SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
September 17, 2012
Commission File Number: 001-10306 and 001-34718
The Royal Bank of Scotland Group plc and
The Royal Bank of Scotland plc
Gogarburn
PO Box 1000
Edinburgh EH12 1HQ
Scotland
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
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
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
This report on Form 6-K shall be deemed incorporated by reference into the company’s Registration Statement on Form F-3 (File Nos. 333-162219 and 333-162219-01) and to be a part thereof from the date which it was filed, to the extent not superseded by documents or reports subsequently filed or furnished.
THE ROYAL BANK OF SCOTLAND GROUP plc and
THE ROYAL BANK OF SCOTLAND plc
TABLE OF CONTENTS
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U.S. Tender Offer Announcement – Final Results
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1
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
SEPTEMBER 17, 2012
THE ROYAL BANK OF SCOTLAND PLC CASH TENDER OFFER FOR CERTAIN U.S. DOLLAR SECURITIES: ANNOUNCEMENT OF FINAL RESULTS
On September 5, 2012, the Royal Bank of Scotland plc (the “Offeror”) invited holders of the securities listed below (the “Securities”) to tender any and all of their Securities for purchase by the Offeror for cash (the “Offers”) on the terms of, and subject to the conditions contained in, a tender offer memorandum dated September 5, 2012 (the “Tender Offer Memorandum”). Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.
Further to such invitation, the Offeror announced at 9.30 a.m. (New York City time) on September 14, 2012 (i) the Fixed Rate Purchase Price in respect of each Series of Fixed Rate Securities and (ii) the Accrued Interest in respect of each Series of Securities.
The Offers expired at 12:30 p.m. (New York City time) on September 14, 2012. The Offeror hereby informs Holders that the aggregate principal amount of each Series of Securities validly tendered and to be accepted for purchase is set out in the table below, and each Holder who validly tendered and had its securities accepted is entitled to receive on the Settlement Date, which is expected to be September 18, 2012, the applicable Purchase Price plus the applicable Accrued Interest.
Title of Floating Rate Note
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Principal Amount Outstanding
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Floating Rate Purchase Price*
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Aggregate Principal Amount Accepted for Purchase
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Floating Rate Notes due 2013
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US78010XAF87
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78010XAF8
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U.S.$750,000,000
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U.S.$1,015
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U.S.$261,552,305.00
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Principal Amount Outstanding
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Fixed Rate Purchase Price*
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Aggregate Principal Amount Accepted for Purchase
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3.40% Senior Notes due 2013
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US78010XAD30
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78010XAD3
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U.S.$1,500,000,000
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+95 basis points
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U.S.$1,020.33
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U.S.$435,624,791.85
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3.25% Senior Notes due 2014
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US78010XAJ00
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78010XAJ0
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U.S.$500,000,000
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+70 basis points
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U.S.$1,030.01
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U.S.$251,052,577.38
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4.875% Senior Notes due 2014
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US78010KCV98
(Reg S)
US78010JCV26
(Rule 144A)
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78010KCV9 (Reg S)
78010JCV2 (Rule 144A)
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U.S.$2,000,000,000
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+135 basis points
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U.S.$1,062.26
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U.S.$496,306,992.68
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4.875% Senior Notes due 2015
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US78010XAC56
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78010XAC5
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U.S.$2,000,000,000
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+135 basis points
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U.S.$1,077.63
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U.S.$863,405,777.04
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3.95% Senior Notes due 2015
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US78010XAG60
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78010XAG6
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U.S.$2,000,000,000
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+145 basis points
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U.S.$1,063.17
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U.S.$894,802,146.12
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4.375% Senior Notes due 2016
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US78009PCC32
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78009PCC3
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U.S.$1,500,000,000
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+200 basis points
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U.S.$1,055.98
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U.S.$53,380,844.98
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5.625% Senior Notes due 2020
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US78010XAE13
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78010XAE1
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U.S.$1,498,000,000
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+200 basis points
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U.S.$1,122.50
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U.S.$299,837,710.00
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6.125% Senior Notes due 2021
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US78010XAK72
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78010XAK7
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U.S.$1,500,000,000
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+180 basis points
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U.S.$1,178.40
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U.S.$724,284,705.60
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*
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Per U.S.$1,000 in principal amount. In addition to the Floating Rate Purchase Price or the Fixed Rate Purchase Price, as applicable, holders will receive accrued and unpaid interest (if any) on the relevant Securities from (and including) the immediately preceding interest payment date for such Securities to (but excluding) the Settlement Date.
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FURTHER INFORMATION
Global Bondholder Services Corporation has been appointed by the Offeror as Tender Agent (the “Tender Agent”) for the purposes of the Tender Offer.
RBS Securities Inc., an affiliate of the Offeror, has been appointed as Global Arranger and Lead Dealer Manager in connection with the Offers. Morgan Stanley & Co. LLC and SG Americas Securities, LLC (together with RBS Securities Inc.) have been appointed as Joint Dealer Managers and ABN AMRO Securities (USA) LLC, Banca IMI Securities and BBVA Securities Inc. have been appointed as Co-Dealer Managers for the purposes of the Offers.
Requests for information in relation to the Offers should be directed to:
GLOBAL ARRANGER AND LEAD DEALER MANAGER
RBS Securities Inc.
600 Washington Boulevard
Stamford, CT 06901
United States
Attention: Liability Management
+1 (203) 897-4825 (collect)
+1 (877) 297-9832 (toll-free)
JOINT DEALER MANAGERS
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Morgan Stanley & Co. LLC
1585 Broadway | Floor 04
New York, NY 10036
United States
Attention: Liability Management
Phone: +1 (212) 761 1057
US Toll Free: +1 (800) 624 1808
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SG Americas Securities, LLC
1221 Avenue of the Americas
New York, NY 10020
United States
Attention: High Grade Syndicate Desk
Collect: +1 (212) 278 6964
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TENDER AGENT
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GLOBAL BONDHOLDER SERVICES CORPORATION
65 Broadway – Suite 404
New York, New York 10006
United States
Banks and Brokers, Call Collect: +1 (212) 430-3774
All Others Call Toll Free: +1 (866) 924-2200
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NOTICE
Subject to applicable law, the Offeror or any of its affiliates may at any time and from time to time following completion of the Offers purchase remaining outstanding Securities by tender, in the open market, by private agreement or otherwise on such terms and at such prices as the Offeror, or if applicable, its affiliates may determine. Such terms, consideration and prices may be more or less favourable than those offered pursuant to the Offers.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 17, 2012
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THE ROYAL BANK OF SCOTLAND GROUP plc
(Registrant)
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By:
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/s/ Caroline V. Storrie |
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Name: Caroline V. Storrie
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Title: Assistant Secretary
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THE ROYAL BANK OF SCOTLAND plc
(Registrant)
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By:
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/s/ Caroline V. Storrie |
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Name: Caroline V. Storrie
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Title: Assistant Secretary
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