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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN JAPAN, AUSTRALIA OR THE REPUBLIC OF ITALY
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
April 6, 2010
THE ROYAL BANK OF SCOTLAND GROUP PLC AND NATIONAL WESTMINSTER BANK PUBLIC LIMITED
COMPANY LAUNCH A CASH TENDER OFFER FOR CERTAIN OUTSTANDING SECURITIES; FURTHER DETAILS
OF EC DIVIDEND/COUPON DEFERRAL ANNOUNCED.
The Royal Bank of Scotland Group plc ("RBSG" and, together with its subsidiaries, the "Group") and National
Westminster Bank Public Limited Company ("NatWest" and, together with RBSG, the "Offerors" and, each, an
"Offeror") announced today that they have launched a tender offer (the "Tender Offer") for the outstanding securities of
each series listed in the table at the end of this press release (collectively, the "Securities") issued by RBSG,
NatWest and certain of their affiliates. The Tender Offer consists of a separate offer for each series of Securities
(each, an "Offer"). The Tender Offer is being made on the terms and subject to the conditions set out in an Offer to
Purchase and an accompanying Letter of Transmittal, each dated April 6, 2010.
The rationale of the Tender Offer is to generate core tier 1 capital in the capital structure of the Group and to further
strengthen the quality of its capital base.
Future decisions on whether or not to call capital instruments included in this exercise will be taken on an economic
basis at the time and will be subject to any required regulatory approvals. In addition, such calls are currently subject
to EC restrictions (as described in the Offer to Purchase).
The Offerors will accept valid tenders of Securities in accordance with a waterfall with acceptance priority levels (each,
an "Acceptance Priority Level") set out in the table at the end of this press release (with "1" being the highest
Acceptance Priority Level) until either: (i) the Offerors have accepted all valid t