Securities issued by, and guarantees of securities granted by, RBS N.V.: Expected Part VII Scheme
7/21/2011 11:40 AM EST
The Royal Bank of Scotland N.V.
Company Announcement
Securities issued by, and guarantees of securities granted by, RBS N.V.:
Expected Part VII Scheme
21 July 2011
Securities issued by, and guarantees of securities granted by, RBS N.V.:
Expected Part VII Scheme
On 19 April 2011, the Boards of The Royal Bank of Scotland Group plc (RBSG),
The Royal Bank of Scotland plc (RBS plc), RBS Holdings N.V. and The Royal Bank
of Scotland N.V. (RBS N.V.) announced that they had approved the proposed
transfers of a substantial part of the business activities of RBS N.V. to RBS
plc (the “Proposed Transfers”), subject, amongst other matters, to regulatory
and other approvals, further tax and other analysis in respect of the assets
and liabilities to be transferred and employee consultation procedures:
http://www.investors.rbs.com/RBS_NV.
It was also announced that it was expected that the Proposed Transfers would be
implemented on a phased basis over a period ending 31 December 2013 and that a
large part of the Proposed Transfers including the transfers of certain
securities issued by RBS N.V. (formerly known as ABN AMRO Bank N.V.) was
expected to have taken place by the end of 2012. Where available and
practicable, statutory transfer schemes will be used to implement the Proposed
Transfers. It is expected that these will include a banking business transfer
scheme in respect of eligible business carried on in the UK by RBS N.V.
pursuant to Part VII of the UK Financial Services and Markets Act 2000, which
is subject, amongst other matters, to court and regulatory approvals (the “Part
VII Scheme”).
RBS plc and RBS N.V. announce that they have, subject to the Disclaimer set out
below, today published details of those securities issued by RBS N.V. which are
eligible for the Part VII Scheme, indicating whether or not RBS plc is expected
to become the issuer pursuant to the Part VII Scheme (subject to the relevant
securities not having been exercised, redeemed or repurchased and cancelled
prior to the implementation of the Part VII Scheme). For the securities in
respect of which RBS plc is not expected to become the issuer pursuant to the
Part VII Scheme, the expectation is that RBS N.V. will remain their issuer and
RBS plc will not become their issuer pursuant to the Proposed Transfers
generally. Details can be viewed at http://www.investors.rbs.com/RBS_NV.
Subject to the Disclaimer set out below, such information on the website is
up-to-date as at the date there indicated and investors should refer to the
website from time to time for updated information.
From or around the date of this announcement, RBS N.V. will include provisions
in the issue or offer documents (including term sheets) for any new issues of
securities which are eligible for the Part VII Scheme to indicate whether or
not RBS plc is expected to become the issuer of those securities as a result of
the Part VII Scheme (subject to the relevant securities not having been
exercised, redeemed or repurchased and cancelled prior to the implementation of
the Part VII Scheme). If the issue or offer documents (including term sheets)
for such securities do not indicate that RBS plc is expected to become the
issuer of those securities as a result of the Part VII Scheme, the expectation
is that RBS N.V. will remain the issuer of such securities and that RBS plc
will not become the issuer of such securities pursuant to the Proposed
Transfers generally.
The Part VII Scheme, if implemented, will be the first step in the process of
the Proposed Transfers. RBS N.V. will announce details of the further steps in
this process, including details of any other securities issued by RBS N.V.
which are not eligible for the Part VII Scheme but in respect of which RBS plc
may become the issuer, nearer to their implementation.
In respect of guarantees granted by RBS N.V. in relation to securities issued
by third parties (the “Guaranteed Securities”) where the guarantees are
eligible for the Part VII Scheme, RBS plc is not expected to become the
guarantor of such Guaranteed Securities pursuant to the Part VII Scheme.
There is no requirement for investors in RBS N.V. securities or Guaranteed
Securities to take any action now. Any action required in connection with the
Proposed Transfers will be communicated in a timely way with a view to ensuring
a smooth transition.
For Further Information Contact:
RBS Group Investor Relations RBS Group Media Relations
Emete Hassan, Head of Debt Investor Michael Strachan, Group Media
Relations Centre
+44 207 672 1758 +44 131 523 4414
Disclaimer
No person should place any reliance on the information referred to in this
announcement concerning securities or guarantees in respect of which RBS plc is
or is not expected to become the issuer or the guarantor or any other details
of the Part VII Scheme in connection with making an investment decision or for
any other purpose and should be aware that changes to the current proposals
(including, without limitation, to the identity of the securities in respect of
which RBS plc may become the issuer, the eventual manner in which RBS plc may
become the issuer of such securities, the timing pursuant to which RBS plc may
become the issuer of such securities or any other details of the Part VII
Scheme as set out above or to the plans for the guarantees of the Guaranteed
Securities) may be made if required, or if determined by RBS N.V. or RBS plc
(in their absolute discretion) to be desirable for commercial or other reasons.
Accordingly, nothing in this announcement should be taken as (or is) a
representation that RBS plc will or will not become the issuer or guarantor of
any of the RBS N.V. securities or guarantees, whether in the manner described
in this announcement, in accordance with the timing set out in this
announcement, or at all. Investors should refer to
http://www.investors.rbs.com/RBS_NV for information as to which securities RBS
plc is or is not expected to become the issuer of as a result of the Part VII
Scheme (such information being up-to-date as at the date there indicated). For
the avoidance of doubt, this announcement has been prepared and circulated
solely for information purposes and does not constitute an offer to any person.
If you are in any doubt as to whether there is any tax or other impact on you
as a result of the Proposed Transfers (including the Part VII Scheme), please
discuss such matters with your advisers.
Cautionary Statement
Certain statements found in this document may constitute “forward-looking
statements” as defined in the U.S. Private Securities Litigation Reform Act of
1995. Such “forward-looking statements” reflect management's current views with
respect to certain future events and financial performance and include any
statement that does not directly relate to any historical or current fact.
Words such as “anticipate,” “believe,” “expect,” “estimate,” “forecast,”
“intend,” “plan,” “project” and similar expressions which indicate future
events and trends may identify “forward-looking statements”. In particular,
this document includes forward-looking statements relating, but not limited, to
the Proposed Transfers (including the Part VII Scheme). Such statements are
based on current plans, estimates and projections and are subject to various
risks, uncertainties and other factors that could cause actual results to
differ materially from those projected or implied in the “forward-looking
statements”. Certain “forward-looking statements” are based upon current
assumptions of future events which may not prove to be accurate. Other factors
that could cause actual results to differ materially from those estimated by
the forward-looking statements contained in this document include, but are not
limited to: the ability to complete restructurings on a timely basis;
regulatory or legal changes (including those requiring any restructuring of the
operations of RBSG, RBS plc, RBS Holdings N.V. or RBS N.V.) in the United
Kingdom, the Netherlands, the United States and other countries in which these
entities operate; changes in UK and foreign laws, regulations, accounting
standards and taxes, including changes in regulatory capital regulations and
liquidity requirements; and the success of RBSG, RBS plc, RBS Holdings N.V. or
RBS N.V. in managing the risks involved in the foregoing.
Undue reliance should not be placed on “forward-looking statements” as such
statements speak only as of the date of this document. Neither RBSG, RBS plc,
RBS Holdings N.V. nor RBS N.V. undertake to update any forward-looking
statement contained herein to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
The information, statements and opinions contained in this document do not
constitute a public offer under any applicable legislation or an offer to sell
or solicitation of any offer to buy any securities or financial instruments or
any advice or recommendation with respect to such securities or other financial
instruments.