SOURCE: Royal Bank of Scotland Group PLC

July 22, 2011 06:16 ET

RBS - Announcement of Court preliminary hearing

EDINBURGH, UNITED KINGDOM--(Marketwire - Jul 22, 2011) -


22 July 2011


Details of Part VII Scheme - Securities issued by, and guarantees
granted by, RBS N.V.

The Royal Bank of Scotland plc (RBS plc) and The Royal Bank of Scotland
N.V. (RBS N.V.) (formerly known as ABN AMRO Bank N.V.) announce that
they presented a petition (the "Petition") to the Court of Session in
Scotland (the "Court") on 21 July 2011 for an order under Part VII of
the UK Financial Services and Markets Act 2000 to sanction a banking
business transfer scheme in respect of eligible business carried on in
the UK by RBS N.V. (the "Part VII Scheme").

The Part VII Scheme, if implemented, will be the first step in the
process of the proposed transfers of a substantial part of the business
activities of RBS N.V. to RBS plc (the "Proposed Transfers") announced
on 19 April 2011:  http://www.investors.rbs.com/RBS_NV .

Implementation of the Part VII Scheme is subject, amongst other
matters, to Court and regulatory approvals. A preliminary hearing was
held at the Court on 22 July 2011 and a hearing for the sanction of the
Part VII Scheme is expected to be held on 23 September 2011. Subject to
regulatory approval and provided the Court makes an order sanctioning
the Part VII Scheme, it is expected that the Part VII Scheme will
become effective on 17 October 2011 or such other date as RBS plc and
RBS N.V. may agree in writing.

On 21 July 2011, RBS plc and RBS N.V. announced, subject to the
disclaimer set out in that announcement, the publication of 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): 
 http://www.investors.rbs.com/RBS_NV . 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.

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.

Any person who considers that they would be adversely affected by the
carrying out of the Part VII Scheme may lodge written Answers (formal
written objections) with the Court at Parliament House, Parliament
Square, Edinburgh EH1 1RQ, United Kingdom, within 42 days of the
publication of the last of the notices being published by RBS plc and
RBS N.V. in relation to the Part VII Scheme, which is expected to be on
or around 29 July 2011. In accordance with its present practice, the
Court is also likely to consider any other objections to the Part VII
Scheme which are made to it in writing or in person at the hearing to
sanction the Part VII Scheme.

The Scheme Document

It is expected that, as part of the Part VII Scheme, amendments will be
made to the terms of securities in respect of which RBS plc is expected
to become the issuer as a result of the Part VII Scheme and to
agreements RBS N.V. has entered into related to such securities in
order to give effect to the Part VII Scheme and, amongst other matters,
to mitigate certain potential adverse effects on holders of securities
of RBS N.V..

Unless the context requires otherwise, capitalised terms used below are
defined in the terms of the Part VII Scheme (the "Scheme Document"), a
copy of which is available free of charge at  http://www.investors.rbs.
com/RBS_NVor  on request by e-mailing:  GBMRBSNVqueries@rbs.com  or writing
to: Novations Team, The Royal Bank of Scotland, Global Banking & Markets,
European Operations Centre, Brampton Road, Newcastle-under-Lyme,
Staffordshire, ST5 0QX, United Kingdom. Copies of the Petition and a 
summary of some of the principal terms of the Part VII Scheme are also
available by the same means.

Where it is expected that RBS plc will become the issuer, the following
principal amendments to the Capital Markets Securities issued by RBS
N.V. are proposed to be made pursuant to the Part VII Scheme:

- References to RBS N.V. or ABN AMRO Bank N.V.: Where the terms and
conditions of a Capital Markets Security (or a related agreement) refer
to RBS N.V. or to ABN AMRO Bank N.V., those references shall be
construed as a reference to RBS plc (see paragraph 5.3.1 of the Scheme
Document);

- Dividend Amounts: Where the terms and conditions of a Capital
Markets Security provide for: (i) RBS N.V. as issuer to pay a "Dividend
Amount" to holders of such Capital Markets Security; or (ii) the amount
payable on maturity to be adjusted by a "Notional Dividend Amount", and
the amount of any such Dividend Amount or Notional Dividend Amount
currently falls to be calculated net of withholding tax at the rate
provided for in the relevant Netherlands double tax treaty (whether
because the terms and conditions of the Capital Markets Security
specifically refer to the Netherlands tax treaty or to the tax actually
suffered or to the rate provided for under "any relevant tax treaty"),
the terms and conditions will be amended so that any such Dividend
Amount or Notional Dividend Amount will, going forward, be calculated
net of withholding tax at the rate provided for under whichever of the
relevant UK tax treaty or the relevant Netherlands tax treaty provides
for the lower rate of withholding tax (see paragraph 16.1 of the Scheme
Document);

- Withholding tax: Where the terms and conditions of a Capital Markets
Security (i) set out RBS N.V.'s obligations in the event of payments by
it being subject to withholding for taxes of "The Netherlands"; and/or
(ii) provide for RBS N.V. to have a right to redeem a Capital Markets
Security if it has or will become obliged to pay additional amounts of
taxes of "The Netherlands" in certain circumstances (or, in any such
case, make substantially similar provision), references to "The
Netherlands" in such provisions will be amended to refer to "the United
Kingdom" (see paragraph 16.2 of the Scheme Document);

- Events of default: Any references in events of default to
insolvency-related events that are specific to Dutch companies will be
amended to refer to the closest equivalent concepts in the UK (see
paragraph 16.3 of the Scheme Document); and

- Substitution provisions: Where the terms and conditions of a Capital
Markets Security refer to the ability of the issuer to substitute a
third party for itself subject to the provision of a guarantee by ABN
AMRO Holding N.V. or RBS Holdings N.V., as the case may be (or make
substantially similar provision), such references to the provision of a
guarantee by ABN AMRO Holding N.V. or RBS Holdings N.V., as the case
may be, shall instead be deemed to refer to the provision of a
guarantee by RBS plc (see paragraph 16.4 of the Scheme Document).

It is also expected that agreements entered into by RBS N.V. relating
to Capital Markets Securities issued by RBS N.V. (such as agency
agreements, distribution agreements, index licence agreements and
dealer agreements) which are governed by UK law, or any non-UK law
which recognises the effect of the Part VII Scheme, will transfer to
RBS plc under the Part VII Scheme when the securities to which they
relate transfer to RBS plc (whether such securities transfer under the
Part VII Scheme or otherwise). Where such agreements relate solely to
securities not transferring under the Part VII Scheme, it is expected
that they will transfer if and when the related securities transfer to
RBS plc. Where such agreements relate solely to securities transferring
under the Part VII Scheme or both to securities which have transferred
to RBS plc and to securities which remain in RBS N.V., such agreements
will transfer to RBS plc on the Effective Date of the Part VII Scheme.
RBS plc will have rights and obligations under them to the extent that
they relate to securities which have transferred to it and RBS N.V.
will retain rights and obligations under them to the extent that they
relate to securities which it retains. Where an agreement transfers to
RBS plc and further Capital Markets Securities might be issued by RBS
N.V. to which such agreement might relate, RBS N.V. will be added as a
party to the relevant agreement for the purposes of any such future
issues of securities by RBS N.V. See paragraphs 5.5 to 5.8 of the
Scheme Document.

Certain Capital Markets Securities contain provisions that give RBS
N.V. as issuer the right, under certain circumstances, to accelerate or
alter its rights or obligations under such Capital Markets Securities
and the exercise by RBS N.V. of such a right could result in the
termination of the relevant Capital Markets Securities. Such
circumstances include, but are not limited to: RBS N.V. being unable to
maintain transactions necessary to hedge its obligations under such
Capital Markets Securities, and RBS N.V. being unable to perform any
obligation imposed on it by reason of its investment in the assets
necessary to hedge its obligations under such Capital Markets
Securities. Where it is expected that RBS plc will become the issuer
pursuant to the Part VII Scheme, certain restrictions are proposed to
be placed on RBS plc in relation to such circumstances to seek to
ensure that RBS plc will not exercise, to the detriment of the
beneficial owners of such Capital Markets Securities, any such rights
that might otherwise have been available to it (to the extent that such
rights arise solely as a result of the Part VII Scheme and certain
other conditions are satisfied). See paragraph 15 of the Scheme
Document.


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 as to the
details of the Part VII Scheme or 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-
lookingstatements" as defined in the U.S. Private Securities
Litigation Reform Act of 1995. Such "forward-lookingstatements"
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,""pr
oject" and similar expressions which indicate future events
and trends may identify "forward-lookingstatements". 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-lookingstatements". Certain"forward-
lookingstatements" 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 The Royal Bank of Scotland Group plc
(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-lookingstatements" 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.

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

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