RBS Group永续NC5 美金AT1 CoCo新债条款概要（英文）

Issuer: The Royal Bank of Scotland Group plc Expected Issue Ratings: B (S&P) / BB- (Fitch) Issue: Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes Form of the Notes: SEC Registered Denominations: $200,000, integral multiples of $1,000 in excess thereof Settlement Date: 15 August 2016 (T+3) Maturity Date: Perpetual First Call Date: 15 August 2021 IPTs: 8.75% area (quarterly yield) Issue Amount: USD benchmark Coupon Structure: Fixed until the First Call Date, reset every 5 years thereafter (non-step). Payable quarterly, subject to interest cancellation Interest Payment Dates: March 31, June 30, September 30 and December 31 of each year, commencing September 30, 2016 Interest Cancellation: Non-cumulative, fully discretionary, also subject to mandatory restrictions on interest payments if: (i) insufficient Distributable Items; (ii) Solvency Condition is not satisfied. Also subject to mandatory cancellation to the extent any Maximum Distributable Amount restriction applies or otherwise mandated by applicable rules or RBS’s regulators Ranking: Direct, unsecured and subordinated obligations of the Issuer, ranking pari passu without any preference among themselves. Subordinated to the claims of our Senior Creditors Optional Redemption: On the First Call Date and every 5 years thereafter at par with accrued interest, subject to the Solvency Condition and regulatory approval. Callable at any time on Capital Disqualification Event or Tax Event at par with accrued interest, subject to the Solvency Condition and regulatory approval Capital Disqualification Event: The Contingent Capital Notes are excluded in whole or in part from the Tier 1 Capital of the Issuer or the Regulatory Group Tax Event: As a result of a change in tax law or regulation, certain customary tax events occur Conversion into ordinary shares: Conversion into RBS ordinary shares upon a Conversion Trigger Event Conversion Price: [●] subject to certain anti-dilution adjustments. The Conversion Price is expected to be fixed at approximately 90% of the price in pounds sterling of the Issuer’s ordinary shares on the date of pricing of the Contingent Capital Notes and translated into US dollars at an applicable exchange rate on the same date Conversion Trigger Event: Regulatory Group CET1 Ratio < 7% (calculated on an end-point CRD IV basis) Settlement Shares Offer: RBS may elect that some or all of the ordinary shares issued upon a Conversion Trigger Event, first be offered for sale to all or some of RBS’s existing shareholders at no less than the Conversion Price (prevailing sterling equivalent) Event of default: No events of default. Winding-up or administration, non-payment of principal when due and breach of a performance obligation constitute enforcement events Bail in: Each holder of the Contingent Capital Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power Governing Law: New York law, except subordination provisions which are governed by, and construed in accordance with the laws of Scotland Listing and Trading: Application has been made to The Irish Stock Exchange plc (the “Irish Stock Exchange”) for the Contingent Capital Notes to be admitted to the Official List and to trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange Selling Restrictions: Please refer to the Preliminary Prospectus Supplement; the Contingent Capital Notes are not intended to be sold and should not be sold to retail clients in the EEA in accordance with the UK PI Rules; sales into Canada allowed via exemption Lead Managers: RBS (Global Co-ordinator & Structuring Advisor), Citi, Deutsche Bank, JP Morgan, UBS Investment Bank B&D: UBS Investment Bank