Obbligazione NatWest Markets Ltd 0% ( GB00B6WFB126 ) in GBP

NatWest Markets Ltd

100 GBP ⇌

Regno Unito

GB00B6WFB126 ( in GBP )

22/07/2014 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione NATWEST MARKETS PLC GB00B6WFB126 in GBP 0%, scaduta

NatWest Markets plc è la divisione di investimento bancario di NatWest Group, operante nei mercati finanziari globali fornendo servizi di trading, gestione di investimenti e consulenza a clienti istituzionali.

The Obbligazione issued by NatWest Markets Ltd ( United Kingdom ) , in GBP, with the ISIN code GB00B6WFB126, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 22/07/2014

PROSPECTUS
The Royal Bank of Scotland plc
(Incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980,
registered number SC090312)
Exercisable Certificates/Warrants and Redeemable Certificates Base Prospectus
This document comprises a base prospectus (Prospectus) in respect of the above instruments (the Instruments) to be issued by
The Royal Bank of Scotland plc (the Issuer) for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive).
References in the Programme Prospectus (as defined under "Documents Incorporated by Reference") to "Securities" shall be
construed for the purposes of this Prospectus to be references to "Instruments" and related expressions in the Programme
Prospectus shall be construed accordingly.
This Prospectus has been filed with the Financial Services Authority in its capacity as competent authority under the UK Financial
Services and Markets Act 2000 (the UK Listing Authority).
Application will, if so specified in the applicable Final Terms, be made to the UK Listing Authority for the Instruments to be admitted
to the Official List of the UK Listing Authority, and to the London Stock Exchange plc (the London Stock Exchange) for the
Instruments to be admitted to trading on the London Stock Exchange's Regulated Market. Such market is a regulated market for
the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). Application may also be made to list or
admit to trading the Instruments on any other or additional stock exchange(s) or regulated market(s) as may be specified in the
applicable Final Terms (as defined below).
The final terms relevant to an issue of Instruments which are to be admitted to trading on a regulated market as described above
or in respect of offers which do not fall within Article 3.2 of the Prospectus Directive will be set out in a document (the Final Terms)
which will be delivered to the UK Listing Authority and made available, free of charge, to the public at the registered office of the
Issuer, and at the offices of the relevant distributor(s) specified in the applicable Final Terms (each a Distributor and together the
Distributors) and Certificate and Warrant Agents.
Any person (an Investor) intending to acquire or acquiring any Instruments from any person (an Offeror) should be aware that, in
the context of an offer to the public as defined in section 102B of the Financial Services and Markets Act 2000 (FSMA), the Issuer
may only be responsible to the Investor for this Prospectus under section 90 of FSMA if the Issuer has authorised the Offeror to
make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by the Issuer. If the
Offeror is not authorised by the Issuer, the Investor should check with the Offeror whether anyone is responsible for the
Prospectus for the purposes of section 90 of FSMA in the context of the offer to the public, and, if so, who that person is. If the
Investor is in any doubt about whether it can rely on the Prospectus and/or who is responsible for its contents, it should take legal
advice. Where information relating to the terms of the relevant offer required pursuant to the Prospectus Directive is not
contained in this Prospectus or the applicable Final Terms, it will be the responsibility of the relevant Offeror at the time
of such offer to provide the Investor with such information. This does not affect any responsibility which the Issuer may
otherwise have under applicable laws.
Prospective purchasers of Instruments should ensure that they understand the nature of the relevant Instruments and
the extent of their exposure to risks and that they consider the suitability of the Instruments as an investment in the light
of their own circumstances and financial condition. It is the responsibility of prospective purchasers to ensure that they
have sufficient knowledge, experience and professional advice to make their own legal, financial, tax, accounting and
other business evaluation of the merits and risks of investing in the Instruments and are not relying on the advice of the
Issuer or any Distributor in that regard. See section headed "Risk Factors".
Where the Instruments relate to Reference Items which involve emerging market countries, investors should note that the
risk of the occurrence and the severity of the consequences of the matters described under "Risk Factors" may be
greater than they would otherwise be in relation to more developed countries.

Arranger
The Royal Bank of Scotland
1 April 2011

A13263687/2.0/01 Apr 2011

The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The previous paragraph should be read in conjunction with paragraph 5 on the first page of this
Prospectus.
Save as described in the section headed "Risk Factors", the Issuer will not be providing any post
issuance information in relation to the Instruments.
The Instruments have not been, and will not be, registered under the United States Securities Act of
1933, as amended (the Securities Act). Subject to certain exceptions, Instruments may not be offered,
sold or delivered within the United States or to U.S. persons.
The credit ratings included and referred to in this Prospectus have been issued by Moody's Investors
Service Limited, which is established in the European Union and has applied to be registered under
Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on
credit rating agencies, although the results of such application has not yet been determined.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference"). This Prospectus shall be read and
construed on the basis that such documents are so incorporated and form part of this Prospectus.
No person has been authorised by the Issuer to give any information or to make any representation not
contained in or which is inconsistent with this Prospectus or any financial statements or any other
information supplied in connection with the Instruments and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or the relevant
Distributor(s).
Neither this Prospectus nor any financial statements or any other information supplied in connection with
the Instruments (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation by the Issuer or the relevant Distributor(s) (if any) that any recipient of
this Prospectus or any financial statements or any other information supplied in connection with
Instruments should purchase any Instruments. Each investor contemplating purchasing any Instruments
should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer and of the suitability of the relevant Instruments as an
investment in the light of its own circumstances and financial condition and after due consideration of an
investment linked to the Underlying Asset. Neither this Prospectus nor any document incorporated by
reference constitutes an offer or invitation by or on behalf of the Issuer or the relevant Distributor(s) (if
any) to any person to subscribe for or to purchase any Instruments.
The delivery of this Prospectus does not at any time imply that the information contained in this
Prospectus concerning the Issuer is correct at any time subsequent to the date of this Prospectus or that
any other information supplied in connection with the Instruments is correct as of any time subsequent to
the date indicated in the document containing the same.
Neither the Issuer nor the relevant Distributor(s) (if any) represent that this Prospectus may be lawfully
distributed, or that the Instruments 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 action has been taken
by the Issuer or the relevant Distributor(s) (if any) which would permit a public offering of any Instruments
or distribution of this Prospectus in any jurisdiction where action for that purpose is required other than in
the jurisdiction, specified in the applicable Final Terms, in which such Notes are to be offered (the
Offering Jurisdiction). Accordingly, the Instruments may not be offered or sold, directly or indirectly,
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and neither this Prospectus nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations.
The distribution of this Prospectus and the offer or sale of Instruments may be restricted by law in certain
jurisdictions. Persons into whose possession this Prospectus or any Instruments come must inform
themselves about, and observe, any such restrictions.
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Table of Contents
Page
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................. 3
SUMMARY.................................................................................................................................................. 3
RISK FACTORS.......................................................................................................................................... 3
TERMS AND CONDITIONS ....................................................................................................................... 3
OTHER INFORMATION ............................................................................................................................. 3
MARKET MAKING ARRANGEMENTS....................................................................................................... 3
TERMS AND CONDITIONS OF THE OFFER ............................................................................................ 3
TAXATION .................................................................................................................................................. 3
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE..................................... 3
FORM OF FINAL TERMS ........................................................................................................................... 3

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DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the following documents, except the
documents incorporated by reference therein, which have been previously published and which have
been approved by the Financial Services Authority or filed with it:
(a)
the Prospectus dated 23 September 2010 relating to the Issuer's Certificate and Warrant
Programme (except the documents incorporated therein by reference and excluding the sections
entitled "Summary of the Programme", "Taxation" and "Form of Final Terms") (the Programme
Prospectus);
(b)
the supplement to the Programme Prospectus dated 25 February 2011, which updated certain
financial information in the summary section of the Programme Prospectus;
(c)
the supplement to the Programme Prospectus dated 18 March 2011, which incorporated by
reference into the Programme Prospectus the particular sections of the item specified in
paragraph (j) below;
(d)
the supplement to the Programme Prospectus dated 31 March 2011, which incorporated by
reference into the Programme Prospectus the item specified in paragraph (g) below and which (on
page 2 therein) updated the statement of no significant change in respect of the Issuer;
(e)
the Prospectus dated 1 April 2010 relating to the Issuer's Exercisable Certificates/Warrants and
Redeemable Certificates mini-programme, excluding all sections except for the section headed
"Terms and Conditions" (as supplemented), in so far as such section relates to any Instruments (if
so specified in the applicable Final Terms) and the section headed "Form of Final Terms" (as
supplemented), in so far as such section relates to any Instruments;
(f)
the registration document of the Issuer dated 25 February 2011, which was published via the
Regulatory News Service of the London Stock Exchange plc (RNS) on 25 February 2011 (the
Registration Document), provided that the section headed "Description of The Royal Bank of
Scotland plc -- Investigations -- US dollar clearing activities" on pages 43 and 44 of the
Registration Document, which sets out details of the Deferred Prosecution Agreement (the DPA)
entered into between The Royal Bank of Scotland N.V. (RBS N.V.) and the United States
Department of Justice (the DoJ) which relates to the previously disclosed criminal investigation
into ABN AMRO Bank N.V.'s US dollar clearing activities, Office of Foreign Assets Control
compliance procedures and Bank Secrecy Act compliance matters during the period from 1995 to
the end of 2007, shall be construed in the light of the following: On 1 April 2011, the Group
(defined below) announced via RNS that on 31 March 2011, the DoJ and RBS N.V. filed a joint
status report with the U.S. District Court notifying it that the parties would seek an extension of the
duration of the DPA until 31 December 2011. The request states that RBS N.V. and the DoJ have
agreed to seek the extension to allow RBS N.V. sufficient time to fulfil its obligations under the
DPA;
(g)
the unaudited results of the Issuer for the year ended 31 December 2010 (excluding the section
headed "Risk Factors" on pages 31 to 61), which were published on 30 March 2011;
(h)
the annual report and accounts of the Issuer (including the audited consolidated annual financial
statements of the Issuer, together with the audit report thereon) for the financial year ended 31
December 2009 (excluding the section headed "Risk Factors" on pages 5 to 23) which was
published via the RNS on 9 April 2010;
(i)
the annual report and accounts of the Issuer (including the audited consolidated annual financial
statements of the Issuer, together with the audit report thereon) for the financial year ended 31
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December 2008 (excluding the section headed "Risk Factors" on pages 4 to 11) which was
published via RNS on 27 April 2009;
(j)
the following sections of the 2010 annual report and accounts of RBSG, which were published on
17 March 2011;
(i)
Independent auditors' report on page 267;
(ii)
Consolidated income statement on page 268;
(iii)
Consolidated statement of comprehensive income on page 269;
(iv)
Balance sheets as at 31 December 2010 on page 270;
(v)
Statements of changes in equity on pages 271 to 273;
(vi)
Cash flow statements on page 274;
(vii)
Accounting policies on pages 275 to 286;
(viii) Notes on the accounts on pages 287 to 385;
(ix)
Essential reading We have met, and in some cases exceeded, the targets for the second
year of our Strategic Plan on page 1;
(x)
Chairman's statement on pages 2 to 3;
(xi)
Group Chief Executive's review on pages 4 to 5;
(xii)
Our key targets on page 7;
(xiii) Our business and our strategy on pages 10 to 19;
(xiv) Divisional review on pages 21 to 41;
(xv)
Business review on pages 50 to 224;
(xvi) Report of the Directors on pages 230 to 234;
(xvii) Corporate governance on pages 235 to 245;
(xviii) Letter from the Chair of the Remuneration Committee on pages 246 to 247;
(xix) Directors' remuneration report on pages 248 to 263;
(xx)
Directors' interests in shares on page 264;
(xxi) Financial Summary on pages 387 to 395;
(xxii) Exchange rates on page 395;
(xxiii) Economic and monetary environment on page 396;
(xxiv) Supervision on page 397;
(xxv) Regulatory developments and reviews on pages 398 to 399;
(xxvi) Description of property and equipment on pages 399;
(xxvii) Major shareholders on page 399;
(xxviii) Material contracts on pages 399 to 404; and
(xxix) Glossary of terms on pages 434 to 439.
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(k)
the following sections of the 2009 annual report and accounts of RBSG, which were published via
the RNS on 18 March 2010:
(i)
Independent auditors' report on page 240;
(ii)
Consolidated income station on page 241;
(iii)
Consolidated statement of comprehensive income on page 242;
(iv)
Balance sheets at 31 December 2009 on page 243;
(v)
Statements of changes in equity on pages 244 to 246;
(vi)
Cash flow statements on page 247;
(vii)
Accounting policies on pages 248 to 258;
(viii) Notes on the accounts on pages 259 to 348;
(ix)
What we have achieved on page 1 (excluding the financial information on that page which
is indicated as being "pro forma");
(x)
Chairman's statement on pages 2 to 3;
(xi)
Group Chief Executive's review on pages 4 to 6;
(xii)
Our strategic plan and progress on pages 12 to 19;
(xiii) Divisional review on pages 20 to 41;
(xiv) Business review on pages 49 to 85 and pages 108 to 206 (excluding the financial
information on pages 72 to 85 and pages 108 to 116 which is indicated as being "pro
forma");
(xv)
Report of the Directors on pages 208 to 213;
(xvi) Corporate governance on pages 214 to 222;
(xvii) Letter from the Chairman of the Remuneration Committee on pages 223 to 224;
(xviii) Directors' remuneration report on pages 225 to 236;
(xix) Directors' interests in shares on page 237;
(xx)
Impairment review on pages 302 to 303;
(xxi) Financial Summary on pages 350 to 359;
(xxii) Exchange rates on page 359;
(xxiii) Economic and monetary environment on page 360;
(xxiv) Supervision on page 361;
(xxv) Regulatory developments and reviews on pages 361 to 362;
(xxvi) Description of property and equipment on pages 362 to 363;
(xxvii) Major shareholders on page 363; and
(xxviii) Glossary of terms on pages 383 to 387;
(l)
the following sections of the Shareholder Circular published by RBSG on 27 November 2009 (the
"Shareholder Circular"):
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(i)
"Financial Information" on page 5;
(ii)
"Part I Letter From the Chairman of RBS" on pages 10 to 20;
(iii)
"Appendix 2 to the Letter From the Chairman of RBS Principal Terms and Conditions of
the APS" on pages 46 to 75;
(iv)
"Appendix 3 to the Letter From the Chairman of RBS Principal Terms of Issue of the B
Shares and the Dividend Access Share" on pages 76 to 84;
(v)
"Appendix 4 to the Letter From the Chairman of RBS Key Terms of the State Aid
Restructuring Plan" on pages 85 to 86;
(vi)
"Part VI Definitions" on pages 121 to 133;
(vii)
"Annex 1 Terms of Issue of the B Shares and the Dividend Access Share" on pages 134
to 170; and
(viii) "Annex 3 Scheme Principles" on pages 177 to 181; and
(m)
the press release headed "The Royal Bank of Scotland Group plc, The Royal Bank of Scotland plc
and National Westminster Bank Plc Clarification of Contractual Position Relating to Payments
Under Preference Shares and Subordinated Securities" published via the RNS on 20 October
2009.
Any document which is incorporated by reference into any of the documents deemed to be incorporated
by reference in and form part of this Prospectus, shall not constitute part of this Prospectus.
The Issuer will provide, without charge, to each person to whom a copy of this Prospectus has been
delivered, upon the request of such person, a copy of any or all of the documents incorporated herein by
reference. Requests for such documents should be directed to the Issuer at its principal office.
In addition, copies of documents incorporated by reference in this Prospectus will be available for
viewing on the RNS website at http://www.londonstockexchange.com/exchange/prices-and-
news/news/market-news/market-news-home.html.

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SUMMARY
The Royal Bank of Scotland plc
Exercisable Certificates/Warrants and Redeemable Certificates
This summary must be read as an introduction to this Prospectus and any decision to invest in the
Instruments should be based on a consideration of the Prospectus as a whole, including the documents
incorporated by reference. No civil liability in respect of this summary will attach to the Issuer in any
Member State of the European Economic Area in which the relevant provisions of the Prospectus
Directive (Directive 2003/71/EC) have been implemented unless this summary, including any translation
thereof, is misleading, inaccurate or inconsistent when read together with the other parts of this
Prospectus. Where a claim relating to the information contained in this Prospectus is brought before a
court in such a Member State, the plaintiff may, under the national legislation of that Member State, be
required to bear the costs of translating the Prospectus before the legal proceedings are initiated.
Description of the Issuer
The Issuer is a public limited company incorporated in Scotland with registration number SC090312. The
Issuer (together with its subsidiaries, the Issuer Group) is a wholly owned subsidiary of The Royal Bank
of Scotland Group plc (RBSG, together with its subsidiaries consolidated in accordance with International
Financial Reporting Standards, the Group). RBSG is the holding company of a large global banking and
financial services group. Headquartered in Edinburgh, the Group operates in the United Kingdom, the
United States and internationally through its three principal subsidiaries, the Issuer, National Westminster
Bank Plc (NatWest) and The Royal Bank of Scotland N.V. (RBS N.V.). Both the Issuer and NatWest are
major United Kingdom clearing banks. RBS N.V. is a bank regulated by the Dutch Central Bank. In the
United States, the Group's subsidiary, Citizens Financial Group, Inc, 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 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 Group's capital ratios at that date 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.
The Issuer Group had total assets of £1,307 billion and owners' equity of £57.0 billion as at 31 December
2010. As at 31 December 2010, the Issuer Group's capital ratios were a total capital ratio of 13.6 per
cent., a Core Tier 1 capital ratio of 8.4 per cent. and a Tier 1 capital ratio of 10.1 per cent.
Description of the Instruments
The cash amount (if any) which will be paid to the investor on the Settlement Date or Redemption Date
may be linked to the performance of one or more commodities or related forward or futures contracts,
currency exchange rates, funds, forward or futures contracts relating to one or more government bonds,
indices, inflation indices, property indices, shares or certificates or any combination thereof, if so
specified in the applicable Final Terms.
Instruments relating to a single share or range of single shares may be physically settled if "Physical
Delivery Instruments" is specified to apply in the applicable Final Terms.
Application will, if so specified in the applicable Final Terms, be made for the Instruments to be admitted
to trading on the London Stock Exchange's Regulated Market. Application may also be made to list or
admit to trading the Instruments on any other or additional stock exchange(s) or regulated market(s)
asmay be specified in the applicable Final Terms.
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Return on expiry or redemption
Cash Amount
If "Cash Settled Instruments" is specified to apply in the applicable Final Terms, when the Instruments
are exercised or redeemed (which may be earlier than the Expiration Date or Redemption Date, if so
provided in the applicable Final Terms), investors will receive the Cash Amount (if any) on the Settlement
Date or Redemption Date (or such other date specified in the applicable Final Terms) determined in
accordance with the formula specified in the applicable Final Terms. Exercise of the Instruments (if
applicable) will, if so specified in the applicable Final Terms, be automatic, or otherwise be subject to
receipt of a duly completed exercise notice.
The Cash Amount may depend upon the difference between (i) the final level and (ii) the initial or other
specified level of one or more Reference Items and may be subject to, or otherwise affected by, any
cap(s), floor(s), weightings(s), participation or leverage percentage, early termination provisions or
performance parameters in respect of one or more Reference Items as may be specified in the
applicable Final Terms. In some cases, the Cash Amount may be a fixed amount.
The Cash Amount may also reflect a protected return (the Protected Return) based on (i) the
performance of one or more Reference Items or (ii) a fixed or other rate which accrues daily, in each
case, if so specified in the applicable Final Terms. The Protected Return, or its accrual on any day, may
also be subject to a cap, floor or subject to certain conditions being met (such as the aggregate
outstanding nominal amount of the Instruments or other securities issued by the Issuer being above a
particular level).
The Instruments may or may not be partially or wholly principal protected.
Certain fees or Expenses of the Issuer may apply and result in a lower Cash Amount.
Physical Settlement
If "Physical Delivery Instruments" is specified to apply in the applicable Final Terms, when the
Instruments are exercised or redeemed, investors will receive on the Settlement Date or Redemption
Date (or such other date specified in the applicable Final Terms) the relevant number of shares in
respect of each share issuer, subject to payment of any Expenses, pursuant to the terms and conditions
of the Instruments.
Expenses means, in respect of an Instrument, all taxes, duties and/or expenses (including trading costs)
arising in connection with (i) the exercise or redemption of such Instrument and/or (ii) any payment or
delivery due following exercise, redemption or otherwise, as the case may be, in respect of such
Instrument.
Expiration Date means the date (if any) specified as such in the applicable Final Terms.
Redemption Date means the date (if any) specified as such in the applicable Final Terms.
Reference Items means each reference item (if any) specified in the applicable Final Terms which may
be a commodity or related forward or futures contract, a currency exchange rate, a fund, a forward or
futures contract relating to one or more government bonds, an index, an inflation index, a property index,
a share or a certificate.
Settlement Date means the date (if any) specified as such in the applicable Final Terms.
Coupon
The Instruments may carry an entitlement to receive interest.
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