SOURCE: Royal Bank of Scotland Group PLC

July 21, 2011 11:47 ET

RBS N.V. : Expected Part VII Scheme

EDINBURGH--(Marketwire - Jul 21, 2011) -


21 July 2011

Securities issued by, and guarantees of securities granted by, RBS
N.V.: Expected Part VII Scheme

On 19 April 2011, the Boards of The Royal Bank of Scotland Group plc
(RBSG), The Royal Bank of Scotland plc (RBS plc), RBS Holdings N.V. and
The Royal Bank of Scotland N.V. (RBS N.V.) announced that they had
approved the proposed transfers of a substantial part of the business
activities of RBS N.V. to RBS plc (the "Proposed Transfers"), 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:
 http://www.investors.rbs.com/RBS_NV .

It was also announced that it was expected that the Proposed Transfers
would be implemented on a phased basis over a period ending 31 December
2013 and that a large part of the Proposed Transfers including the
transfers of certain securities issued by RBS N.V. (formerly known as
ABN AMRO Bank N.V.) was expected to have taken place by the end of
2012. Where available and practicable, statutory transfer schemes will
be used to implement the Proposed Transfers. It is expected that these
will include a banking business transfer scheme in respect of eligible
business carried on in the UK by RBS N.V. pursuant to Part VII of the
UK Financial Services and Markets Act 2000, which is subject, amongst
other matters, to court and regulatory approvals (the "Part VII
Scheme").

RBS plc and RBS N.V. announce that they have, subject to the Disclaimer
set out below, today published 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). 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. Details can be viewed at
 http://www.investors.rbs.com/RBS_NV . Subject to the Disclaimer set out
below,
such information on the website is up-to-date as at the date there
indicated and investors should refer to the website from time to time
for updated information.

From or around the date of this announcement, RBS N.V. will include
provisions in the issue or offer documents (including term sheets) for
any new issues of securities which are eligible for the Part VII Scheme
to indicate whether or not RBS plc is expected to become the issuer of
those securities as a result of 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). If
the issue or offer documents (including term sheets) for such
securities do not indicate that RBS plc is expected to become the
issuer of those securities as a result of the Part VII Scheme, the
expectation is that RBS N.V. will remain the issuer of such securities
and that RBS plc will not become the issuer of such securities pursuant
to the Proposed Transfers generally.

The Part VII Scheme, if implemented, will be the first step in the
process of the Proposed Transfers. RBS N.V. will announce details of
the further steps in this process, including details of any other
securities issued by RBS N.V. which are not eligible for the Part VII
Scheme but in respect of which RBS plc may become the issuer, nearer to
their implementation.

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.

There is no requirement for investors in RBS N.V. securities or
Guaranteed Securities to take any action now. Any action required in
connection with the Proposed Transfers will be communicated in a timely
way with a view to ensuring a smooth transition.

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 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-looking
statements" as defined in the U.S. Private Securities
Litigation Reform Act of 1995. Such "forward-looking statements"
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-looking statements". 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-looking statements". Certain "forward-looking
statements" 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 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-looking statements" 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

END

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