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Royal Bk.of Scot. 07IE RBS Launches Cash Tender Offer

  Royal Bk.of Scot. (07IE) - RBS Launches Cash Tender Offer

RNS Number : 5654L
Royal Bank of Scotland PLC
05 September 2012


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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

SEPTEMBER 5, 2012

  THE ROYAL BANK OF SCOTLAND PLC LAUNCHES CASH TENDER OFFER ON CERTAIN U.S.
                              DOLLAR SECURITIES

The Royal Bank of Scotland plc (the "Offeror") has today 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.

Holders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for participating in, the
Offers.

Title of
Floating
  Rate                            Principal Amount    Floating Rate Purchase
  Note       ISIN        CUSIP      Outstanding               Price
Floating US78010XAF87  78010XAF8  U.S.$750,000,000  U.S.$1,015 per U.S.$1,000
Rate                                                     principal amount
Notes
due 2013
                                                    Reference
Title of                                              U.S.    Bloomberg
  Fixed                           Principal Amount  Treasury  Reference Fixed
Rate Note     ISIN       CUSIP      Outstanding     Security    Page    Spread
3.40%     US78010XAD30 78010XAD3 U.S.$1,500,000,000 0.25% due   FIT1    +95
Senior                                              August              basis
Notes due                                           2014                points
2013
3.25%     US78010XAJ00 78010XAJ0   U.S.$500,000,000 0.25% due   FIT1    +70
Senior                                              August              basis
Notes due                                           2014                points
2014
4.875%    US78010KCV98 78010KCV9 U.S.$2,000,000,000 0.25% due   FIT1    +135
Senior      (Reg S)     (Reg S)                     August              basis
Notes due US78010JCV26 78010JCV2                    2014                points
2014      (Rule 144A)   (Rule
                         144A)
4.875%    US78010XAC56 78010XAC5 U.S.$2,000,000,000 0.25% due   FIT1    +135
Senior                                              August              basis
Notes due                                           2015                points
2015
3.95%     US78010XAG60 78010XAG6 U.S.$2,000,000,000 0.25% due   FIT1    +145
Senior                                               August             basis
Notes due                                             2015              points
2015
4.375%    US78009PCC32 78009PCC3 U.S.$1,500,000,000  0.625%     FIT1    +200
Senior                                                 due              basis
Notes due                                            August             points
2016                                                  2017
5.625%    US78010XAE13 78010XAE1 U.S.$1,498,000,000  1.625%     FIT1    +200
Senior                                                 due              basis
Notes due                                            August             points
2020                                                  2022
6.125%    US78010XAK72 78010XAK7 U.S.$1,500,000,000  1.625%     FIT1    +180
Senior                                                 due              basis
Notes due                                            August             points
2021                                                  2022



Rationale for the Offers

Through tender offers for certain U.S. dollar, Euro and Sterling denominated
senior unsecured securities, the Offeror intends to manage its wholesale
funding level and future interest expense with reference to the overall
reduction in its balance sheet, while maintaining a prudent approach to
liquidity.

The Offeror has today also invited holders of certain Euro and Sterling
denominated debt securities who are outside the United States to tender those
securities for purchase (the "European Offer"). The European Offer is being
made in certain countries outside the United States only.

Purchase Price for Floating Rate Notes

The Purchase Price for Floating Rate Notes accepted for purchase will be
U.S.$1,015 per U.S.$1,000 principal amount of the Floating Rate Notes (the
"Floating Rate Purchase Price") validly tendered and accepted for purchase.

The total consideration payable to each Holder in respect of Floating Rate
Notes validly submitted for tender and accepted for purchase by the Offeror
will be an amount in cash equal to (i) the Floating Rate Purchase Price
multiplied by each U.S.$1,000 in aggregate principal amount of such Floating
Rate Notes tendered and delivered by such Holder and accepted by the Offeror
for purchase (rounded to the nearest U.S.$0.01, with U.S.$0.005 being rounded
upwards) plus (ii) any Accrued Interest payable in respect of such Floating
Rate Notes.

Purchase Price for the Fixed Rate Notes

The Purchase Price for each series of Fixed Rate Notes (the "Fixed Rate
Purchase Price") accepted for purchase by the Offeror will be calculated so as
to result in a price as of the Settlement Date that equates to a yield to the
maturity date for the applicable series of Fixed Rate Notes equal to the sum
of:

· the yield to maturity (the "Reference Yield") corresponding to the
bid-side price of the applicable Reference Treasury Security set forth for the
series of Fixed Rate Notes on the front cover of the Tender Offer Memorandum
at 9:30 a.m., New York City time, on September 14, 2012, plus

· the applicable Fixed Spread set forth for the series of Fixed Rate
Notes on the front cover of the Tender Offer Memorandum.

This sum with respect to each series of Fixed Rate Notes is referred to in the
Tender Offer Memorandum as the "Repurchase Yield" for such series.
Specifically, the Fixed Rate Purchase Price per U.S.$1,000 principal amount of
each Series of the Fixed Rate Notes will equal:

· the present value per U.S.$1,000 principal amount of all remaining
payments of principal and interest on such Fixed Rate Notes to be made to (and
including) the maturity date of such Fixed Rate Notes, discounted to the
Settlement Date in accordance with the formula set forth in the Tender Offer
Memorandum, at a discount rate equal to the applicable Repurchase Yield, minus

· Accrued Interest on the series of Fixed Rate Notes per U.S.$1,000
principal amount of such Notes.

The Dealer Managers will calculate the Repurchase Yield and Fixed Rate
Purchase Price applicable to each series of the Fixed Rate Notes, and their
calculation will be final and binding, absent manifest error.

The total consideration payable to each Holder in respect of Fixed Rate Notes
validly tendered and accepted for purchase by the Offeror will be an amount in
cash equal to (i) the relevant Fixed Rate Purchase Price multiplied by each
U.S.$1,000 in aggregate principal amount of such Fixed Rate Notes tendered and
delivered by such Holder and accepted by the Offeror for purchase (rounded to
the nearest U.S.$0.01, with U.S.$0.005 being rounded upwards) plus (ii) any
Accrued Interest payable in respect of such Fixed Rate Notes.

Offers Period and Results

The Offers commenced today, September 5, 2012, and will end at 12:30 p.m. (New
York City time) on September 14, 2012 (the "Expiration Deadline"), unless
extended, re-opened, and/or terminated as provided in the Tender Offer
Memorandum.

The relevant deadline set by any intermediary or DTC for the submission of
Tender Instructions may be earlier than this deadline.

The results of the Offers are expected to be announced on September 17, 2012.
The acceptance of Securities for purchase is conditional on the satisfaction
of the conditions of the Offers as provided in the Tender Offer Memorandum.
Settlement of the relevant Purchase Price and, where applicable, Accrued
Interest is expected to take place on September 18, 2012.

In order to receive the Purchase Price and Accrued Interest, holders of
Securities must validly tender their Securities by the Expiration Deadline, by
delivering, or arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by the Expiration Deadline.
Any submission amount must be equal to or greater than the relevant Security's
Minimum Denomination. See the Tender Offer Memorandum for further details on
submitting a Tender Instruction.

The submission of a valid Tender Instruction will be irrevocable except in the
limited circumstances described in the Tender Offer Memorandum.

Announcements in connection with the Offers will be made by the issue of a
press release through RNS, the relevant Reuters Insider Screen, Notifying News
Service and by the delivery of notices to DTC for communication to Direct
Participants. Copies of all announcements, notices and press releases can also
be obtained from the Tender Agent, the contact details for which are set out
below.

INDICATIVE TIMETABLE

The following table sets out the expected dates and times of the key events
relating to the Offers. This is an indicative timetable and is subject to
change.

          Date and Time                              Action
September 5, 2012................. Commencement of the Offers

                                   Offers announced through the RNS, the
                                   relevant Reuters International Insider
                                   Screen, DTC and by publication on Notifying
                                   News Service.

                                   Tender Offer Memorandum available from the
                                   Tender Agent.
September 14, 2012, 9:30 a.m. (New Price Determination Time
York City time)
                                   The Dealer Managers will calculate the
                                   Fixed Rate Purchase Price in respect of
                                   each series of Fixed Rate Notes in the
                                   manner described in this Tender Offer
                                   Memorandum at the Price Determination Time.
                                   The Offeror will announce the Fixed Rate
                                   Purchase Price in respect of each series of
                                   Fixed Rate Notes as soon as reasonably
                                   practicable following the Price
                                   Determination Time.
September 14, 2012, 12:30 p.m.     Expiration Deadline
(New York City time)
                                   Deadline for receipt by the Tender Agent of
                                   all Tender Instructions in order for
                                   Holders to be able to participate in the
                                   Offers and to be eligible to receive the
                                   relevant Purchase Price and Accrued
                                   Interest on the Settlement Date.
September 17, 2012...............  Announcement of Results of the Offers

                                   The Offeror expects to announce the final
                                   aggregate principal amount of each series
                                   of Securities accepted for purchase.
September 18, 2012...............  Settlement Date

                                   Expected Settlement Date for Securities
                                   validly tendered and accepted by the
                                   Offeror. Payment of the relevant Purchase
                                   Price and any Accrued Interest in respect
                                   of any such Securities.



The above dates and times are subject, where applicable, to the right of the
Offeror to extend, re-open, amend, and/or terminate the Offers, subject to
applicable laws. Holders of Securities are advised to check with any bank,
securities broker or other intermediary through which they hold Securities
when such intermediary would require to receive instructions to participate
in, or (in the limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the Offers before the deadlines set out
above.

Holders of Securities are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures for
participating in the Offers.

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

 Morgan Stanley & Co. LLC              SG Americas Securities, LLC
 1585 Broadway | Floor 04
    New York, NY 10036      1221 Avenue of the
                           Americas
      United States
                           New York, NY 10020
   Attention: Liability
        Management          United States

 Phone: +1 (212) 761 1057   Attention: High Grade
US Toll Free: +1 (800) 624 Syndicate Desk
           1808
                                       Collect: +1 (212) 278 6964

                           

Requests for information in relation to the procedures for tendering
Securities in, and for any documents or materials relating to, the Tender
Offer should be directed to:
                                 TENDER AGENT

                                      
                    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

                                      

Any profits made by the Offeror on the Offers will be subject to UK tax in
accordance with normal rules.



DISCLAIMER



This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which must be read carefully before any decision is made
with respect to the Offers. If any holder of Securities is in any doubt as to
the action it should take, it is recommended to seek its own legal, accounting
and financial advice, including as to any tax consequences, immediately from
its stockbroker, bank manager, attorney, accountant or other independent
financial adviser. Any individual or company whose Securities are held on its
behalf by a broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate in the
Offers. None of the Offeror, the Dealer Managers, the Tender Agent and any
person who controls, or is a director, officer, employee or agent of such
persons, or any affiliate of such persons, makes any recommendation as to
whether holders of Securities should participate in the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum does not constitute an offer
or an invitation to participate in the Offers in any jurisdiction in which, or
to any person to or from whom, it is unlawful to make such offer or invitation
or for there to be such participation under applicable laws. The distribution
of this announcement and the Tender Offer Memorandum in certain jurisdictions
may be restricted by law. Persons into whose possession this announcement or
the Tender Offer Memorandum comes are required by each of the Offeror, the
Dealer Managers and the Tender Agent to inform themselves about and to observe
any such restrictions.

United Kingdom

The communication of this announcement, the communication of this Tender Offer
Memorandum and any other documents or materials relating to the Offers has not
been approved by an authorized person for the purposes of section 21 of the
Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such
documents and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. The communication of
such documents and/or materials is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that it is only directed
at and may be communicated to (1) those persons who are existing members or
creditors of the Offeror or other persons within Article 43 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any
other persons to whom these documents and/or materials may lawfully be
communicated.

France

The Offers are not being made, directly or indirectly, to the public in
France. Neither this announcement, the Tender Offer Memorandum, nor any other
documents or offering materials relating to the Offers, has been or shall be
distributed to the public in France and only (i) providers of investment
services relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors (investisseurs
qualifiés), other than individuals, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire
et financier, are eligible to participate in the Offers. This Tender Offer
Memorandum has not been submitted to the clearance procedures (visa) of the
Autorité des marchés financiers.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Offers has been or will be
submitted to the clearance procedure of the Commissione Nazionale per le
Società e la Borsa ("CONSOB"), pursuant to applicable Italian laws and
regulations.

The Offers are being carried out in the Republic of Italy ("Italy") as
exempted offers pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial
Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971
of May 14, 1999, as amended (the "CONSOB Regulation"). The Offers are also
being carried out in compliance with article 35-bis, paragraph 7 of the CONSOB
Regulation.

Holders or beneficial owners of the Securities located in Italy can tender
Securities for purchase in the Offers through authorized persons (such as
investment firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of October 29, 2007, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance
with applicable laws and regulations or with requirements imposed by CONSOB or
any other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Securities or the Offers.

Switzerland

Neither this announcement, the Tender Offer Memorandum, nor any other offering
or marketing material relating to the Securities constitutes a prospectus as
such term is understood pursuant to article 652a or article 1156 of the Swiss
Federal Code of Obligations or a listing prospectus within the meaning of the
listing rules of the SIX Swiss Exchange. Accordingly, the investor protection
rules otherwise applicable to investors in Switzerland do not apply to the
Offers. When in doubt, investors based in Switzerland are recommended to
contact their legal, financial or tax adviser with respect to the Offers.

General

The Offers do not constitute an offer to buy or the solicitation of an offer
to sell Securities in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities or other laws require
the Offers to be made by a licensed broker or dealer and either of the Dealer
Managers or, where the context so requires, any of their respective affiliates
is such a licensed broker or dealer in that jurisdiction, the Offers shall be
deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate
(as the case may be) in such jurisdiction.

Each Holder participating in an Offer will be deemed to give certain
representations in respect of the jurisdictions referred to above and
generally as set out in "Procedures for Participating in the Offers" in the
Tender Offer Memorandum. Any tender of Securities for purchase pursuant to an
Offer from a Holder that is unable to make these representations may be
rejected. Each of the Offeror, the Dealer Managers and the Tender Agent
reserves the right, in their absolute discretion, to investigate, in relation
to any tender of Securities for purchase pursuant to an Offer, whether any
such representation given by a Holder is correct and, if such investigation is
undertaken and as a result the Offeror determines (for any reason) that such
representation is not correct, such tender may be rejected.

                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


MSCDMGGLZKZGZZM -0- Sep/05/2012 12:44 GMT