Bond NatWest Markets Ltd 0% ( NL0009058627 ) in EUR

Issuer NatWest Markets Ltd
Market price 100 %  ⇌ 
Country  United Kingdom
ISIN code  NL0009058627 ( in EUR )
Interest rate 0%
Maturity 30/09/2015 - Bond has expired



Prospectus brochure of the bond NATWEST MARKETS PLC NL0009058627 in EUR 0%, expired


Minimal amount /
Total amount /
Detailed description NatWest Markets plc is the investment banking arm of NatWest Group, offering a range of services including fixed income, currencies, and commodities (FICC) trading, advisory, and financing solutions to corporate and institutional clients globally.

The Bond issued by NatWest Markets Ltd ( United Kingdom ) , in EUR, with the ISIN code NL0009058627, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 30/09/2015







LAUNCHPAD PROGRAMME
BASE PROSPECTUS RELATING TO NOTES
DATED: 1 JULY 2011
The Royal Bank of Scotland N.V.
(incorporated in The Netherlands with its statutory seat in Amsterdam)

BASE PROSPECTUS RELATING TO
NOTES
THE ROYAL BANK OF SCOTLAND N.V.
LAUNCHPAD PROGRAMME
PROSPECTIVE PURCHASERS OF THE SECURITIES DESCRIBED IN THIS BASE PROSPECTUS (THE "SECURITIES") SHOULD
ENSURE THAT THEY UNDERSTAND FULLY THE NATURE OF THE SECURITIES AND THE EXTENT OF THEIR EXPOSURE TO THE
RISKS ASSOCIATED WITH THE SECURITIES. THE MARKET PRICE AND / OR VALUE OF THE SECURITIES MAY BE VOLATILE AND
HOLDERS OF THE SECURITIES MAY SUSTAIN A TOTAL LOSS IN THE VALUE OF THEIR INVESTMENT (UNLESS THE SECURITIES
ARE OF A TYPE IN WHICH CAPITAL IS PROTECTED). PROSPECTIVE PURCHASERS NEED TO CONSIDER THE SUITABILITY OF AN
INVESTMENT IN THE SECURITIES IN LIGHT OF THEIR OWN FINANCIAL, FISCAL, REGULATORY AND OTHER CIRCUMSTANCES.
PLEASE REFER, IN PARTICULAR, TO THE SECTIONS "RISK FACTORS" IN THIS BASE PROSPECTUS AND IN THE REGISTRATION
DOCUMENT FOR A MORE COMPLETE EXPLANATION OF THE RISKS ASSOCIATED WITH AN INVESTMENT IN THE SECURITIES.
SERIES OF SECURITIES TO BE ISSUED UNDER THE PROGRAMME DESCRIBED BY THIS BASE PROSPECTUS (THE "PROGRAMME") MAY BE
RATED OR UNRATED. WHERE A SERIES OF SECURITIES IS TO BE RATED, SUCH RATING WILL NOT NECESSARILY BE THE SAME AS ANY
RATING ASSIGNED TO ANY SECURITIES ALREADY ISSUED. WHETHER OR NOT A RATING IN RELATION TO ANY SERIES OF SECURITIES
WILL BE TREATED AS HAVING BEEN ISSUED BY A CREDIT RATING AGENCY ESTABLISHED IN THE EUROPEAN UNION AND REGISTERED
UNDER REGULATION (EC) NO 1060/2009 ON CREDIT RATING AGENCIES (THE "CRA REGULATION") WILL BE DISCLOSED IN THE
RELEVANT FINAL TERMS. A SECURITY RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE SUBJECT
TO SUSPENSION, REDUCTION OR WITHDRAWAL AT ANY TIME BY THE ASSIGNING RATING AGENCY.
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR THE SECURITIES LAWS OF ANY STATE OR POLITICAL SUBDIVISION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
ANY U.S. PERSON, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REQUIREMENTS OF THE
SECURITIES ACT AND ANY APPLICABLE U.S. STATE SECURITIES LAWS. THE SECURITIES ARE BEING OFFERED AND SOLD ONLY OUTSIDE
THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN
OFFSHORE TRANSACTIONS THAT MEET THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT. FURTHERMORE,
TRADING IN THE SECURITIES HAS NOT BEEN APPROVED BY THE UNITED STATES COMMODITY FUTURES TRADING COMMISSION UNDER
THE UNITED STATES COMMODITY EXCHANGE ACT, AS AMENDED.
THE SECURITIES DO NOT CONSTITUTE UNITS OF COLLECTIVE INVESTMENT SCHEMES WITHIN THE MEANING OF THE SWISS FEDERAL
ACT ON COLLECTIVE INVESTMENT SCHEMES ("CISA") AND ARE NOT SUBJECT TO THE APPROVAL OF, OR SUPERVISION BY THE SWISS
FINANCIAL MARKET SUPERVISORY AUTHORITY ("FINMA"). HOLDERS OF THE SECURITIES ARE EXPOSED TO THE CREDIT RISK OF
THE ISSUER.





THIS BASE PROSPECTUS CONSTITUTES A BASE PROSPECTUS FOR THE PURPOSES OF ARTICLE 5.4 OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS
DIRECTIVE").
THE ROYAL BANK OF SCOTLAND N.V. (THE "ISSUER") ACCEPTS RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS BASE PROSPECTUS,
AS COMPLETED AND/OR AMENDED BY THE FINAL TERMS. TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE ISSUER (WHICH HAS TAKEN ALL
REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE) THE INFORMATION CONTAINED IN THIS DOCUMENT IS IN ACCORDANCE WITH THE FACTS
AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION.
APPLICATION WILL BE MADE TO NYSE EURONEXT FOR SECURITIES TO BE ADMITTED TO TRADING AND LISTED ON EURONEXT AMSTERDAM N.V.
("EURONEXT AMSTERDAM") BY NYSE EURONEXT UP TO THE EXPIRY OF 12 MONTHS FROM THE DATE OF THIS BASE PROSPECTUS. IN ADDITION,
SECURITIES MAY BE LISTED OR ADMITTED TO TRADING, AS THE CASE MAY BE, ON ANY OTHER STOCK EXCHANGE OR MARKET SPECIFIED IN THE
APPLICABLE FINAL TERMS. THE ISSUER MAY ALSO ISSUE UNLISTED SECURITIES.
REFERENCES IN THIS PROGRAMME TO SECURITIES BEING "LISTED" (AND ALL RELATED REFERENCES) SHALL, UNLESS THE CONTEXT OTHERWISE
REQUIRES, MEAN THAT SUCH SECURITIES WILL BE ADMITTED TO TRADING AND WILL BE LISTED ON EURONEXT AMSTERDAM OR ANY OTHER
REGULATED MARKET FOR THE PURPOSES OF DIRECTIVE 2004/39/EC (THE "MARKETS IN FINANCIAL INSTRUMENTS DIRECTIVE").
THE ISSUER HAS NOT AUTHORISED THE MAKING OR PROVISION OF ANY REPRESENTATION OR INFORMATION REGARDING THE ISSUER OR ANY
SECURITIES OTHER THAN THOSE CONTAINED IN THIS BASE PROSPECTUS. NEITHER THE DELIVERY OF THIS DOCUMENT NOR THE DELIVERY OF ANY
OTHER DOCUMENTS OF THE LAUNCHPAD PROGRAMME NOR ANY INFORMATION PROVIDED IN THE COURSE OF A TRANSACTION IN SECURITIES
SHALL, IN ANY CIRCUMSTANCES, BE CONSTRUED AS A RECOMMENDATION BY THE ISSUER TO ENTER INTO ANY TRANSACTION WITH RESPECT TO ANY
SECURITIES. EACH PROSPECTIVE INVESTOR CONTEMPLATING A PURCHASE OF SECURITIES SHOULD MAKE ITS OWN INDEPENDENT INVESTIGATION
OF THE RISKS ASSOCIATED WITH A TRANSACTION INVOLVING ANY SECURITIES.
THE DELIVERY OF THIS DOCUMENT DOES NOT AT ANY TIME IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE
DATE OF THIS BASE PROSPECTUS OR THE DATE UPON WHICH THIS BASE PROSPECTUS HAS BEEN MOST RECENTLY AMENDED OR SUPPLEMENTED.
THE ISSUER DOES NOT INTEND TO PROVIDE ANY POST-ISSUANCE INFORMATION.
THE DISTRIBUTION OF THIS DOCUMENT AND THE OFFERING, SALE AND DELIVERY OF THE SECURITIES IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE ISSUER TO INFORM THEMSELVES ABOUT,
AND TO OBSERVE, ANY SUCH RESTRICTIONS. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS, SALES AND DELIVERIES OF SECURITIES
AND THE DISTRIBUTION OF THIS DOCUMENT AND OTHER OFFERING MATERIAL RELATING TO THE SECURITIES PLEASE REFER TO "SELLING
RESTRICTIONS" IN THIS BASE PROSPECTUS.
NO PERSON HAS BEEN AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS BASE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORISED BY
THE ISSUER.
WHERE INFORMATION HAS BEEN SOURCED FROM A THIRD PARTY, THE ISSUER CONFIRMS THAT THIS INFORMATION HAS BEEN ACCURATELY
REPRODUCED AND THAT AS FAR AS THE ISSUER IS AWARE AND IS ABLE TO ASCERTAIN FROM INFORMATION PUBLISHED BY THAT THIRD PARTY, NO
FACTS HAVE BEEN OMITTED WHICH WOULD RENDER THE REPRODUCED INFORMATION INACCURATE OR MISLEADING.
THIS BASE PROSPECTUS IS TO BE READ IN CONJUNCTION WITH ALL DOCUMENTS THAT ARE DEEMED TO BE INCORPORATED HEREIN BY REFERENCE
AND SHALL BE READ AND CONSTRUED ON THE BASIS THAT SUCH DOCUMENTS ARE INCORPORATED IN AND FORM PART OF THE BASE PROSPECTUS.
THE ISSUER DOES NOT REPRESENT THAT THIS DOCUMENT MAY BE LAWFULLY DISTRIBUTED, OR THAT SECURITIES MAY BE LAWFULLY OFFERED, IN
COMPLIANCE WITH ANY APPLICABLE REGISTRATION OR OTHER REQUIREMENTS IN ANY JURISDICTION, OR PURSUANT TO AN EXEMPTION AVAILABLE
THEREUNDER, OR ASSUME ANY RESPONSIBILITY FOR FACILITATING ANY SUCH DISTRIBUTION OR OFFERING. IN PARTICULAR, NO REPRESENTATION IS
MADE BY THE ISSUER, WHICH WOULD PERMIT A PUBLIC OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS PROSPECTUS OR
ANY OFFERING MATERIAL IN RELATION TO THE SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. NO OFFERS,
SALES OR DELIVERIES OF ANY SECURITIES, OR DISTRIBUTION OF ANY OFFERING MATERIAL RELATING TO THE SECURITIES, MAY BE MADE IN OR
FROM ANY JURISDICTION EXCEPT IN CIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS AND
WILL NOT IMPOSE ANY OBLIGATION ON THE ISSUER. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS, SALES AND DELIVERIES OF
SECURITIES AND THE DISTRIBUTION OF THIS DOCUMENT AND OTHER OFFERING MATERIAL RELATING TO THE SECURITIES PLEASE REFER TO
"SELLING RESTRICTIONS" IN THIS BASE PROSPECTUS.
IN CONNECTION WITH THE ISSUE OF ANY SERIES OF SECURITIES, THE DEALER OR DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (OR
ANY PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY OVER-ALLOT SECURITIES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE SECURITIES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER(S) (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING
MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT SERIES OF SECURITIES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT
MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT SERIES OF SECURITIES AND 60 DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE RELEVANT SERIES OF SECURITIES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY
THE RELEVANT STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISATION MANAGER(S)) IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND RULES.
FOR UNITED KINGDOM TAX PURPOSES, THE TERM "SECURITY" OR "SECURITIES" REFERS TO INSTRUMENTS OF THE TYPE DESCRIBED IN THIS BASE
PROSPECTUS AND IS NOT INTENDED TO BE DETERMINATIVE (OR INDICATIVE) OF THE NATURE OF THE INSTRUMENT FOR THE PURPOSES OF UNITED
KINGDOM TAXATION.
THIS BASE PROSPECTUS WILL BE FILED WITH THE SIS SWISS EXCHANGE LTD AND APPLICATION MAY BE MADE TO LIST THE SECURITIES UNDER THE
PROGRAMME ON THE SIX SWISS EXCHANGE LTD. IN RESPECT OF SECURITIES TO BE LISTED ON THE SIX SWISS EXCHANGE LTD, THE PROGRAMME,
TOGETHER WITH THE FINAL TERMS, WILL CONSTITUTE THE LISTING PROSPECTUS PURSUANT TO THE LISTING RULES OF THE SIX SWISS EXCHANGE
LTD.
2



Securities which are sold to a non-U.S. person (within the meaning of Regulation S ("Regulation S")
under the U.S. Securities Act of 1933, as amended (the "Securities Act")) in an "offshore
transaction" within the meaning of Regulation S may be issued in global bearer form or
dematerialised form.
3





CONTENTS PAGE


Page
SUMMARY ............................................................................................................................................................6
RISK FACTORS ...................................................................................................................................................28
RESPONSIBILITY STATEMENT .............................................................................................................................37
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................................38
TAXATION..........................................................................................................................................................44
SELLING RESTRICTIONS......................................................................................................................................58
FORM OF THE SECURITIES............................................................................................................................................... 68
CLEARING AND SETTLEMENT..............................................................................................................................72
GENERAL INFORMATION ....................................................................................................................................74
GENERAL CONDITIONS .......................................................................................................................................85
Conditions: Product Conditions relating to Range Accrual Notes ...............................................................97
Conditions: Product Conditions relating to Ladder Notes.........................................................................107
Conditions: Product Conditions relating to Target Coupon Notes .............................................................116
Conditions: Product Conditions relating to Rate Notes ............................................................................131
Conditions: Product Conditions relating to Zero Coupon Notes................................................................140
Conditions: Product Conditions relating to Currency Exchange Notes ......................................................145
Conditions: Product Conditions relating to Yield Discovery Notes ...........................................................155
Conditions: Product Conditions relating to Certificate Notes....................................................................168
Conditions: Product Conditions relating to Index Notes...........................................................................179
Conditions: Product Conditions relating to Inflation Index Notes .............................................................191
Conditions: Product Conditions relating to Inflation Index Notes II ..........................................................200
Conditions: Product Conditions relating to Callable Index Notes..............................................................208
Conditions: Product Conditions relating to Autocallable Index Notes .......................................................219
Conditions: Product Conditions relating to Autocallable Share Basket Notes.............................................231
Conditions: Product Conditions relating to Autocallable Reference Rate Notes .........................................248
Conditions: Product Conditions relating to Share Notes...........................................................................258
Conditions: Product Conditions relating to Single Stock Exchangeable Notes ...........................................271
Conditions: Product Conditions relating to Single Stock Exchangeable Notes (into cash) ...........................288
Conditions: Product Conditions relating to Multi-Asset Basket Linked Notes............................................303
Conditions: Product Conditions relating to Multi-Asset Basket Linked Notes II.........................................328
Conditions: Product Conditions relating to Multi-Asset Basket Linked Notes III .......................................358
4



Conditions: Product Conditions relating to Fund Linked Notes ................................................................390
Conditions: Product Conditions relating to Basket Related Capital Protected Notes ...................................411
Conditions: Product Conditions relating to Commodity Notes..................................................................427
Conditions: Product Conditions relating to Index and Inflation Index Notes ..............................................439
FORM OF FINAL TERMS ....................................................................................................................................452

5



Summary

This summary must be read as an introduction to this Base Prospectus and any decision to invest in any Securities
should be based on a consideration of this Base Prospectus as a whole, including the documents incorporated by
reference. No civil liability attaches to the Issuer in respect of this Summary, including any translation thereof,
unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus.
Where a claim relating to information contained in this Base Prospectus is brought before a court in a Member State
of the European Economic Area (an "EEA State"), the claimant may, under the national legislation of the EEA
State where the claim is brought, be required to bear the costs of translating the Base Prospectus before the legal
proceedings are initiated.
Words and expressions defined elsewhere in this Base Prospectus shall have the same meanings in this summary.
Issuer:
The Royal Bank of Scotland N.V. (previously named ABN AMRO
Bank N.V.) (the "Issuer" or "RBS N.V.") acting through its London
branch at 250 Bishopsgate, London, EC2M 4AA.
History and Incorporation:
RBS N.V. is a public limited liability company incorporated under
Dutch law on 7 February 1825. RBS N.V. is registered in the Trade

Register of Amsterdam under number 33002587. RBS N.V.'s
registered office is at Gustav Mahlerlaan 350 17A90, 1082 ME
Amsterdam, The Netherlands.
RBS N.V. is a wholly-owned subsidiary of RBS Holdings N.V.
(previously named ABN AMRO Holding N.V.) ("RBS Holdings"),
which is a public limited liability company incorporated under Dutch
law on 30 May 1990. The registered office of RBS Holdings is at
Gustav Mahlerlaan 350 17A90, 1082 ME Amsterdam, The
Netherlands.
RBS Holdings has one subsidiary, RBS N.V., and RBS N.V. has
various subsidiaries.
As used herein, the "Group" refers to RBS Holdings and its
consolidated subsidiaries. The term "RBSG" refers to The Royal
Bank of Scotland Group plc and the "RBSG Group" refers to RBSG
and its subsidiaries consolidated in accordance with International
Financial Reporting Standards. The term "RBS" refers to The Royal
Bank of Scotland plc.
Overview:
The Issuer is a bank licensed and regulated by the Dutch Central
Bank (De Nederlandsche Bank).

The Issuer operates on a significant scale across Europe, the Middle
6



East and Africa (EMEA), the Americas and Asia. The Group had
total assets of 200.4 billion and owner's equity of 4.95 billion as at
31 December 2010. As at 31 December 2010, the Group's capital
ratios were a total capital ratio of 15.8 per cent., a Core Tier 1 capital
ratio of 8.7 per cent. and a Tier 1 capital ratio of 11.0 per cent.
RBS Holdings and RBS N.V. form part of the RBSG Group. RBSG
is the holding company of a large global banking and financial
services group. Headquartered in Edinburgh, the RBSG Group
operates in the United Kingdom, the United States and
internationally through its three principal subsidiaries, RBS, National
Westminster Bank Public Limited Company ("NatWest") and RBS
N.V.. Both RBS and NatWest are major United Kingdom clearing
banks. In the United States, the RBSG Group's subsidiary Citizens is
a large commercial banking organisation. Globally, the Group has a
diversified customer base and provides a wide range of products and
services to personal, commercial and large corporate and institutional
customers.
The RBSG Group had total assets of £1,453.6 billion and owners'
equity of £75.1 billion as at 31 December 2010. As at 31 December
2010, the RBSG Group's capital ratios were a total capital ratio of
14.0 per cent., a Core Tier 1 capital ratio of 10.7 per cent. and a Tier
1 capital ratio of 12.9 per cent.
Group Organisational Structure:
The Group comprises of the following four segments:
·
Global Banking & Markets ("GBM"): The GBM segment
represents the business providing an extensive range of debt
and equity financing, risk management and investment
services as a leading banking partner to major corporations
and financial institutions around the world. The GBM
business within the Group is organised along four principal
business lines: Global Lending, Equities, Short Term Markets
& Funding, and Local Markets.
·
Global Transaction Services ("GTS"): GTS provides global
transaction services, offering Global Trade Finance,
Transaction Banking and International Cash Management.
·
Central Items: The Central Items segment includes group and
corporate functions, such as treasury, capital management
and finance, risk management, legal, communications and
human resources. Central Items manages the Group's capital
resources, statutory and regulatory obligations and provides
7



services to the branch network.
·
Non-Core Segment: The Non-Core segment contains a range
of businesses and asset portfolios managed separately that the
Group intends to run off or dispose of, in line with the RBSG
Group strategy for Non-Core assets. It also includes the
remaining assets and liabilities in RBS N.V. that have not yet
been sold, wound down or alternatively transferred by the
Consortium Members (as defined below), in which each of
the Consortium Members has a joint and indirect interest.
Global Banking & Markets, Global Transaction Services and Central
Items comprise the Group's Core segments.
These RBS N.V. businesses are part of global business units of the
RBSG Group that operate across multiple legal entities. The strategy
of RBS N.V. is part of the overall business strategy of the RBSG
Group. RBS Holdings has been restructured into Core and Non-Core
components. The RBSG Group expects to substantially run down or
dispose of the businesses, assets and portfolios within the Non-Core
division by 2013 and has completed the sale of businesses in Latin
America, Asia, Europe and the Middle East..
Separation from the ABN AMRO Group:
On 17 October 2007, RFS Holdings B.V. ("RFS Holdings"), which
at the time was owned by RBSG, Fortis N.V., Fortis S.A./N.V.,
Fortis Bank Nederland (Holding) N.V. and Banco Santander, S.A.
("Santander"), completed the acquisition of ABN AMRO Holding
N.V., which was renamed RBS Holdings N.V. on 1 April 2010 when
the shares in ABN AMRO Bank N.V. were transferred to ABN
AMRO Group N.V., a holding company for the interests of the State
of The Netherlands (the "Dutch State"). This marked a substantial
completion of the restructuring of the activities of ABN AMRO
Holding N.V. in accordance with the agreement between RBSG, the
Dutch State and Santander (the "Consortium Members"). RBS
Holdings has one direct subsidiary, RBS N.V., a fully operational
bank within the Group, which is independently rated and regulated
by the Dutch Central Bank.
On 31 December 2010, the share capital of RFS Holdings was
amended, such that approximately 98 per cent. of RFS Holdings'
issued share capital is now held by RBSG, with the remainder being
held by Santander and the Dutch State. Ultimately it is expected that
RFS Holdings will become a wholly-owned subsidiary of RBSG.
8




Proposed transfer of activities:
On 19 April 2011, the Boards of RBSG, RBS, RBS Holdings and
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
(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.
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.) 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. Subject to internal approvals, it is
expected that these will include a banking business transfer scheme
in respect of eligible business carried on by RBS N.V. pursuant to
Part VII of the UK Financial Services and Markets Act 2000 (the
"Part VII Scheme"). Implementation of the Part VII Scheme will be
subject (amongst other matters) to court and regulatory approval. In
due course, it is expected that details will be announced of the RBS
N.V. securities in respect of which RBS is expected to become the
issuer as a result of the Part VII Scheme. From on or around the date
of such announcement, RBS N.V. will include provisions in the Final
Terms for new issues of Securities under the Programme to indicate
whether or not RBS 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). In
advance of that, certain disclosure relating to RBS has been
incorporated by reference in this Base Prospectus. If the Final Terms
for an issue of Securities indicate that RBS is not 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 will not become the issuer of such Securities pursuant
to the Proposed Transfers generally.
Risk Factors:
Risks Relating to the Issuer
PART A: In relation to RBS N.V.
Certain factors may affect RBS N.V.'s ability as Issuer to fulfil its
9



obligations under the Securities, including:
·
The Group is reliant on the RBSG Group.
·
The Group's businesses, earnings and financial condition
have been and will continue to be affected by the global
economy and instability in the global financial markets.
·
An extensive restructuring and balance sheet reduction
programme of the RBSG Group is ongoing. In particular, on
19 April 2011, the boards of RBSG, RBS, RBS Holdings and
RBS N.V. approved the proposed transfers of a substantial
part of the business activities of RBS N.V. to RBS. Such
restructuring and balance sheet reduction programme may
adversely affect the Group's business, results of operations,
financial condition, capital ratios and liquidity and may also
negatively impact the value of the Securities.
·
Lack of liquidity is a risk to the Group's business and its
ability to access sources of liquidity has been, and will
continue to be, constrained.
·
The financial performance of the Group has been materially
affected by deteriorations in borrower credit quality and it
may continue to be impacted by any further deteriorations
including as a result of prevailing economic and market
conditions, and legal and regulatory developments.
·
The actual or perceived failure or worsening credit of the
Group's counterparties has adversely affected and could
continue to adversely affect the Group.
·
The Group's earnings and financial condition have been, and
its future earnings and financial condition may continue to
be, materially affected by depressed asset valuations resulting
from poor market conditions.
·
Changes in interest rates, foreign exchange rates, credit
spreads, bond, equity and commodity prices, basis, volatility
and correlation risks and other market factors have
significantly affected and will continue to affect the Group's
business and results of operations.
·
The Group's borrowing costs, its access to the debt capital
markets and its liquidity depend significantly on its credit
ratings.
10


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