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The Boards of RBS Group, RBS plc, RBS Holdings N.V. and RBS NV (collectively,
the RBS Entities) approved the proposed transfers of a substantial part of the
business activities of RBS NV to RBS plc, 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. It is expected that the proposed transfers will be implemented on a
phased basis over a period ending December 31, 2013. For further information,
see the press release entitled "Proposed transfers of a substantial part of the
business activities of RBS NV to RBS plc" []led on Form 6-K by RBS Group on
April 19, 2011.
CERTAIN RISK CONSIDERATIONS: An investment in RBS products involves risks,
including market risk, liquidity risk, and a possible loss of some or all of
your investment. Some RBS products do not pay coupons. Any payment on RBS
products will be subject to the ability of the relevant RBS issuer and
guarantor, if any, to pay their respective obligations when they become due.
You should carefully consider whether the RBS products are suited to your
particular circumstances before you buy them. We urge you to consult with your
investment, legal, accounting, tax and other advisors with respect to any
investment in RBS products. You should carefully read the relevant prospectus
for the RBS product, including the "Risk Factors" section in the prospectus,
before investing.
IMPORTANT NOTICE: The RBS Entities have filed a registration statement
(including a prospectus) with the Securities and Exchange Commission (SEC) for
offerings to which this communication may relate. Before you invest, you should
read the relevant prospectus in such registration statement and other documents
that have been filed with the SEC for more complete information about the
relevant RBS Entities and offerings. You may get these documents without cost
by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, RBS plc,
RBS NV, RBS Group, any underwriter or any dealer participating in the relevant
offering will arrange to send you the relevant prospectus and pricing
supplements if you request by calling toll free (866) 747-4332.
For broker-dealer and registered investment adviser use only. Not for
distribution to retail investors.
RBS Investor Products
page 2 of 2
ISSUER LONG-TERM SENIOR, UNSECURED
CREDIT RATINGS
AS OF NOVEMBER 14, 2011
-------------------------- --------------------------- ------------
S and P Moody's Fitch
---------------------- --- --------------------------- ------------
RBS plc* A+ A2 A
---------------------- --- --------------------------- ------------
RBS NV* A+ A2 A
---------------------- --- --------------------------- ------------
RBS Group** A A3 A
---------------------- --- --------------------------- ------------
* Issuers of RBS products and subsidiaries of RBS Group.
** Issuer of RBS products and guarantor of RBS products issued
by RBS plc and RBS NV.
A credit rating is not a recommendation to buy, sell or hold
securities. Credit ratings may be subject to revision or withdrawal
at any time by the assigning rating organization, and each rating
should be evaluated independently of any other rating.
RBS GROUP SELECTED KEY FINANCIALS
RISK ASSET RATIO
---------------- ----- -------------- -----
At December 31
---------------- ----- -------------- -----
2010 2009 2008
---------------- ----- -------------- -----
Core Tier 1 10.7% 11.0% 6.6%
---------------- ----- -------------- -----
Tier 1 12.9% 14.1% 10.0%
---------------- ----- -------------- -----
At September 30
---------------- -------------------- -----
2011 2010
---------------- ----- -------------- -----
Core Tier 1 11.3% 10.2%
---------------- ----- -------------- -----
Tier 1 13.8% 12.4%
---------------- ----- -------------- -----
RBS HOLDINGS N.V. SELECTED KEY
FINANCIALS
RISK ASSET RATIO*
------------------ -------------- -----
At December 31
------------ ----- -------------- -----
2010 2009 2008
------------ ----- -------------- -----
Core Tier 1 8.7% 16.9% 10.1%
------------ ----- -------------- -----
Tier 1 11.0% 19.9% 10.9%
------------ ----- -------------- -----
At June 30
------------ -------------------- -----
2011 2010
------------ ----- -------------- -----
Core Tier 1 7.4% 6.1%
------------ ----- -------------- -----
Tier 1 9.6% 7.9%
------------ ----- -------------- -----
About Issuer Credit Ratings
An issuer credit rating reflects the assigning rating agency's opinion of the
issuer's creditworthiness (i.e., the issuer's ability to pay on its obligations
when they become due). It is not the rating of any RBS product issued by RBS
Group, RBS plc or RBS NV.
An issuer credit rating has no bearing on how much you may be entitled to be
paid on an RBS product or what your return on investment may be. Your return on
investment will depend on the terms of the particular RBS product that you buy
and how that product performs.
An issuer credit rating does not enhance the performance or potential return on
any RBS product. If a product or its underlying asset underperforms, your
investment may result in a loss, which may be signi[]cant, regardless of RBS'
issuer credit ratings.
About RBS Group
RBS Group is the issuer of certain RBS products, and the guarantor of the
obligations of RBS plc, as the issuer, under certain RBS products. The
prospectus will specify if the RBS Group guarantee applies to your RBS
products.
For additional information on key []nancials and []nancial statements of RBS
Group see
RBS Group 2010 Annual Report (Form 20-F) and RBS Group Q3 2011 interim results
(Form[]6-K).
About RBS Holdings N.V.
RBS Holdings N.V., a subsidiary of RBS Group, is the guarantor of the
obligations of RBS NV, as the issuer, under certain RBS products. The
prospectus will specify if the
RBS Holdings N.V. guarantee applies to your RBS products.
For additional information on key financials and financial statements of RBS
Holdings N.V., see RBS Holdings N.V. 2010 Annual Report (Form 20-F), as amended
by Amendment No.1 (Form 20-F/A) and RBS Holdings N.V. interim results for the
half year ended June 30, 2011 (Form 6-K).
* The ratios published for 2009 and 2008 were calculated on a Basel I basis and
reflect the inclusion of the Dutch State and Banco Santander S.A. acquired
businesses existing in the period prior to the legal separation of ABN Amro
Bank N.V. on April 1, 2010. With effect from June 30, 2010, RBS Holdings N.V.
and its consolidated subsidaries migrated to Basel II status; the ratios for
2010 and 2011 are presented on a Basel II basis. See RBS Holdings N.V. 2010
Annual Report (Form 20-F) and RBS Holdings N.V. interim results for the half
year ended June 30, 2011 (Form 6-K).
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