Obbligazione NatWest Markets Ltd 1.856% ( XS0195230635 ) in EUR

NatWest Markets Ltd

100 EUR ⇌

Regno Unito

XS0195230635 ( in EUR )

1.856% per anno ( pagato 4 volte l'anno)

perpetue - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione NatWest Markets PLC XS0195230635 in EUR 1.856%, scaduta

1 000 EUR

500 000 000 EUR

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 EUR, with the ISIN code XS0195230635, pays a coupon of 1.856% per year.
The coupons are paid 4 times per year and the Obbligazione maturity is perpetue

PROSPECTUS
The Royal Bank of Scotland Group plc
(Incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980, registered number 45551)
The Royal Bank of Scotland plc
(Incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980, registered number 90312)
£25,000,000,000
Euro Medium Term Note Programme
On 22nd February, 1994 The Royal Bank of Scotland plc entered into a £1,500,000,000 (since increased from time to time and further
increased as at the date hereof to £25,000,000,000) Euro Medium Term Note Programme (the "Programme") and issued a prospectus on
that date describing the Programme. Further prospectuses describing the Programme were issued by The Royal Bank of Scotland plc, the
latest prospectus being issued on 28th March, 2003, and a supplemental prospectus, supplementary to and to be read in conjunction with
the prospectus dated 28th March, 2003 was issued by The Royal Bank of Scotland plc, on 21st November, 2003. This Prospectus supersedes
any previous prospectus and supplemental prospectus. Any Notes (as defined below) issued under the Programme on or after the date of
this Prospectus are issued subject to the provisions described herein. This does not affect any Notes issued before the date of this Prospectus.
Under the Programme The Royal Bank of Scotland Group plc (an "Issuer" or "RBSG") and The Royal Bank of Scotland plc
(an "Issuer" or "Royal Bank" or "RBS" and together with RBSG the "Issuers") may, subject to compliance with all relevant laws,
regulations and directives, from time to time issue notes (the "Notes") denominated in any currency agreed by the relevant Issuer and
the relevant Dealer(s) (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding will
not exceed £25,000,000,000 (or its equivalent in other currencies, subject to increase as provided herein). Notes to be issued under the
Programme may comprise (i) unsubordinated Notes ("Ordinary Notes"), (ii) Notes which are subordinated as described herein with a
maturity date ("Dated Subordinated Notes") and (iii) Notes which are subordinated as described herein with no maturity date
("Undated Subordinated Notes").
The Notes may be issued on a continuing basis to one or more of the Dealers specified below and any additional Dealer
appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a
"Dealer" and together the "Dealers").
Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services
and Markets Act 2000, as amended (the "FSMA") (the "UK Listing Authority") for Notes issued under the Programme during the
period of twelve months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the "Official
List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Notes to be admitted to trading on the London
Stock Exchange's market for listed securities. Admission to the Official List together with admission to the London Stock Exchange's
market for listed securities constitute official listing on the London Stock Exchange. Application has been made to the Luxembourg
Stock Exchange for Notes to be issued under the Programme during the period of twelve months from the date of this Prospectus to
be listed on the Luxembourg Stock Exchange. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect
of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each issue of Notes
will be set forth in a pricing supplement (the "Pricing Supplement") which, with respect to Notes to be admitted to the Official List and
admitted to trading on the London Stock Exchange and/or the Luxembourg Stock Exchange (the "Listed Notes") will be delivered to
the UK Listing Authority and the London Stock Exchange and/or the Luxembourg Stock Exchange on or before the date of issue of
such Notes. The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between
the relevant Issuer and the relevant Dealer(s). In particular, Notes denominated in Australian dollars and issued in the Australian
domestic capital markets ("Australian Domestic Notes") may be listed on the Australian Stock Exchange. The Issuers may also issue
unlisted Notes.
The Programme will be rated by Moody's Investors Service Limited, by Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and by Fitch Ratings Limited. Notes issued under the Programme may be rated or unrated (in each case
as specified in the applicable Pricing Supplement). Where an issue of Notes is rated, its rating will not necessarily be the same as the
rating applicable to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to change,
suspension or withdrawal at any time by the assigning rating agency.
Each of the Issuers may agree with any Dealer that Notes may be issued in a form not contemplated by the terms and conditions
of the Notes herein, in which event (in the case of Listed Notes only), if appropriate, supplementary listing particulars will be made
available which will describe the effect of the agreement reached in relation to such Notes.
Arranger
The Royal Bank of Scotland
Dealers
BNP PARIBAS
Citigroup
Goldman Sachs International
HSBC
JPMorgan
Merrill Lynch International
Mizuho International plc
Nomura International
The Royal Bank of Scotland
UBS Investment Bank
22nd April, 2004

The Issuers accept responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Issuers (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.
Copies of this Prospectus, which comprises listing particulars (the "Listing Particulars") in relation to Notes
issued under the Programme during the period of twelve months from the date of this Prospectus, approved
as such by the UK Listing Authority pursuant to the FSMA, have been delivered for registration to the
Registrar of Companies in Scotland. Copies of each Pricing Supplement (in the case of Listed Notes) will
be available from FT Business Research Centre, operated by FT Electronic Publishing at Fitzroy House,
13-17 Epworth Street, London EC2A 4DL, and in the circumstances described below from the specified
office of each of the Paying Agents (as defined herein).
Any reference in this document to Listing Particulars means this document excluding all information
incorporated by reference. The Issuers have confirmed that any information incorporated by reference
including any such information to which readers of this document are expressly referred, has not been and
does not need to be included in the Listing Particulars to satisfy the requirements of the FSMA or the listing
rules of the UK Listing Authority. The Issuers believe that none of the information incorporated in the
Prospectus by reference conflicts in any material respect with the information included in the Listing
Particulars.
In connection with the admission of the Notes to the Official List and the admission of the Notes to trading
on the London Stock Exchange, each Issuer confirms that, if at any time after the publication of the Listing
Particulars:
(a)
there is a significant change affecting any matter contained in the Listing Particulars whose inclusion
was required by Section 80(1) of the FSMA or by the listing rules made under Section 74 of the FSMA
by the UK Listing Authority or by the UK Listing Authority; or
(b)
a significant new matter arises, the inclusion in the Listing Particulars of information in respect of
which would have been so required if it had arisen when the Listing Particulars were prepared,
such Issuer shall give to The Royal Bank of Scotland plc in its capacity as authorised adviser (the
"Authorised Adviser") for the Listed Notes, each Dealer and The Law Debenture Trust Corporation p.l.c. in
its capacity as trustee for the holder of the Notes (the "Trustee") full information about such change or
matter and shall publish such supplementary listing particulars as may be required by the UK Listing
Authority, and shall otherwise comply with Sections 81 and 83 of the FSMA and the Listing Rules in that
regard.
Each Issuer undertakes, in connection with the listing of the Notes on the Luxembourg Stock Exchange that
if, while any of the Notes are outstanding under the Programme, there shall occur any material adverse
change affecting such Issuer which is not reflected in the Prospectus or if the terms of the Programme are
modified or amended in such a manner which would make the Prospectus, as supplemented, inaccurate or
misleading in any material respect, such Issuer will prepare an amendment or supplement to the Prospectus
or prepare a new Prospectus.
Notes, other than Australian Domestic Notes, may only be issued in bearer form and Australian Domestic
Notes may only be issued in registered form (respectively, "Bearer Notes" and "Registered Notes"). Each
Tranche (as defined below) of Bearer Notes will initially be represented by a temporary global Note which
will be deposited on the issue date thereof with a common depositary on behalf of Euroclear Bank S.A./N.V.,
as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme
(``Clearstream, Luxembourg'') and/or any other agreed clearance system. Such temporary global Note will be
exchangeable as specified in the applicable Pricing Supplement for either a permanent global Note or Notes
in definitive form, in each case as specified in the applicable Pricing Supplement, and in each case upon
certification as to non-US beneficial ownership as required by U.S. Treasury regulations. A permanent global
Note will be exchangeable for definitive Notes, in limited circumstances, as further described in the section of
this Prospectus headed "Form of the Notes". Registered Notes will take the form of entries in a register.
Although Royal Bank is authorised as a foreign authorised deposit taking institution to carry on banking
business in Australia under the Banking Act 1959 of Australia, its present intention is that Australian
Domestic Notes will be issued by Royal Bank acting through a branch outside Australia as specified in the
relevant Pricing Supplement and, in such case, will constitute obligations of Royal Bank to be performed
through such branch. If, however, Royal Bank decides to issue Australian Domestic Notes acting through a
branch in Australia, appropriate amendments to the terms and conditions applicable to such Notes and
further disclosure in respect of the tax implications of such an issue of Notes will be made in the relevant
Pricing Supplement.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and are subject to U.S. tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to U.S. persons (see "Subscription
and Sale" on page 62).
2

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" on page 4) provided, however, that such
incorporated documents do not form part of the Listing Particulars. This Prospectus shall be read and
construed on the basis that such documents are so incorporated and form part of this Prospectus (but do
not form part of the Listing Particulars).
Neither the Dealers, the Australian Registrar (as defined below) nor the Trustee have separately verified the
information contained herein. Accordingly, no representation, warranty or undertaking, express or implied,
is made and no responsibility is accepted by any of the Dealers, the Australian Registrar or the Trustee as
to the accuracy or completeness of the information contained in this Prospectus or any financial statements
or any other information provided by the Issuers in connection with the Programme or the Notes.
No person has been authorised 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 Programme or the Notes and, if given or made, such information or representation
must not be relied upon as having been authorised by the Issuers, any of the Dealers, the Australian
Registrar or the Trustee.
Neither this Prospectus nor any financial statements or any other information supplied in connection with
the Programme or the Notes (i) is intended to provide the basis of any credit or other evaluation or (ii)
should be considered as a recommendation or a statement of opinion (or a report of either of those things)
by the Issuers, any of the Dealers, the Australian Registrar or the Trustee that any recipient of this
Prospectus or any financial statements or any other information supplied in connection with the Programme
or the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make
its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the relevant Issuer. Neither this Prospectus nor any financial statements or any other
information supplied in connection with the Programme or the Notes constitutes an offer or invitation by
or on behalf of the Issuers, any of the Dealers, the Australian Registrar or the Trustee to any person to
subscribe for or to purchase any Notes.
The delivery of this Prospectus does not at any time imply that the information contained in this Prospectus
concerning the Issuers is correct at any time subsequent to the date of this Prospectus or that any other
information supplied in connection with the Programme or the Notes is correct as of any time subsequent
to the date indicated in the document containing the same. The Dealers, the Australian Registrar and the
Trustee expressly do not undertake to review the financial condition or affairs of the Issuers or any of their
subsidiaries during the life of the Programme. Investors should review, inter alia, the most recently published
annual report and accounts of the Issuers when deciding whether or not to purchase any Notes.
The Issuers, the Dealers, the Australian Registrar and the Trustee do not represent that this Prospectus may
be lawfully distributed, or that the Notes 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 Issuers, the Dealers, the Australian Registrar or the Trustee (save for the approval of this
Prospectus as Listing Particulars by the UK Listing Authority, the delivery of copies of this document to
the Registrar of Companies in Scotland and the submission of this Prospectus to the Luxembourg Stock
Exchange) which would permit a public offering of the Notes or distribution of this Prospectus in any
jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold,
directly or indirectly, 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, and the Dealers have represented accordingly.
The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Prospectus or any Notes come must inform themselves
about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this
Prospectus and/or the offer or sale of Notes in the United States of America, the United Kingdom, Australia,
Japan, Germany, The Netherlands, France and Switzerland (see "Subscription and Sale" on page 62).
All references in this Prospectus to "euro" and "EUR" refer to the currency introduced at the start of the
third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European
Community as amended, those to "Japanese Yen", "Yen" and "¥" refer to the currency of Japan, those to
"Sterling", "£" and "pounds" refer to the currency of the United Kingdom, those to "Australian dollars" and
"A$" refer to the currency of Australia and those to "United States dollars" and "U.S.$" refer to the currency
of the United States of America.
In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any) disclosed as the
stabilising manager in the applicable Pricing Supplement or any person acting for it may, outside Australia and
on a market operated outside Australia, over-allot or effect transactions with a view to supporting the market
price of the Notes of the Series (as defined below) of which such Tranche forms part at a level higher than that
which might otherwise prevail for a limited period after the issue date. However, there may be no obligation on
the stabilising manager or its agent to do this. Such stabilising if commenced, may be discontinued at any time,
and must be brought to an end after a limited period.
3

TABLE OF CONTENTS
Page
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
General Description of the Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Summary of the Programme and Terms and Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . .
6
Form of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Form of Pricing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Terms and Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Description of The Royal Bank of Scotland Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Summary Consolidated Financial Information of The Royal Bank of Scotland Group plc . . . . . . . . . 49
Capitalisation and Indebtedness of The Royal Bank of Scotland Group plc . . . . . . . . . . . . . . . . . . . . . 50
Consolidated Financial Statements of The Royal Bank of Scotland Group plc . . . . . . . . . . . . . . . . . . . 53
Capitalisation and Indebtedness of The Royal Bank of Scotland plc . . . . . . . . . . . . . . . . . . . . . . . . . . 58
United Kingdom Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Australian Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Subscription and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Prospectus
(provided, however, that such incorporated documents do not form part of the Listing Particulars):
(a)
the most recently published annual report and accounts of the Issuers from time to time;
(b)
the most recently published interim financial statements of RBSG; and
(c)
all supplements to this Prospectus circulated by the Issuers from time to time in accordance with the
undertakings given by the Issuers in the Programme Agreement described in "Subscription and Sale"
on page 62 (the "Programme Agreement"),
save that any statement contained herein or in a document which is incorporated in whole or in part by
reference herein shall be deemed to be modified or superseded for the purpose of this Prospectus (but not
the Listing Particulars) to the extent that a statement contained in any subsequent document which is
deemed to be incorporated in whole or in part by reference herein modifies or supersedes such earlier
statement (whether expressly, by implication or otherwise).
For the avoidance of doubt, Royal Bank does not publish any interim financial statements.
The Issuers will provide, without charge, to each person to whom a copy of this Prospectus has been
delivered, upon the oral or written request of such person, a copy of any or all of the documents which are
incorporated in whole or in part herein by reference. Written or oral requests for such documents should be
directed to the Issuers at their principal office set out at the end of this Prospectus. In addition, such
documents will be available, free of charge, from the principal office in London of the Authorised Adviser
and from the principal office in Luxembourg of J.P. Morgan Bank Luxembourg S.A. in its capacity as
paying agent (the "Luxembourg Paying Agent").
4

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuers may, subject to compliance with all applicable laws, regulations and
directives, from time to time issue Notes denominated in any currency as may be agreed with the relevant
Dealer(s), subject as set out herein. A summary of the Terms and Conditions of the Notes and of the
Programme appears on pages 6 to 10. The applicable terms of any Notes will be agreed between the relevant
Issuer and the relevant Dealer(s) prior to the issue of the Notes and will be set out in the Terms and
Conditions of the Notes endorsed on, or incorporated by reference into, the Notes, as modified and
supplemented by the applicable Pricing Supplement with respect to each Tranche of Notes attached to, or
endorsed on, such Notes, as more fully described under "Form of the Notes" and "Form of Pricing
Supplement" on pages 11 to 18. Each such Pricing Supplement will, in the case of a Tranche of Notes which
are to be admitted to the Official List and trading on the London Stock Exchange or the Luxembourg Stock
Exchange, be delivered to the UK Listing Authority and London Stock Exchange or the Luxembourg Stock
Exchange, where appropriate, on or before the date of issue of such Tranche.
Subject as set out herein, this Prospectus and any supplement hereto will only be valid for issuing and, if
applicable, admitting Notes to the Official List and to trading on the London Stock Exchange and the
Luxembourg Stock Exchange in an aggregate nominal amount which, when added to the aggregate nominal
amount then outstanding of all Notes previously or simultaneously issued under the Programme (excluding
for this purpose Notes due to be redeemed on the relevant day of calculation), does not exceed
£25,000,000,000 or its equivalent in other currencies. For the purpose of calculating the Sterling equivalent
of the aggregate nominal amount of Notes outstanding at any one time under the Programme:
(a)
subject to paragraph (b) below, the Sterling equivalent of Notes denominated in another Specified
Currency shall be calculated, at the discretion of the relevant Issuer, either as of the date of agreement
to issue such Notes or on the day preceding such agreement on which commercial banks and foreign
exchange markets settle payments in London, on the basis of the spot rate for the sale of Sterling
against the purchase of such Specified Currency in the London foreign exchange market quoted by
RBS or any leading bank selected by the relevant Issuer on the relevant day of calculation; and
(b)
the Sterling equivalent of Dual Currency Notes, Index Linked Notes, Zero Coupon Notes, Partly Paid
Notes (each as described under "Summary of the Programme and Terms and Conditions of the
Notes" on pages 6 to 10) or any other Notes issued at a discount or a premium shall be calculated in
the manner specified above by reference to the original nominal amount of such Notes (in the case of
Partly Paid Notes regardless of the amount paid up on such Notes).
As used herein, "Specified Currency" means the currency (including any national currency unit (being a non-
decimal denomination of the euro)) in which Notes are denominated and, in the case of Dual Currency
Notes, the currency or currencies in which payment in respect of Notes is to be or may be made.
5

SUMMARY OF THE PROGRAMME AND TERMS
AND CONDITIONS OF THE NOTES
The following summary does not purport to be complete and is taken from, and is qualified by, the remainder of
this Prospectus and, in relation to the Terms and Conditions of any particular Tranche of Notes, the applicable
Pricing Supplement. Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the
Notes" below shall have the same meanings in this summary, and references to a numbered "Condition" shall
be to the relevant Condition under "Terms and Conditions of the Notes" below.
Issuers:
The Royal Bank of Scotland Group plc
The Royal Bank of Scotland plc
Description:
Euro Medium Term Note Programme
Arranger:
The Royal Bank of Scotland plc
Dealers:
BNP Paribas
Citigroup Global Markets Limited
Goldman Sachs International
HSBC Bank plc
J.P. Morgan Securities Ltd.
Merrill Lynch International
Mizuho International plc
Nomura International plc
The Royal Bank of Scotland plc
UBS Limited
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time (see "Subscription and Sale" on page 62).
Trustee:
The Law Debenture Trust Corporation p.l.c.
Agent:
JPMorgan Chase Bank.
Size:
Up to £25,000,000,000 (or its equivalent in other currencies calculated as
described herein) outstanding at any time. The Issuers may increase the
amount of the Programme in accordance with the terms of the
Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement and in
each case on a syndicated or non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, such currencies
as may be agreed between the relevant Issuer and the relevant Dealer(s),
including, without limitation, euro, Japanese Yen, Sterling, Australian
dollars and United States dollars (as indicated in the applicable Pricing
Supplement).
Australian Domestic Notes:
Royal Bank may issue Australian Domestic Notes but only in accordance
with the following requirements.
Australian Domestic Notes:

will be issued in registered form, constituted by the Deed Poll to be
executed by Royal Bank and governed by the laws of New South
Wales, Australia (the "Deed Poll") and take the form of entries on a
register to be maintained by J.P. Morgan Institutional Services
Australia Limited (ABN 48 002 916 396) or such other Australian
registrar appointed by Royal Bank and specified in the applicable
Pricing Supplement (the "Australian Registrar");
6

will provide for payments of principal and interest to be made in
Sydney;
will provide for Royal Bank to submit to the jurisdiction of the courts
of New South Wales;

if they are to be listed, will be listed on the Australian Stock Exchange;

will be eligible for lodgment into the Austraclear System operated by
Austraclear Limited (ABN 94 002 060 773); and

will be issued with a minimum subscription amount of A$500,000
(disregarding moneys lent by Royal Bank or its associates) unless the
offer otherwise does not require disclosure to investors in accordance
with Part 6D.2 of the Corporations Act 2001 of Australia.
Maturities:
Any maturity (including undated Notes with no fixed redemption date) as
may be agreed between the relevant Issuer and the relevant Dealer(s) and
as indicated in the applicable Pricing Supplement subject to such
minimum or maximum maturities as may be allowed or required from
time to time by the relevant central bank (or equivalent body, however
called) or any laws or regulations applicable to the relevant Issuer or the
relevant Specified Currency. Notwithstanding the foregoing, at the date of
this Prospectus, in the case of Dated and Undated Subordinated Notes
(as described in Condition 2(b) and 2(c) respectively) which qualify as
Tier 2 or Tier 3 capital in accordance with the requirements of the
Financial Services Authority, the minimum maturity will be five years and
one day (Tier 2 capital) or two years (Tier 3 capital).
Any Notes issued by RBSG and having a maturity of less than one year
from their date of issue must (a) have a minimum denomination of
£100,000 (or its equivalent in other currencies) and be issued only to
persons whose ordinary activities involve them in acquiring holding,
managing or disposing of investments (as principal or agent) for the
purposes of their businesses; or who it is reasonable to expect will acquire,
hold, manage or dispose of investments (as principal or agent) for the
purposes of their businesses or (b) be issued in other circumstances which
do not constitute a contravention of Section 19 of the FSMA by RBSG.
Issue Price:
Notes may be issued on a fully paid or a partly paid basis and at an issue
price which is at par or at a discount to, or premium over, par.
Form of Notes:
Each Tranche of Bearer Notes will initially be represented by a temporary
global Note which will be deposited on the relevant Issue Date with a
common depositary for Euroclear and Clearstream, Luxembourg and/or
any other agreed clearance system and which will be exchangeable, upon
request as described therein, either for a permanent global Note or
definitive Notes (as indicated in the applicable Pricing Supplement and
subject, in the case of definitive Notes, to such notice period as is specified
in the applicable Pricing Supplement), in each case not earlier than
40 days after the Issue Date upon certification of non-U.S. beneficial
ownership as required by U.S. Treasury regulations.
A permanent global Note may be exchanged, unless otherwise specified
in the applicable Pricing Supplement, in limited circumstances as
described therein, in whole or, in the circumstances described in "Form of
the Notes" below, in part for definitive Notes upon not less than 60 days'
written notice to the Agent as described in "Form of the Notes" below.
Any interest in a global Note will be transferable only in accordance with
the rules and procedures for the time being of Euroclear, Clearstream,
Luxembourg and/or any other agreed clearance system, as applicable.
Registered Notes, being Australian Domestic Notes only, will take the
form of entries in a register maintained by the Australian Registrar.
7

Fixed Rate Notes:
Interest on Notes bearing interest on a fixed rate basis ("Fixed Rate
Notes") will be payable in arrear (unless otherwise specified in the
applicable Pricing Supplement) on such date or dates as may be agreed
between the relevant Issuer and the relevant Dealer(s) (as indicated in the
applicable Pricing Supplement) and on redemption.
Interest on Fixed Rate Notes will be calculated on the basis of the Fixed
Coupon Amount specified in the applicable Pricing Supplement, or in the
case of interest required to be calculated for a period of other than a full
year, on the basis of the Day Count Fraction specified in the applicable
Pricing Supplement.
Floating Rate Notes:
Notes bearing interest on a floating rate basis ("Floating Rate Notes") will
bear interest at a rate determined on the same basis as the floating rate
under a notional interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the 2000 ISDA
Definitions (as published by the International Swaps and Derivatives
Association, Inc. and as amended and updated as at the Issue Date of the
first Tranche of the Notes of the relevant Series), or on the basis of a
reference rate appearing on an agreed screen page of a commercial
quotation service or on such other basis as may be agreed between the
relevant Issuer and the relevant Dealer(s) (as indicated in the applicable
Pricing Supplement).
The margin (the "Margin") (if any) relating to such floating rate will be
agreed between the relevant Issuer and the relevant Dealer(s) for each
issue of Floating Rate Notes.
Floating Rate Notes may also have a maximum rate of interest (the
"Maximum Rate of Interest"), a minimum rate of interest (the "Minimum
Rate of Interest") or both.
Interest on Floating Rate Notes in respect of each Interest Period (as
defined in Condition 3(b)(i)), as selected prior to issue by the relevant
Issuer and the relevant Dealer(s), will be payable on the first day of the
next Interest Period and will be calculated on the basis of the Day Count
Fraction specified in the applicable Pricing Supplement.
Specified Periods for Floating
Such period(s) as the relevant Issuer and the relevant Dealer(s) may agree
Rate Notes:
(as indicated in the applicable Pricing Supplement).
Change of Interest/Payment
Notes may be converted from one interest and/or payment basis (the
Basis:
"Interest/Payment Basis") to another if so provided in the applicable
Pricing Supplement.
Dual Currency Notes:
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Notes, the principal and/or interest in
respect of which is or may be payable in one or more Specified Currencies
other than the Specified Currency in which they are denominated ("Dual
Currency Notes") will be made in such currencies, and based on such rates
of exchange, as the relevant Issuer and the relevant Dealer(s) may agree
(as indicated in the applicable Pricing Supplement).
Index Linked Notes:
Payments (whether in respect of principal and/or interest and whether at
maturity or otherwise) in respect of Notes on which principal and/or
interest is calculated by reference to an index (the "Index") and/or a
formula (the "Formula") (such Notes referred to as "Index Linked Notes")
will be calculated by reference to such Index and/or Formula as the
relevant Issuer and the relevant Dealer(s) may agree (as indicated in the
applicable Pricing Supplement).
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Zero Coupon Notes:
Notes issued on a non-interest bearing basis (the "Zero Coupon Notes")
will be offered and sold at a discount to their nominal amount and will
not bear interest (other than interest due after the Maturity Date in the
case of late payment).
Partly Paid Notes:
Notes may be issued on a partly paid basis in which case interest will
accrue on the paid-up amount of such Notes (or as otherwise indicated in
the applicable Pricing Supplement).
Redemption:
The Pricing Supplement relating to each Tranche of Notes will indicate
either that the Notes of that Tranche cannot be redeemed prior to their
stated maturity (other than in the case of Instalment Notes or for taxation
reasons or following an Event of Default) or that such Notes will be
redeemable prior to such stated maturity at the option of the relevant
Issuer and/or the holders of such Notes upon giving not less than 45 nor
more than 60 days' irrevocable notice (or such other notice period (if any)
as is indicated in the applicable Pricing Supplement) to the holders of
such Notes or the relevant Issuer, as the case may be, on a date or dates
specified prior to such stated maturity and at a price or prices and on such
terms as are indicated in the applicable Pricing Supplement.
No redemption of Dated Subordinated Notes or Undated Subordinated
Notes for taxation reasons or otherwise at the option of the relevant
Issuer, or any purchase of such Notes by the relevant Issuer, may be made
with the prior consent of the Financial Services Authority.
There is no fixed redemption date for Undated Subordinated Notes, and
the relevant Issuer may only redeem them in accordance with the terms
indicated in the applicable Pricing Supplement.
The applicable Pricing Supplement may provide that Notes may be
redeemed in two or more instalments of such amounts, on such dates and
on such other terms as are indicated in such Pricing Supplement.
Denomination of Notes:
Notes will be issued in such denominations as may be agreed between the
relevant Issuer and the relevant Dealer(s) and as indicated in the
applicable Pricing Supplement save that the minimum denomination of
each Note will be such as may be allowed or required from time to time
by the relevant central bank (or equivalent body, however called) or any
laws or regulations applicable to the relevant Issuer or the relevant
Specified Currency. Although there is no minimum denomination for
Australian Domestic Notes, the minimum subscription price for
Australian Domestic Notes will be A$500,000 (disregarding moneys lent
by Royal Bank or its associates) unless the offer otherwise does not
require disclosure to investors in accordance with Part 6D.2 of the
Corporations Act 2001 of Australia. The minimum denomination of
Notes issued by RBSG which have a maturity of less than one year from
their issue date shall be £100,000 (or its equivalent in other currencies).
Redenomination,
The applicable Pricing Supplement may provide that certain Notes may
Renominalisation and/or
be redenominated into euro. The relevant provisions applicable to such
Reconventioning:
redenomination, renominalisation and/or reconventioning will be set out
in full in the applicable Pricing Supplement.
Variation of Terms and
The relevant Issuer may agree with any Dealer(s) that Notes may be
Conditions:
issued in a form not contemplated under "Terms and Conditions of the
Notes". The applicable Pricing Supplement will describe the effect of the
agreement reached in relation to such Notes.
Taxation:
All payments in respect of the Notes will be made without deduction for
or on account of withholding taxes imposed within the United Kingdom
subject as provided in Condition 6.
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Status of the Ordinary Notes:
The Ordinary Notes (as described in Condition 2(a)) will constitute
direct, unconditional, unsecured and unsubordinated obligations of the
relevant Issuer and will rank pari passu and without any preference
among themselves and (save to the extent that laws affecting creditors'
rights generally in a bankruptcy or winding up may give preference to any
of such other obligations) equally with all other present and future
unsecured and unsubordinated obligations of the relevant Issuer.
Status of the Dated
The Dated Subordinated Notes will constitute unsecured and
Subordinated Notes:
subordinated obligations of the relevant Issuer and will rank pari passu
without any preference among themselves, and the rights of holders of
Dated Subordinated Notes will, in the event of the winding up of the
relevant Issuer, be subordinated and postponed in right of payment in the
manner provided in the Trust Deed and as specified in Condition 2(b).
In certain circumstances payment of principal and interest due in respect
of Dated Subordinated Notes qualifying as Tier 3 capital in accordance
with Financial Services Authority requirements may be deferred.
Status of the Undated
The Undated Subordinated Notes will constitute unsecured and
Subordinated Notes:
subordinated obligations of the relevant Issuer and will rank pari passu
without any preference among themselves, and the rights of holders of
Undated Subordinated Notes will, in the event of the winding up of the
relevant Issuer, be subordinated and postponed in right of payment in the
manner provided in the Trust Deed and as specified in Condition 2(c).
Rating:
The Programme will be rated by Moody's Investors Service Limited, by
Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. and by Fitch Ratings Limited. Notes issued under the
Programme may be rated or unrated (in each case as specified in the
applicable Pricing Supplement). Where an issue of Notes is rated, its
rating will not necessarily be the same as the rating applicable to the
Programme. A rating is not a recommendation to buy, sell or hold
securities and may be subject to change, suspension or withdrawal at any
time by the assigning rating agency.
Listing:
Application has been made to admit Notes to be issued under the
Programme to the Official List and to trading on the London Stock
Exchange and/or the Luxembourg Stock Exchange. The Notes may also
be listed on such other or further stock exchange(s) as may be agreed
between the relevant Issuer and the relevant Dealer(s) in relation to each
issue. In particular, Australian Domestic Notes may be listed on the
Australian Stock Exchange. Unlisted Notes may also be issued. The
Pricing Supplement relating to each issue will state whether or not, and,
if so, on what stock exchange(s), the Notes are to be listed.
Governing Law:
The Notes (other than the Australian Domestic Notes) will be governed
by, and construed in accordance with, English law. Australian Domestic
Notes will be governed by, and construed in accordance with, the laws of
New South Wales, Australia.
Selling Restrictions:
There are restrictions in relation to the offering and sale of Notes and the
distribution of
offering materials in certain jurisdictions. See
"Subscription and Sale" on page 62.
None of the Trust Deed nor any of the Ordinary Notes, the Dated Subordinated Notes, the Undated
Subordinated Notes or, in the case of Australian Domestic Notes, the Deed Poll contain any negative pledge
covenant by the Issuers or any Events of Default other than those set out in Condition 8 (which does not include,
inter alia, a cross default provision).
10