, with full power of substitution in the premises. | ||
| Dated: |
|
Signature: |
|
||
NOTE:
The
signature to any endorsement hereon must correspond with the name as written
upon the face of this Receipt in every particular, without alteration or
enlargement or any change whatever.
If
the
endorsement be executed by an attorney, executor, administrator, trustee
or
guardian, the person executing the endorsement must give his full title
in such
capacity and proper evidence of authority to act in such capacity, if not
on
file with the Depositary, must be forwarded with this Receipt.
All endorsements or
assignments of Receipts must be guaranteed by an "eligible guarantor
institution" (including, but not limited to, a New York Stock Exchange
member
firm or member of the Clearing House of the American Stock Exchange Clearing
Corporation or by a bank or trust company having an office or correspondent
in
the City of New York) meeting the requirements of the Depositary, which
requirements will include membership or participation in STAMP or such
other
“signature guarantee program” as may be determined by the Depositary in addition
to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.
ITEM
4
|
MINUTES
of
Meeting of a Committee of the Board of Directors of THE ROYAL BANK
OF
SCOTLAND GROUP plc (the “Company”) held by telephone between Dublin,
London and Gogarburn, Edinburgh on 26 June 2007
|
||
|
PRESENT
|
Mr
G R
Whittaker, Group Finance Director, at Dublin, Ireland (in the
Chair)
|
|
|
Mr
G F Pell,
Chief Executive Retail Markets, at London
|
||
|
IN
ATTENDANCE
|
Mr
H Campbell,
Head of Group Secretariat, at Gogarburn, Edinburgh
|
|
| ISSUE OF CATEGORY II NON-CUMULATIVE DOLLAR PREFERENCE SHARES OF US$0.01, SERIES S | The Committee had been appointed at a meeting of the Board of Directors of the Company held on 22 February 2007 as a Committee of such Board with authority to approve, inter alia, the terms of issue by the Company of preference shares, capital securities or loan capital up to £8 billion in aggregate (or a foreign currency equivalent thereof at the time of issue), such approval to expire on 31 March 2008. |
|
It
was
reported that the Company, acting on the advice of Merrill Lynch,
Pierce,
Fenner & Smith Incorporated, proposed to issue
38,000,000 Category II Non-cumulative Dollar Preference Shares
of US$0.01
each in the capital of the Company, to be designated “Series S” (the
“Series S Preference Shares”) at a subscription price of US$25.00 per
Series S Preference Share, such Series S Preference Shares to be
represented by and listed in the form of American Depositary Shares
(the
“ADSs”) evidenced by American Depositary Receipts on the New York Stock
Exchange and that certain of the terms of issue of the Series S
Preference
Shares, by the terms of the Company’s Articles of Association, were to be
determined by the Directors prior to allotment thereof.
|
||
|
After
due
consideration, IT WAS RESOLVED THAT the Company should issue the
Series S
Preference Shares.
|
||
|
Mr
Campbell
explained that it was proposed to issue the Series S Preference
Shares
into the United States market under the Form F-3 Shelf Registration
Statement approved for filing with the United States Securities
and
Exchange Commission (the “SEC”) by the Board
on
|
|
2
|
|
15 December 2004,
filed with the SEC on 8 April 2005 and declared effective by the
SEC on 25 April 2005 (the “Shelf Registration Statement”) and
that in connection with such an issue it would be necessary to
prepare a
prospectus supplement (the “Prospectus Supplement”), supplemental to the
base prospectus (the “Prospectus”) forming part of the Shelf Registration
Statement.
|
||
|
Mr
Campbell
explained that the purpose of the meeting was to consider, and
if thought
fit, ratify (if applicable) and approve (1) the launch of the issue
of the
Series S Preference Shares; (2) the terms of issue of the Series
S
Preference Shares; (3) the various actions and documents related
to the
closing of the issue of the Series S Preference Shares; and (4)
the use of
funds separately available to the Company to subscribe for 38,000,000
Non-cumulative Dollar Preference Shares of US$0.01 each in the
capital of
The Royal Bank of Scotland plc ("RBS").
|
||
|
The
Committee
would consider, and if thought fit, approve each matter in
turn.
|
||
|
LAUNCH
OF
ISSUE
|
It
was noted
that at the Annual General Meeting of the Company
held
on 20 April 2005 a further 71,000,000 Category
II
Non-cumulative Dollar Preference Shares were
created
and the Company’s shareholders granted to the
Directors
the authority to allot all of the 71,000,000 newly
created
Category II Non-cumulative Dollar Preference
Shares and the 179,500,000 authorised
but
unissued Category II Non-cumulative Dollar
Preference Shares, such authority to expire on 20 April
2010.
|
|
|
|
||
|
Mr
Campbell
confirmed that the UK Financial Services Authority (the “FSA”) had been
notified of the issue of the Series S Preference Shares and it
was
anticipated that (subject to certain conditions) the Series S Preference
Shares would be treated as forming part of non-innovative Tier
1
Capital.
|
||
|
It
was further
noted that the issue of the Series S Preference Shares would provide
the
Company with additional funds for its general corporate purposes,
which
|
|
3
|
|
may
include
the redemption or repurchase of outstanding securities and to strengthen
the Company’s capital base.
|
||
|
Accordingly,
IT WAS RESOLVED:
|
|
(a)
|
THAT it was desirable and in the best interests of the Company that the Company issue the Series S Preference Shares, to be offered and sold in the United States pursuant to the Shelf Registration Statement and elsewhere and the Company hereby authorises and (where applicable) ratifies: | |||
|
(i)
|
the
issue and
sale of the Series S Preference Shares to be issued and sold by
the
Company to the underwriters of the issue, being Merrill Lynch,
Pierce,
Fenner & Smith Incorporated, Greenwich Capital Markets, Inc., Wachovia
Capital Markets, LLC, Morgan Stanley & Co. Incorporated, UBS
Securities LLC, Banc of America Securities LLC, Lehman Brothers
Inc. and
RBC Dain Rauscher Inc., as representatives (the “Representatives”) of
certain underwriters (together with the Representatives, the
“Underwriters”);
|
|||
|
(ii)
|
the
issue of a
preliminary Prospectus Supplement and of a final Prospectus Supplement,
each to be filed with the SEC;
|
|||
|
(iii)
|
the
registration of the Series S Preference Shares under the United
States
Securities Act of 1933, as amended (the “Securities Act”) and the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”);
|
|||
|
(iv)
|
the
preparation and the filing of any Free Writing Prospectus (as defined
in
Rule 405 under the Securities Act) that may be agreed with the
Underwriters and/or required to be filed with the SEC;
and
|
|||
|
(v)
|
the
listing of
the Series S Preference Shares and related ADSs on the New York
Stock
Exchange;
|
|||
|
4
|
|
(b)
|
THAT any Director, the Secretary, the Director, Capital Management & Securitisation, the Deputy Secretary or any Assistant Secretary of the Company, or any attorney of the Company (in terms of the Commission and Power of Attorney of the Company from time to time in effect and registered in the Books of Council and Session in Edinburgh (an “Attorney”)), be, and each of them hereby is, authorised to sign in the name and on behalf of the Company the Underwriting Agreement (as defined below) in relation to the Series S Preference Shares and to sign in the name and on behalf of the Company and to cause to be filed with the SEC a Registration Statement on Form 8-A for the registration under the Exchange Act of the Series S Preference Shares and the ADSs representing the Series S Preference Shares; | |||
|
(c)
|
THAT any Director, the Secretary, the Director, Capital Management & Securitisation, the Deputy Secretary or any Assistant Secretary of the Company, or any Attorney, be, and each of them hereby is, authorised to prepare, execute and file with the New York Stock Exchange a listing application (in both preliminary and final form) for the purpose of listing the Series S Preference Shares and the related ADSs on the New York Stock Exchange, and to execute and deliver in the name and on behalf of the Company a Listing Agreement with the New York Stock Exchange and such other agreements, certificates and instruments as the Director, the Secretary, the Director, Capital Management & Securitisation, the Deputy Secretary or any Assistant Secretary or any Attorney, so acting shall approve for the purpose of the listing of the Series S Preference Shares and related ADSs on the New York Stock Exchange, such approval being conclusively evidenced by the execution and delivery thereof; | |||
|
(d)
|
THAT any Director, the Secretary, the Director, Capital Management & Securitisation, the Deputy Secretary or any Assistant Secretary of the | |||
|
5
|
|
Company,
or
any Attorney, be, and each of them hereby is, authorised and directed
in
the name and on behalf of the Company to take any and all action
which
they may deem necessary or advisable in order to effect the registration
or qualification of part or all of the Series S Preference Shares
of the
Company for offer and sale under the securities or Blue Sky laws
of any of
the states of the US, and in connection therewith to execute, acknowledge,
verify, deliver, file and publish all such applications, reports,
issuer’s
covenants, resolutions and other papers and instruments as may
be required
under such laws, and to take any and all further action which they
may
deem necessary or advisable in order to maintain any such registration
or
qualification for as long as they deem to be in the best interests
of the
Company;
|
|||
|
(e)
|
THAT
any
Director, the Secretary, the Director, Capital Management &
Securitisation, the Deputy Secretary or any Assistant Secretary
of the
Company, or any Attorney, be, and each of them hereby is, authorised
and
directed in the name and on behalf of the Company to execute and
file
irrevocable written consents on the part of the Company to be used
in such
states of the US wherein such consents to service of process may
be
required under the securities laws thereof in connection with the
said
registration or qualification of the Series S Preference Shares;
and
|
||
|
(f)
|
THAT
any
Director, the Secretary, the Director, Capital Management &
Securitisation, the Deputy Secretary or any Assistant Secretary
of the
Company, or any Attorney, be, and each of them hereby is, authorised
and
directed to take such other action and to execute, deliver and/or
file any
and all such documents as he/she deems necessary or advisable to
carry
into effect the foregoing resolutions and to effect the registration,
issuance and sale of the Series S Preference Shares and related
ADSs.
|
|
6
|
|
TERMS
OF
ISSUE AND
PRICING
TERMS
|
It was reported that: | ||
|
(1)
|
a supplemental Listing Application in respect of the listing of the Series S Preference Shares and related ADSs had been submitted to the New York Stock Exchange; and | ||
|
(2)
|
copies
of the
preliminary prospectus and final prospectus
had
been filed with the SEC on 20
June 2007
and 26 June 2007, respectively.
|
||
|
|
It
WAS RESOLVED THAT CT Corporation System be and hereby is appointed
as
Agent of the Company to accept service of any and all legal processes,
summons, notices and documents in respect of any action, suit or
proceedings brought in any United States or State Court in respect
of the
Underwriting Agreement.
The
Committee considered the pricing terms to be applied to the Series
S
Preference Shares, with particular reference to prevailing market
conditions and in relation to the non-cumulative preferential dividend
to
be paid (subject to the terms of this Resolution) to the holders
of the
Series S Preference Shares, current yields on the US Long Bond
and the
impact of spreads and credit risk on this.
Accordingly,
IT WAS RESOLVED THAT the terms of issue to be applied by the Directors
to
the Series S Preference Shares (“Terms of Issue”) should be as
follows:
|
||
|
(a)
|
the
Series S
Preference Shares shall form a separate class of shares from the
8,000,000
Series F Category II Non-cumulative Dollar Preference Shares issued
on 26
March 1997, the 12,000,000 Series H Category II Non-cumulative
Dollar
Preference Shares issued on 8 February 1999, the 34,000,000 Series
L
Category II Non-Cumulative Dollar Preference Shares issued on 30
September
2004 (in exchange for the Company’s 34,000,000 Exchangeable Capital
Securities, Series B which had originally been issued on 23 June
2003),
the 37,000,000 Series M Category II Non-cumulative Dollar
Preference
|
||
|
7
|
|
Shares
issued
on 18 August 2004, the 40,000,000 Series N Category II Non-cumulative
Dollar Preference Shares issued on 12 May 2005, the 22,000,000
Series P
Non-cumulative Dollar Preference Shares issued on 26 October 2005,
the
27,000,000 Series Q Non-cumulative Dollar Preference Shares issued
on 25
May 2006 and the 26,000,000 Series R Category II Non-cumulative
Dollar
Preference Shares issued on 27 December 2006 (together, the “Existing
Series of Category II Non-cumulative Dollar Preference
Shares”);
|
||||
|
(b)
|
the
holders of
the Series S Preference Shares shall be entitled (subject to the
terms of
this Resolution) to a non-cumulative preferential dividend at a
rate of
6.6% per annum of the liquidation amount of US$25.00 per Series
S
Preference Share (equivalent to US$1.65 per annum for each Series
S
Preference Share held), payable in cash in US Dollars. The dividend
will
be payable (subject to the terms of this Resolution) quarterly
in arrear
on, and to the holders on a record date 15 days prior to, 31 March,
30
June, 30 September and 31 December of each year (each a “dividend payment
date”) in respect of the three month period ending on such date (each
a
“dividend period”), commencing with a payment on, and to the holders on a
record date 15 days prior to, 30 September 2007, in respect of
the initial
period referred to in paragraph (d) below;
|
|||
|
(c)
|
all
of the
provisions set out in Article 4(D)(2)(b) (as amended by Article
4(E)) and
Article 4(E)(2)(g) of the Company’s Articles of Association, and as
further supplemented by the terms of this Resolution, shall apply
to the
Series S Preference Shares. It was noted that the provisions of
Articles
4(D)(2)(b)(viii) and (ix) of the Company’s Articles of Association were
part of the terms of issue of the Existing Series of Category II
Non-cumulative Dollar Preference Shares and that accordingly those
provisions would affect the
|
|||
|
|
|
|
8
|
|
Series
S
Preference Shares in the event of non-payment of dividend on
the Existing
Series of Category II Non-cumulative Dollar Preference
Shares;
|
||||
|
(d)
|
the
dividend
payable on the Series S Preference Shares shall accrue from
28 June 2007
notwithstanding the date or dates of allotment thereof, to
and including
the date of repayment, if any, of capital thereon. The amount
of the
dividend in respect of the initial period from (and including)
28 June
2007 to (but excluding) 30 September 2007 shall be US$0.4217
for each
Series S Preference Share;
|
|||
|
(e)
|
in
addition to
their rights under Article 4(D) (as supplemented and amended
by Article
4(E)) of the Company’s Articles of Association, the Series S Preference
Shares shall carry the right to attend at a General Meeting
of the Company
and to speak to or vote upon any resolution proposed thereat
in
circumstances where the dividend stated to be payable on the
Series S
Preference Shares in respect of the three most recent dividend
periods has
not been declared and paid in full, and such right shall continue
until
the dividends have thereafter been declared and paid thereon
in full in
respect of three successive dividend periods, but not otherwise,
together
with the right in accordance with the Statutes (as defined
in the
Company’s Articles of Association) to seek to requisition a General
Meeting of the Company in the circumstances and for the period
specified
in this paragraph (e) (and for this purpose the Series S Preference
Shares
will be deemed to confer the number of votes referred to in
paragraph (f)
below);
|
|||
|
(f)
|
whenever
holders of Series S Preference Shares are so entitled to vote
on a
resolution at a General Meeting of the Company, on a poll every
such
holder who is present in person or by proxy shall have one
vote for each
such Series S Preference Share held subject to adjustment as
hereinafter
|
|
9
|
| prescribed. Such adjustments as the Directors consider necessary to the number of votes to which each Series S Preference Share is entitled shall be made by the Directors at the time of the occurrence of the event requiring such adjustment to reflect: | |||||
|
(i)
|
any
capitalisation issue, consolidation, sub-division or re-classification
of
Ordinary Shares as a result of any distribution to the holders
of Ordinary
Shares of assets of the Company; and
|
||||
|
(ii)
|
issues
of
Ordinary Shares or grants of rights or options to subscribe
for Ordinary
Shares at a discount to the market value of the Ordinary
Shares on the
business day preceding the date of issue or grant as the
case may be,
ascertained by reference to the middle market quotation derived
from the
London Stock Exchange Daily Official List for such preceding
business day
(subject to the exceptions listed below), in each case in
order to ensure
as nearly as may be that the ratio which the number of vote(s)
in a
General Meeting to which the holder of a Series S Preference
Share would
be entitled on a poll bears to the number of vote(s) to which
the holder
of an Ordinary Share is entitled in such circumstances will
be the same
(but no higher) after than as it was before any such event.
The exceptions
referred to above are:
|
||||
|
(a)
|
rights
issues
at a discount of no more than 10 per cent. of such market
value of the
Ordinary Shares;
|
||||
|
(b)
|
any
issue or
grant of such number of Ordinary Shares as represents
no more than 1 per
cent. of the number of Ordinary Shares in issue from
time to time for a
consideration other than cash (in whole or in part),
including,
|
|
10
|
|
|
without
limitation, for any purchase or acquisition of any shares
or any other
investments of any kind, or any business, undertaking
or assets of any
description, by the Company or any subsidiary;
|
||||
| (c) |
issues
or
grants under the Company’s Profit Sharing (Share Ownership) Scheme,
Executive Share Option Scheme or Savings-related Share
Option Scheme or
any additional or successive or substitute schemes or the
equivalent
schemes of any subsidiary of the Company; and
|
||||
| (d) |
issues
pursuant to the provisions of Article 143 of the Company’s Articles of
Association;
|
||||
|
|
(g)
|
the
Series S
Preference Shares shall not be redeemed by the Company
prior to 30 June
2012 and, accordingly, the “Redemption Date” for the purposes of the
Series S Preference Shares shall be any business day falling
on or after
30 June 2012. In addition, the Directors will only exercise
the Company’s
option to redeem any of the Series S Preference Shares
on a Redemption
Date if:
|
|||
|
|
(i)
|
the
Company
has given at least one month’s prior notice to the FSA of its intention to
do so, or such other period of notice, be it greater or
less, as the FSA
requires; and
|
|||
|
|
(ii)
|
at
the time
when the notice of such redemption is given and immediately
following such
redemption, the Company is or will be (as the case may
be) in compliance
with its capital adequacy requirements as provided in the
capital
regulations relating to capital adequacy then in effect
of the FSA, unless
at the time of such redemption such requirement of the
FSA no longer
applies;
|
|||
|
11
|
|
(h)
|
it
was noted
that there shall be paid on each Series S Preference
Share so redeemed, in
US dollars, the aggregate of the nominal amount thereof
together with any
premium paid on issue and together with arrears (if any)
of dividends
thereon (whether earned or declared or not) in respect
of the period from
the dividend payment date last preceding the Redemption
Date to the
Redemption Date. No relevant Redemption Premium (as set
out in the
Company’s Articles of Association) shall be payable on redemption
of the
Series S Preference Shares;
|
||||
|
|
(i)
|
the
special
rights attached to the Series S Preference Shares shall
be deemed to be
varied by the creation or issue of any New Shares (as
defined in the
Company’s Articles of Association) ranking as regards participation
in the
profits or assets of the Company in some or all respects
pari
passu with such Series S Preference Shares if the dividend
stated to
be payable on the Series S Preference Shares on the dividend
payment date
immediately preceding such issue shall not have been
paid in full, but,
subject thereto, such special rights shall not be deemed
to be varied by
the creation or issue of any New Shares ranking as to
participation in the
profits or assets of the Company in some or all respects
pari
passu with or after such Series S Preference Shares;
and
|
|||
|
(j)
|
the
foregoing
paragraphs (a) to (i) inclusive and this paragraph (j)
shall be the whole
of the terms of issue of the Series S Preference Shares
determined by the
Directors prior to allotment thereof in accordance with
the Company’s
Articles of Association.
|
||||
|
There
was
tabled a pricing agreement between the Company and the
Representatives of
the Underwriters therein mentioned (the “Pricing Agreement”), providing
for the purchase (i.e. subscription) price of the Series
S Preference
Shares to be US$25.00 (comprising the nominal amount
of US$0.01 and a
premium of US$24.99 per Series S Preference Share) per
Series S
Preference
|
|||||
|
12
|
|
Share,
and for
the underwriting commission per Series S Preference Share
to be US$0.50
for sales to certain institutions and US$0.7875 for other
sales. The terms
of the Pricing Agreement were carefully considered and
IT WAS RESOLVED
THAT such terms be and they are hereby approved AND THAT
the Pricing
Agreement in the form tabled be executed by any one Director,
the
Secretary, the Director, Capital Management & Securitisation, the
Deputy Secretary or any Assistant Secretary of the Company
or any Attorney
and delivered by the Company or its Attorney to the other
parties thereto.
The list of Underwriters in Schedule I to the Pricing
Agreement was also
approved.
|
|||||
|
CLOSING
MATTERS
|
|||||
| The closing of the issue of the Series S Preference Shares (“Closing”) was expected to take place by means of a meeting held at the offices of Davis Polk & Wardwell, 99 Gresham Street, London EC2V 7NG on 28 June 2007 (the “London Closing Meeting”). It was noted that all transactions connected with the Closing of the issue of the Series S Preference Shares would be deemed to take place simultaneously and that no delivery or payment would be considered to have been finally made until all action in connection with the Closing of the issue of the Series S Preference Shares had been completed. | |||||
|
The
following
documents were tabled:
|
|||||
|
(a)
|
an
executed
copy of an underwriting agreement dated 22 June 2007
(the “Underwriting
Agreement”) in respect of the issue of the Series S Preference
Shares and
entered into between the Company and Merrill Lynch, Pierce,
Fenner &
Smith Incorporated, Greenwich Capital Markets, Inc.,
Wachovia Capital
Markets, LLC, Morgan Stanley & Co. Incorporated, UBS Securities LLC,
Banc of America Securities LLC, Lehman Brothers Inc.
and RBC Dain Rauscher
Inc., as Representatives of the Underwriters;
|
||
|
(b)
|
an
executed
copy of the Pricing Agreement dated 22 June 2007;
|
||
|
(c)
|
a
copy of the
final form of the prospectus supplement with respect
to the Series
S
|
|
13
|
|
Preference
Shares dated 22 June 2007 (the “Prospectus
Supplement”);
|
|||
|
(d)
|
a
copy of the
final terms of the Series S Preference Shares (the “Final Terms”) to be
(or as) filed with the SEC as a Free Writing
Prospectus;
|
||
|
(e)
|
a
deposit
agreement between, inter alia, the Company and The Bank of New
York (the “ADR Depositary”) as amended and restated as of 8 February 1999,
and as further amended and restated as of 2 November
2001 (the “Deposit
Agreement”);
|
||
|
(f)
|
a
copy of a
certificate of the Secretary of the Company to be given
in connection with
the Closing, with attachments (the “Certificate of
Secretary”);
|
||
|
(g)
|
an
amended and
restated nominee agreement (the “Nominee Agreement”) between the Company
and RBS Shelf Nominees Limited (“RBS Shelf”) dated 8 November 2005 under
which the Company may from time to time issue Non-cumulative
Dollar
Preference Shares of US$0.01 each in the capital of the
Company to RBS
Shelf pursuant to the obligations of the Company in respect
of issues made
by it under any US Registration Statement and under which
RBS Shelf would
hold the Preference Shares in registered or bearer form
in trust and as
nominee for the ADR Depositary and in accordance with
the provisions
thereof;
|
||
|
|
(h)
|
a
draft letter
from the Representatives requesting that the Company
procure the delivery
to the ADR Depositary of a share warrant to bearer (the
“Share Warrant”)
in respect of the Series S Preference Shares (the “Allotment
Application”);
|
|
|
(i)
|
a
draft letter
from the Company to RBS Shelf dated 28 June 2007 notifying
RBS Shelf of
the ADR Depositary to which the Share Warrant should
be delivered,
following the delivery to RBS Shelf by the Company of
the Share Warrant,
in each case pursuant to the Nominee Agreement (the “Warrant
Direction”);
|
|
14
|
|
|
(j)
|
a
draft letter
from the Company to the ADR Depositary pursuant to the
Underwriting
Agreement directing the ADR Depositary to issue American
Depositary
Receipts (“ADRs”) evidencing 38,000,000 Series S ADSs (the “Depositary
Direction”);
|
|
|
|
(k)
|
a
copy of the
Share Warrant in respect of the Series S Preference
Shares;
|
|
|
|
(l)
|
a
form of
certificate of no material adverse change to be given
by an officer of the
Company pursuant to Section 7(f) of the Underwriting
Agreement (the
“Section 7(f) Certificate”); and
|
|
|
|
(m)
|
a
copy of a
Company announcement/press release in connection with
the issue of the
Series S Preference Shares (the “Company Announcement/Press
Release”).
|
|
| It was noted that, under the Underwriting Agreement, the Company had agreed to procure the delivery of the ADRs evidencing the ADSs representing the Series S Preference Shares in bearer form to the Underwriters at a subscription price set out in the Pricing Agreement of US$25.00 per Series S Preference Share (the “Purchase Price”), subject to the terms and conditions set out in the Underwriting Agreement, including the payment to the Underwriters by the Company of underwriting commissions (the “Underwriting Commissions”) of US$0.50 per Series S Preference Share to be allotted to certain institutions and of US$0.7875 per Series S Preference Share to be allotted for other sales. Payment to the Company of the Purchase Price would be made by wire transfer of immediately available funds, to the account of the Company in New York City, in an aggregate amount of US$920,075,000 being the Purchase Price of US$950,000,000 less the payment to the Representatives of the Underwriting Commissions. | |||
|
It
was noted
that the Deposit Agreement provided for the appointment
of The Bank of New
York as the ADR Depositary and for the deposit of the
Series S
Preference
|
|||
|
15
|
| Shares with the ADR Depositary in New York or with the principal London office of the ADR Depositary, in respect of ADSs representing the Series S Preference Shares and for the execution and delivery by the Depositary of ADRs evidencing such ADSs. | |||||
| It was noted that the requisite authority under Section 80 of the Companies Act 1985 to allot the Series S Preference Shares to which the Allotment Application related had been granted to the Directors of the Company by Ordinary Resolution passed at the Annual General Meeting of the Company held on 20 April 2005. | |||||
| Careful consideration was given to each of the documents tabled and IT WAS RESOLVED: | |||||
|
(i)
|
THAT
each of
the following documents be, and it hereby is, approved:
|
||||
| (1) |
the
Certificate of Secretary; and
|
||||
| (2) | the Section 7(f) Certificate, | ||||
| AND THAT the Deputy Secretary or any Assistant Secretary of the Company be, and the Deputy Secretary or any Assistant Secretary hereby are, authorised and instructed to execute and deliver the Certificate of Secretary on behalf of the Company and any officer of the Company be, and they hereby are, authorised and instructed to execute and deliver the Section 7(f) Certificate on behalf of the Company; | |||||
|
(ii)
|
THAT
each of
the following documents be, and it hereby is, approved
and/or ratified (as
the case may be):
|
||||
| (1) |
the
Underwriting Agreement;
|
||||
| (2) |
the
Pricing
Agreement;
|
||||
| (3) |
the
Prospectus
Supplement;
|
||||
| (4) |
the
Final
Terms;
|
||||
| (5) |
the
Allotment
Application;
|
||||
| (6) |
the
Warrant
Direction;
|
||||
| (7) |
the
Depositary
Direction; and
|
||||
|
16
|
| (8) |
the
Company
Announcement/Press release,
|
||||
| AND THAT any Director, the Secretary, the Director, Capital Management & Securitisation, the Deputy Secretary or any Assistant Secretary of the Company, or any Attorney be, and they hereby are, authorised and instructed to execute and deliver such documents on behalf of the Company; | |||||
|
(iii)
|
THAT each of the Certificate of Secretary and the Section 7(f) Certificate be delivered to the Representatives at the London Closing Meeting; | ||||
|
|
(iv)
|
THAT certain further documents requested by the Representatives be delivered to them, namely 8 (eight) certified copies (if required) of each of: | |||
| (1) |
the
Company’s
Memorandum and the Articles of Association (together
the “Memorandum and
Articles of Association”), as amended;
|
||||
| (2) |
the
certificate of incorporation, the certificate of incorporation
on change
of name and the certificate of incorporation on re-registration
as a
public company of the Company;
|
||||
|
(3)
|
the
Memorandum
and Articles of Association
of
RBS; and
|
||||
|
(4)
|
each
certificate of incorporation of RBS;
|
||||
|
(v)
|
THAT the Series S Preference Shares be allotted and issued, fully paid up in cash, both as to nominal value and premium, unconditionally to RBS Shelf in accordance with the Nominee Agreement, the Memorandum and Articles of Association and the Terms of Issue, at a subscription price of US$25.00 per Series S Preference Share, and THAT the Secretary be, and he hereby is, instructed to arrange for the name and address of RBS Shelf to be entered forthwith in the Company’s register of holders of Category II Non-cumulative Dollar Preference Shares (the “Category II DPS Register”) and THAT subsequent to such action, the | ||||
|
17
|
| procedures described in paragraph (vi) below be carried out and that, as against the undertaking of RBS Shelf contained in the Nominee Agreement, the Series S Preference Shares be credited as fully paid as to both nominal value and any premium; | |||||
|
(vi)
|
THAT
the Share
Warrant be approved AND THAT, subject to the registration
of RBS Shelf as
the holder of the Series S Preference Shares as described
in (v) above, in
accordance with the Company’s Articles of Association, a share warrant to
bearer in the form of the Share Warrant be issued to
RBS Shelf in respect
of the Series S Preference Shares registered in the name
of RBS Shelf; and
THAT any two Directors of the Company, or any Director
of the Company and
the Secretary, be, and they hereby are, authorised and
instructed to
execute the Share Warrant on behalf of the Company and
affix the common
seal of the Company thereto; and thereupon for RBS Shelf’s name and
address to be deleted from the Category II DPS Register
and for the
following particulars to be entered therein, namely:
|
||||
|
(1)
|
the
fact of
issue of the Share Warrant;
|
||||
|
(2)
|
a
statement of
the Series S Preference Shares included in the Share
Warrant,
distinguishing each Series S Preference Share by its
serial number;
and
|
||||
|
(3)
|
the
date of
issue of the Share Warrant;
|
||||
|
(vii)
|
THAT
following
the entry of new particulars in the Category II DPS Register,
the
Secretary of the Company be, and he hereby is, authorised
and instructed
to arrange for the Share Warrant bearing the common seal
of the Company to
be delivered to RBS Shelf (following which RBS Shelf
will deliver the
Share Warrant to the ADR Depositary pursuant to the Nominee
Agreement in
accordance with the Warrant Direction);
|
||||
|
(viii)
|
THAT
the ADR
Depositary be instructed to issue the ADRs evidencing
the ADSs
representing the Series
|
||||
|
18
|
|
|
S Preference Shares to the Representatives pursuant to the Depositary Direction; | ||||
|
(ix)
|
THAT the Secretary be instructed to arrange for the filing with the Registrar of Companies and/or the SEC of all necessary returns consequent upon the business dealt with at the meeting; and | ||||
|
(x)
|
THAT
all
further actions reasonably necessary, and/or incidental
(including the
execution of any additional documentation) to allow the
aforementioned
matters to proceed be hereby authorised and approved
and that any
Director, the Secretary, the Director, Capital Management
&
Securitisation, the Deputy Secretary or any Assistant
Secretary of the
Company, or any Attorney, be hereby authorised and approved
to take such
further action and sign, execute, enter into and deliver
such further
documentation.
|
||||
| It was noted that remaining capacity under the Shelf Registration Statement currently stood at US$6,175,000,000 after taking into account this issue of Series S Preference Shares. | |||||
| SUBSCRIPTION BY THE COMPANY OF US DOLLAR DENOMINATED SHARES | Separately, Mr Campbell advised that the Company proposed to use funds available to it (comprising funds other than those payable to the Company in connection with its issue of the Series S Preference Shares) to subscribe for 38,000,000 PREFERENCECategory II Non-cumulative Dollar Preference Shares of US$0.01 each (the “Preference Shares”) at a subscription price and having a liquidation preference of US$25.00 each to be issued by RBS. It was noted that the Preference Shareswould be issued on terms substantially similar to the terms of the Series S Preference Shares. | ||||
| It was noted that the issue of the Preference Shares would provide RBS with additional funds for its general corporate purposes, which may include the redemption or repurchase of outstanding securities, and to strengthen RBS’s capital base, with the intention that the Preference Shares should constitute non-innovative Tier One capital of RBS. | |||||
|
19
|
|
It
was also
noted that, in terms of a special resolution of RBS passed
on 23 August
2004, the Directors of RBS had authority under Section
80 of the Companies
Act 1985 to allot the Preference Shares.
|
|||||
| Careful consideration was given to the proposal and IT WAS RESOLVED: | |||||
|
(i)
|
THAT
the
subscription for the Preference Shares is in the best
interests of the
Company and the subscription be and it is hereby APPROVED;
|
||||
|
(ii)
|
THAT
any
Director, the Secretary, the Director, Capital Management
&
Securitisation, the Deputy Secretary, any Assistant Secretary
of the
Company or any Attorney be, and they hereby are, authorised
with full
authority and instructed to approve, execute and deliver
any applications,
documents or instruments on behalf of the Company to
effect the
subscription for the Preference Shares; and
|
||||
|
(iii)
|
THAT
all
further actions reasonably necessary and/or incidental
(including the
execution of any additional documentation), to allow
the issue of and
subscription for the Preference Shares to proceed be
hereby authorised and
approved and that any authorised signatory of the Company
be hereby
authorised to take such further action and sign, execute,
enter into and
deliver such further documentation.
|
||||
| It was noted that after the issue of the Series S Non-cumulative Dollar Preference Shares, 159,500,000 Category II Non-cumulative Dollar Preference Shares of US$0.01 each remain authorised and available for issue. | |||||
|
20
|
|
There
being no
further business the Chairman declared the meeting
closed.
|
|||||
|
Certified
a
true extract.
|
|||||
|
…/s/
H
Campbell…..……
|
|||||
|
Mr
H
Campbell
|
|||||
|
Head
of Group
Secretariat
|
|||||
SIGNATURE
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
THE
ROYAL BANK OF SCOTLAND GROUP plc
(Registrant)
|
|||
|
|
By:
|
/s/ H. Campbell | |
| Name: Hew Campbell | |||
| Title: Deputy Secretary | |||
Date:
June
27, 2007