Filed
pursuant to Rule 433
Registration
Statement No. 333-123972
 |
|
FINAL
TERMSHEET
|
|
|
Issuer:
|
The
Royal Bank
of Scotland Group plc
|
|
Transaction
Size:
|
US$950,000,000
(38 million Shares)
|
|
Securities
Issued:
|
Category
II
Non-cumulative Dollar Preference Shares, Series S, to be delivered
in the
form of American Depositary Shares, with one American Depositary
Share
representing one Non-cumulative Dollar Preference Share
|
|
Expected
Issue
Ratings:
|
Aa3
(Moody’s)
/ A (Standard & Poor’s) / AA (Fitch)
|
|
Maturity:
|
Perpetual
|
|
Pricing
Date:
|
June
22,
2007
|
|
Settlement
Date:
|
June
28,
2007
|
|
Dividends:
|
Non-cumulative
dividends will be payable at a rate of US$1.65 annually per Series
S
Preference Share, dividends payable for the initial long dividend
period
will be US$0.4217 per Series S Preference Share. Dividends will
accrue from the date of original issuance and will be payable when,
as and
if declared by the board of directors of the Group.
|
|
First
Call
Date:
|
June
30,
2012
|
|
Call
Features:
|
The
Series S
Preference Shares are callable, at the option of the Company, in
whole or
in part from time to time, on any business day that falls on or after
June
30, 2012 upon not less than 30 nor more than 60 days’ notice prior to the
date fixed for redemption thereof, at the redemption price of US$25
per
Series S Preference Share plus accrued and unpaid dividends otherwise
payable for the then-current quarterly dividend period accrued to
the date
fixed for redemption. Redemption of the Series S Preference
Shares may be subject to the prior consent of the FSA.
|
|
Dividend
Payment Dates:
|
Payable
quarterly in arrears on March 31, June 30, September 30 and December
31
|
|
First
Dividend
Payment Date:
|
September
30,
2007
|
|
Re-offer
Issue
Price:
|
100%
or
US$25.00 per Series S Preference Share
|
|
Fees:
|
US$0.7875
per
Series S Preference Share (US$0.50 for sales to certain
institutions)
|
|
All-in
Price:
|
US$24.2125
per
Series S Preference Share (US$24.50 for sales to certain
institutions)
|
|
Concession
and
Reallowance
|
US$0.50/US$0.45
|
|
Total
Proceeds
(To be Wired):
|
US$920,075,000
|
|
Liquidation
Preference:
|
US$25.00
|
|
Physical
Bookrunner:
|
Merrill
Lynch,
Pierce, Fenner & Smith Incorporated
|
|
Joint
Bookrunner:
|
Greenwich
Capital Markets, Inc. and Wachovia Capital Markets,
LLC
|
1
|
|
|
Co-Managers:
|
Morgan
Stanley
& Co. Incorporated
UBS
Securities
LLC
|
|
Junior-Managers:
|
Banc
of
America Securities LLC
Lehman
Brothers Inc.
RBC
Dain
Rauscher Inc.
|
|
Listing:
|
NYSE
(expected)
|
|
Distribution:
|
SEC
registered
|
|
Settlement:
|
DTC
and its
participants, including Euroclear and Clearstream
|
|
CUSIP
|
780097
739
|
|
ISIN
|
US7800977396
|
This
communication
is intended for the sole use of the person to whom it is provided by
us.
The
issuer has filed a registration statement (including a prospectus) with the
SEC
for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete information about
the issuer and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the
issuer, any underwriter or any dealer participating in the offering will arrange
to send you the prospectus if you request it by calling Merrill Lynch toll-free:
866-500-5408 or Wachovia toll-free: 1-866-289-1262.
2