1st Jul 2013 10:27
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
JULY 1, 2013
The Royal Bank of Scotland N.V. CASH TENDER OFFERS FOR CERTAINAUSTRALIAN DOLLAR, DEUTSCHE MARK, EURO AND U.S. DOLLAR SECURITIES:
Announcement of FINAL results
The Royal Bank of Scotland N.V. (the "Offeror") today announced the final results of the previously announced cash tender offers (the "Offers") for certain securities set out in the table below (the "Securities"). The Offers were made on the terms and subject to the conditions set forth in a tender offer memorandum dated June 3, 2013 (the "Tender Offer Memorandum"). On June 17, 2013 the Offeror increased the Maximum Offer Amount in accordance with the terms of the Tender Offer Memorandum to U.S.$2,489,237,188. Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.
The Offers expired at 11:59 p.m. (New York City time) on June 28, 2013. The aggregate principal amount of each series of Securities validly tendered and accepted for purchase is set out below:
Title of Security | ISIN | Principal Amount Outstanding | Principal Amount Tendered | Principal Amount Accepted for Purchase (Nominal) | Principal Amount Accepted for Purchase (U.S.$ Equivalent)(1) | AcceptancePriority Level |
€100,000,000 Callable Fixed to Floating Rate Subordinated Eurobonds due 2017 | XS0159771327 | €100,000,000 | €100,000,000 | €100,000,000 | U.S.$133,420,000 | 1 |
U.S.$1,500,000,000 Subordinated Floating Rate Notes 2005 due 2015 | XS0213858243 | U.S.$1,500,000,000 | U.S.$936,142,000 | U.S.$936,142,000 | U.S.$936,142,000 | 2 |
€1,500,000,000 Subordinated Floating Rate Notes 2005 due 2015 | XS0221082125 | €1,500,000,000 | €1,085,167,000 | €1,085,167,000 | U.S.$1,447,829,811 | 3 |
€5,000,000 Floating Rate Callable Notes due 2015 | XS0233906808 | €5,000,000 | €5,000,000 | €0 | U.S.$0 | 4 |
A$575,000,000 Subordinated 6.50% Notes converting to Floating Rate Notes due 2018 | AU0000ABOHG2 | A$575,000,000 | A$397,191,000 | A$0 | U.S.$0 | 5 |
A$175,000,000 Subordinated Floating Rate Notes due 2018 | AU0000ABOHH0 | A$175,000,000 | A$162,967,000 | A$0 | U.S.$0 | 6 |
€15,000,000 Fixed to CMS Linked Notes due 2020 | XS0214553348 | €15,000,000 | €500,000 | €0 | U.S.$0 | 7 |
€250,000,000 Fixed/Floating Rate Interest Subordinated Notes due 2019 | NL0000122505 | €250,000,000 | €112,201,000 | €0 | U.S.$0 | 8 |
DEM 50,000,000 ABN AMRO Subordinated Notes due 2016 | XS0067935253 | DEM 50,000,000 | DEM 14,400,000 | DEM 0 | U.S.$0 | 9 |
DEM 14,000,000 ABN AMRO Subordinated Notes due 2016 | XS0067976364 | DEM 14,000,000 | DEM 14,000,000 | DEM 0 | U.S.$0 | 10 |
U.S.$500,000,000 4.65% Subordinated Notes due 2018(2) | USN02627AR30/ US00080QAA31/ US00080QAB14 | U.S.$500,000,000 | U.S.$202,394,000 | U.S.$0 | U.S.$0 | 11 |
(1) Calculated, to the extent necessary, using the AUD FX Rate, the EUR FX Rate and/or the DEM FX Rate.
(2) CUSIP: 00080QAA3 / N02627AR3 / 00080QAB1.
The Offeror has accepted for purchase all validly tendered Securities with Acceptance Priority Levels 1 to 3 and none of the tendered Securities with Acceptance Priority Levels 4 to 11.
The Offeror has exercised its right to purchase up to an additional 2% of the Securities with Acceptance Priority Level 3 without extending the Offers in accordance with applicable federal securities laws. The aggregate principal amount of all Securities accepted for purchase pursuant to the Offers is U.S.$2,517,391,811.
The Offeror expects to make payment for all Securities accepted for purchase pursuant to the Offers on the Settlement Date.
Securities that have not been accepted for purchase by the Offeror will remain outstanding following the Offers.
FURTHER INFORMATION
The Offeror has retained Lucid Issuer Services Limited to act as Lead Tender Agent, Global Bondholder Services Corporation to act as U.S. Tender Agent and BTA Institutional Services Australia Limited to act as Australian Tender Agent in connection with the Offers.
The Offeror has retained RBS Securities Inc. and The Royal Bank of Scotland plc, each an affiliate of the Offeror, to act as Global Arranger and Lead Dealer Manager, and Deutsche Bank AG, London Branch, Deutsche Bank Securities Inc., Deutsche Bank AG, Sydney Branch, ING Bank N.V. and UniCredit Bank AG to act as Dealer Managers.
Requests for information in relation to the Offers should be directed to:
GLOBAL ARRANGER AND LEAD DEALER MANAGER
In the United States: RBS Securities Inc.600 Washington BoulevardStamford, CT 06901United States | Outside the United States: The Royal Bank of Scotland plc135 BishopsgateLondon EC2M 3URUnited Kingdom |
DEALER MANAGERS
In the United States:RBS Securities Inc.600 Washington BoulevardStamford, CT 06901United States Attention: Liability Management+1 (203) 897-4825 (collect)+1 (877) 297-9832 (toll-free) Outside the United States:The Royal Bank of Scotland plc135 BishopsgateLondon EC2M 3URUnited Kingdom Attention: Liability Management GroupEmail: [email protected]Tel: +44 20 7085 8056 | In the United States:Deutsche Bank Securities Inc.60 Wall StreetNew York, NY 10005United StatesCollect: +1 212 250 7527Toll-Free: +1 855 287 1922Attention: Liability Management GroupEmail: [email protected] Outside the United States:Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DBUnited KingdomTel: +44 20 7545 8011Attention: Liability Management GroupEmail: [email protected] Deutsche Bank AG, Sydney Branch126 Phillip StreetSydney, New South Wales 2000AustraliaTel: +61 2 8258 2419/1339Attention: Rod Everitt / Craig JohnstonEmail: [email protected] / [email protected] |
ING Bank N.V. Foppingadreef 7 1102 BD Amsterdam The Netherlands
Attention: Kris Devos / Kenneth Lösken / Regis Lanove E-mail: [email protected] Telephone: +32 2 557 1601/1605/1606 | UniCredit Bank AG Arabellastrasse 12 81925 Munich Germany
Attn.: Matthias Fuchsschwanz E-mail: [email protected] Telephone: +49 89 378 11323 |
Requests for copies of the Tender Offer Memorandum and information in relation to the procedures for tendering Securities in, and for any documents or materials relating to, the Offers should be directed to: | |||
TENDER AGENTS | |||
Lead Tender Agent Lucid Issuer Services LimitedLeroy House436 Essex RoadLondon N1 3QPUnited Kingdom Attention: David Shilson / Paul Kamminga / Sunjeeve PatelEmail: [email protected]Tel: +44 (0) 20 7704 0880 | |||
Australian Tender Agent BTA Institutional Services Australia LimitedLevel 235 Clarence StreetSydney NSW 2000AustraliaTel:+61 2 9551 5036Fax: +61 2 9551 5009 Attention: Mark CochraneEmail: [email protected] | U.S. Tender Agent Global Bondholder Services Corporation65 Broadway - Suite 404New York, New York 10006United StatesBanks and Brokers, Call Collect:+1 (212) 430-3774All Others Call Toll Free:+1 (866) 924-2200 | ||
NOTICE
This announcement must be read in conjunction with the Tender Offer Memorandum.
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 favorable than those offered pursuant to the Offers.
Related Shares:
RBS.L