Bond NatWest Markets Ltd 0% ( XS0442771589 ) in USD

NatWest Markets Ltd

100 % ⇌

United Kingdom

XS0442771589 ( in USD )

Perpetual

Prospectus brochure of the bond NATWEST MARKETS PLC XS0442771589 en USD 0%, maturity Perpetual

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.

NatWest Markets PLC issued a perpetual USD-denominated bond (ISIN: XS0442771589) currently trading at 100% of par value, offering a 0% coupon rate with a semi-annual payment frequency.

LAUNCHPAD PROGRAMME
BASE PROSPECTUS RELATING TO CERTIFICATES
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
CERTIFICATES
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: (I) 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; AND (II) ONLY WITH RESPECT TO THE EQUITY CERTIFICATES (AS DEFINED
HEREIN) IN REGISTERED FORM TO U.S. PERSONS WHO ARE "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A
OF 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.
1

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, other than the Equity Certificates issued in registered form, 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.
Equity Certificates which are sold to a non-U.S. person will initially be evidenced by interests in a
permanent global registered certificate (each a "Regulation S Registered Global Security"), without
interest coupons, which will be registered in the name of a nominee for, and shall be deposited on its
issue date with a common depositary on behalf of, Euroclear and Clearstream, Luxembourg. Equity
Certificates sold in reliance on Rule 144A ("Rule 144A") under the Securities Act to "qualified
institutional buyers" ("QIBs") within the meaning of Rule will initially be evidenced by one or more
global registered certificates (each a "Rule 144A Global Security" and, together with any Regulation
S Registered Global Security and any other Security that may be issued under the Programme in
global bearer form, "Global Security", in each case in or substantially in the form available from the
offices of the Issuer), without interest coupons, which will be deposited with a custodian for, and
registered in the name of Cede & Co. as nominee for, The Depository Trust Company ("DTC") on its
issue date. Beneficial interests in Regulation S Registered Global Securities or Rule 144A Global
Securities will be shown on, and transfers thereof will be effected only through, records maintained by
DTC, Clearstream, Luxembourg and Euroclear and their participants. The provisions governing the
exchange of interests in Rule 144A Global Securities for Definitive Securities (as defined in "Sales
within the United States, Part II: Form of the Securities") are described in "Sales within the United
States, Part II: Form of the Securities". The provisions governing the exchange of interests in
Regulation S Registered Global Securities for Definitive Securities (as defined in "Form of the
Securities") are described in "Form of the Securities". Definitive Securities will not be eligible for
trading on the facilities of DTC, Euroclear or Clearstream, Luxembourg. See "Clearing and
Settlement". Interests in Regulation S Registered Global Securities, Rule 144A Global Securities and
such Definitive Securities will be subject to certain restrictions on transfer. See "Selling Restrictions"
and "Sales Within the United States" in this Base Prospectus.
GENERAL NOTICE
EACH PURCHASER OF SECURITIES MUST COMPLY WITH ALL APPLICABLE LAWS AND
REGULATIONS IN FORCE IN EACH JURISDICTION IN WHICH IT PURCHASES, OFFERS
OR SELLS SUCH SECURITIES OR POSSESSES OR DISTRIBUTES THIS BASE PROSPECTUS
AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED FOR THE
PURCHASE, OFFER OR SALE BY IT OF SUCH SECURITIES UNDER THE LAWS AND
REGULATIONS IN FORCE IN ANY JURISDICTIONS TO WHICH IT IS SUBJECT OR IN
WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND NONE OF THE ISSUER,
THE ARRANGER OR THE DEALER(S) SPECIFIED HEREIN (INCLUDING THE DIRECTORS,
3

OFFICERS OR EMPLOYEES THEREOF) SHALL HAVE ANY RESPONSIBILITY THEREFOR.
THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF AN INVESTMENT IN THE SECURITIES FOR AN INDEFINITE
PERIOD OF TIME.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY U.S.
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THE OFFERING OF THE SECURITIES PURSUANT TO THE PROGRAMME OR
THE ACCURACY OR THE ADEQUACY OF THE BASE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
General
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: (i) 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; and (ii) to U.S. persons who are "qualified institutional
buyers" (as defined in Rule 144A of the Securities Act).
Certain Series of the Securities (each a "Relevant Series") may be offered and sold in reliance upon
Regulation S outside the United States to non-U.S. persons and, with respect to Securities in
registered form only, within the United States (1) in reliance upon Rule 144A under the Securities Act
("Rule 144A") to qualified institutional buyers within the meaning of Rule 144A ("QIBs") or (2) in
transactions otherwise exempt from registration, in each case as further specified herein. Prospective
purchasers are hereby notified that sellers of the Securities may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A.
Effective from the date of commencement of discussions concerning a Relevant Series, each holder of
the Securities (each, a "Holder") and its respective employees, representatives or other agents may
disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of
the Relevant Series and all materials of any kind, including opinions or other tax analyses, if any, that
have been provided to such Holder relating to such tax treatment and tax structure. However, the
4

foregoing does not constitute an authorisation to disclose the Issuer's identity or that of its affiliates,
agents or advisors or, except to the extent relating to such tax structure or tax treatment, any specific
pricing terms or commercial or financial information.
Notice to New Hampshire Residents
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B (RSA 421-B) OF THE NEW
HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE, NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN
THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF
STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, OR SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO
MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
Available Information
To permit compliance with Rule 144A under the Securities Act in connection with sales of any
Securities, the Issuer has undertaken to furnish, upon the request of a Holder of such Securities, or a
beneficial owner of an interest therein, to such Holder or beneficial owner or to a prospective
purchaser designated by such Holder or beneficial owner, the information required to be delivered
under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the Issuer is neither a
reporting company under Section 13 or Section 15(d) of the Exchange Act nor exempt from reporting
pursuant to Rule 12g3-2(b) under the Exchange Act.
5

CONTENTS PAGE

Page
SUMMARY............................................................................................................................................... 8
RISK FACTORS ..................................................................................................................................... 36
RESPONSIBILITY STATEMENT ............................................................................................................ 53
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................. 54
TAXATION ............................................................................................................................................ 61
SELLING RESTRICTIONS.................................................................................................................... 104
SALES WITHIN THE UNITED STATES................................................................................................. 116
FORM OF THE SECURITIES ................................................................................................................ 127
CLEARING AND SETTLEMENT........................................................................................................... 132
GENERAL INFORMATION .................................................................................................................. 138
GENERAL CONDITIONS ..................................................................................................................... 151
Conditions: Product Conditions relating to Index Airbag Certificates .................................. 166
Conditions: Product Conditions relating to Index Discount Certificates............................... 182
Conditions: Product Conditions relating to Single Stock Discount Certificates (Cash) ........ 198
Conditions: Product Conditions relating to Single Stock Discount Certificates (Cash or
Physical)................................................................................................................................. 215
Conditions: Product Conditions relating to Bonus Index Certificates ................................... 235
Conditions: Product Conditions relating to Single Stock Bonus Certificates........................ 251
Conditions: Product Conditions relating to Index Double Up Certificates............................ 268
Conditions: Product Conditions relating to Single Stock Double Up Certificates ................ 284
Conditions: Product Conditions relating to Index Basket Double Up Certificates................ 304
Conditions: Product Conditions relating to Stock Basket Double Up Certificates................ 320
Conditions: Product Conditions Interest Rate Express Certificates....................................... 340
Conditions: Product Conditions relating to Commodity Express Certificates....................... 360
Conditions: Product Conditions relating to Equity Express Certificates ............................... 381
Conditions: Product Conditions relating to Index Express Certificates................................. 404
Conditions: Product Conditions relating to Currency Express Certificates........................... 427
Conditions: Product Conditions relating to Reference Asset Express Certificates................ 448
Conditions: Product Conditions relating to Fund Express Certificates ................................. 469
Conditions: Product Conditions relating to Index and Inflation Index Express Certificates . 500
Conditions: Product Conditions relating to Equity Certificates............................................. 521
6

Conditions: Product Conditions relating to Multi-Asset Basket Linked Certificates ............ 545
Conditions: Product Conditions relating to Single Certificate-Linked Discount
Certificates (Cash or Physical)............................................................................................... 590
Conditions: Product Condtions relating to Worst of Knock-In Basket Reverse
Exchangeable Deferred Purchase Agreement........................................................................ 607
FORM OF FINAL TERMS .................................................................................................................... 633

7

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

8

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 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.

9

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 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

10

Bond NatWest Markets Ltd 0% ( XS0442771589 ) in USD

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