TIDMRBS
RNS Number : 2485N
Royal Bank of Scotland Group PLC
07 August 2017
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 GBP0.93 billion (equivalent) of the Preference Shares
are expected to be redeemed, reducing RBSG's retained earnings and
distributable items by approximately GBP0.93 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.
Legal Entity Identifier: 2138005O9XJIJN4JPN90
This information is provided by RNS
The company news service from the London Stock Exchange
END
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