Obligation NatWest Holdings 6% ( US780097AZ42 ) en USD

NatWest Holdings

100 % ▲

Royaume-Uni

US780097AZ42 ( en USD )

6% par an ( paiement semestriel )

19/12/2023 - Obligation échue

Prospectus brochure de l'obligation NatWest Group US780097AZ42 en USD 6%, échue

2 000 USD

2 000 000 000 USD

780097AZ4

BB+ ( Spéculatif )

Baa1 ( Qualité moyenne inférieure )

NatWest Group est une banque britannique offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions, incluant des services de banque de détail, de gestion de patrimoine, de marchés de capitaux et de banque d'investissement.

Une obligation émise par NatWest Group (ISIN: US780097AZ42, CUSIP: 780097AZ4), d'une valeur nominale totale de 2 000 000 000 USD, libellée en USD, avec un taux d'intérêt de 6 %, échéant le 19/12/2023, a été remboursée à son échéance au prix de 100 %, avec une fréquence de paiement semestrielle, une taille minimale d'achat de 2 000 USD, notée BB+ par Standard & Poor's et Baa1 par Moody's.

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424B5 1 dp42623_424b5-pst2.htm FORM 424B5

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee(1)
6.00% Subordinated Tier 2 Notes due 2023
$2,000,000,000
$257,600
Total
$2,000,000,000
$257,600
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended

Filed pursuant to Rule 424(b)(5)
Registration No. 333-184147
PROSPECTUS SUPPLEMENT
(to prospectus dated September 28, 2012)

$2,000,000,000
6.00% Subordinated Tier 2 Notes due 2023

The 6.00% Subordinated Tier 2 Notes due 2023 will be due on December 19, 2023 (the "Subordinated Notes") and will bear interest
at a rate of 6.00% per year from (and including) the date of issuance to (but excluding) the maturity of the Subordinated Notes on December
19, 2023. Interest will be paid on the Subordinated Notes on June 19 and December 19 of each year, commencing on June 19, 2014.

The Subordinated Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu without
any preference among themselves and ranking junior in right of payment to the claims of any existing and future unsecured and
unsubordinated indebtedness. In a winding up or in the event that an administrator has been appointed in respect of us and notice has been
given that it intends to declare and distribute a dividend, all payments on the Subordinated Notes will be subordinated to, and subject in
right of payment to the prior payment in full of, all claims of all of our creditors other than claims in respect of any liability that is, or is
expressed to be, subordinated to the claims of all or any of our creditors, whether only in the event of a winding up or otherwise. The
ranking of our obligations shall be set out in the manner provided in the subordinated indenture between The Royal Bank of Scotland Group
plc ("RBSG") and The Bank of New York Mellon, acting through its London Branch, as trustee (the "Trustee"), dated December 4, 2012
(the "Base Subordinated Indenture"), as supplemented by a first supplemental indenture dated December 4, 2012 (the "First Supplemental
Subordinated Indenture") and a third supplemental indenture to be dated December 19, 2013 (the "Third Supplemental Subordinated
Indenture" and, together with the First Supplemental Subordinated Indenture and the Base Subordinated Indenture, the "Subordinated
Indenture").

In addition, by purchasing the Subordinated Notes, each holder (including each beneficial holder) of the Subordinated Notes
acknowledges, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K.
resolution authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the
Subordinated Notes and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes
into shares or other securities or other obligations of RBSG or another person, which U.K. bail-in power may be exercised by means
of variation of the terms of the Subordinated Notes solely to give effect to the above. With respect to (i) and (ii) above, references
to principal and interest shall include payments of principal and interest that have become due and payable (including principal that
has become due and payable at the Maturity Date), but which have not been paid, prior to the exercise of any U.K. bail-in power.
Each holder of the Subordinated Notes further acknowledges and agrees that the rights of the holders under the Subordinated
Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant
U.K. resolution authority expressed to implement such a cancellation or conversion.

For these purposes, a "U.K. bail-in power" is any write-down and/or conversion power existing from time to time under any
laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or
investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of
the Group (as defined herein), including but not limited to any such laws, regulations, rules or requirements which are implemented,
adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council
establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a
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U.K. resolution regime by way of amendment to the Banking Act 2009 or otherwise, pursuant to which obligations of a bank,
banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, transferred and/or
converted into shares or other

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securities or obligations of the obligor or any other person (and a reference to the "relevant U.K. resolution authority" is to any
authority with the ability to exercise a U.K. bail-in power).

By purchasing the Subordinated Notes, each holder (including each beneficial holder) of the Subordinated Notes, to the extent
permitted by the Trust Indenture Act of 1939 as amended (the "Trust Indenture Act"), waives any and all claims against the
Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any
action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by
the relevant U.K. resolution authority with respect to the Subordinated Notes.

We may redeem the Subordinated Notes, in whole but not in part, at 100% of their principal amount plus accrued but unpaid interest (i)
upon the occurrence of certain tax events or (ii) upon the occurrence of certain regulatory events, provided that, in each case, in our
opinion, the circumstance that entitles us to exercise such right of redemption was not reasonably foreseeable to us at the date of issuance
and provided that upon CRD IV (as defined below) taking effect in the United Kingdom, such right of redemption shall only apply if, when
and to the extent not prohibited by CRD IV, as described in this prospectus supplement or the accompanying prospectus. Any such
redemption shall be subject to a requirement to give notice to or obtain the consent of the U.K. Prudential Regulation Authority ("PRA")
and/or such other body having supervisory authority with respect to us to the extent required, as described in this prospectus supplement.

We intend to apply to list the Subordinated Notes on the New York Stock Exchange in accordance with its rules.

Investing in the Subordinated Notes involves risks. See "Risk Factors" beginning on page S-9 and as incorporated by reference
herein.

By its purchase of the Subordinated Notes, each holder (including each beneficial holder) shall be deemed to have (i) consented to the
exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to
exercise such power with respect to the Subordinated Notes and (ii) authorized, directed and requested The Depositary Trust Company
("DTC") and any direct participant in DTC or other intermediary through which it holds such Subordinated Notes to take any and all
necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Subordinated Notes as it may be
imposed, without any further action or direction on the part of such holder.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Per
Subordinated

Note
Total

Price to the public
99.098% $1,981,960,000
Underwriting discounts
0.400%
$
8,000,000
Proceeds, before expenses, to us
98.698% $1,973,960,000

The initial price to public set forth above does not include accrued interest, if any. Interest on the Subordinated Notes will accrue from
December 19, 2013 and must be paid by the purchaser if the Subordinated Notes are delivered thereafter.

We expect that the Subordinated Notes will be ready for delivery through the book-entry facilities of DTC and its participants on or
about December 19, 2013.

Global Co-ordinator and Structuring Advisor, Joint Bookrunner and Joint Lead Manager
RBS
Joint Bookrunners and Joint Lead Managers
Credit Suisse
J.P. Morgan
Morgan Stanley
Co-Managers
BMO Capital Markets
BNY Mellon Capital Markets, LLC
Capital One Securities
CIBC
Citigroup
Danske Markets Inc.
Mischler Financial Group, Inc.

RBC Capital Markets
TD Securities

Wells Fargo Securities
Prospectus Supplement dated December 16, 2013

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TABLE OF CONTENTS

Page
Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT
2
INCORPORATION OF INFORMATION BY REFERENCE
2
FORWARD-LOOKING STATEMENTS
4
SUMMARY
5
RISK FACTORS
9
RECENT DEVELOPMENTS
15
USE OF PROCEEDS
16
CAPITALIZATION OF THE GROUP
17
RATIO OF EARNINGS TO FIXED CHARGES
18
DESCRIPTION OF THE SUBORDINATED NOTES
19
U.K. AND U.S. FEDERAL TAX CONSEQUENCES
27
UNDERWRITING/CONFLICTS OF INTEREST
30
LEGAL OPINIONS
35
EXPERTS
35
Prospectus
About this Prospectus
1
Use of Proceeds
1
The Royal Bank of Scotland Group plc
2
The Royal Bank of Scotland plc
2
Description of Debt Securities
2
Description of Dollar Preference Shares
16
Description of American Depositary Receipts
23
Plan of Distribution
27
Legal Opinions
28
Experts
28
Enforcement of Civil Liabilities
29
Where You Can Find More Information
29
Incorporation of Documents by Reference
29
Cautionary Statement on Forward-Looking Statements
30

We have not authorized anyone to provide any information other than that contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to
which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. We are not making an offer to sell these securities in any state or jurisdiction where the
offer or sale is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference herein is accurate only as of their respective dates.

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ABOUT THIS PROSPECTUS SUPPLEMENT

In this prospectus supplement, we use the following terms:

·
"we", "us", "our", "Issuer" and "RBSG" mean The Royal Bank of Scotland Group plc;

·
"Group" means RBSG together with its subsidiaries consolidated in accordance with International Financial Reporting Standards;

·
"RBS plc" means The Royal Bank of Scotland plc;

·
"SEC" refers to the Securities and Exchange Commission;

·
"pounds", "sterling", "pence", "£" and "p" refer to the currency of the United Kingdom;

·
"dollars" and "$" refer to the currency of the United States; and

·
"euro" and "" refer to the currency of the member states of the European Union ("EU") that have adopted the single currency in
accordance with the treaty establishing the European Community, as amended.

INCORPORATION OF INFORMATION BY REFERENCE

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, we file reports and other information with the SEC. You may read and copy any document that we file with the SEC
at the SEC's Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC on 1-800-SEC-0330 for further
information about the Public Reference Room. The SEC's website, at http://www.sec.gov, contains reports and other information in
electronic form that we have filed. You may also request a copy of any filings referred to below (other than exhibits not specifically
incorporated by reference) at no cost, by contacting us at RBS Gogarburn, P.O. Box 1000, Edinburgh EH12 1HQ, Scotland, telephone +44
131 626 0000.

The SEC allows us to incorporate by reference much of the information we file with them. This means:

·
incorporated documents are considered part of this prospectus supplement;

·
we can disclose important information to you by referring you to these documents; and

·
information that we file with the SEC will automatically update and modify or supersede some of the information included or
incorporated by reference into this prospectus supplement.

This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this
prospectus supplement or in any document previously incorporated by reference have been modified or superseded. The accompanying
prospectus lists documents that are incorporated by reference into this prospectus supplement. In addition to the documents listed in the
accompanying prospectus, we incorporate by reference:

·
our Annual Report on Form 20-F for the year ended December 31, 2012 filed with the SEC on March 27, 2013 (File No.
001-10306) (the "2012 Annual Report");

·
our interim results on Form 6-K for the half-year ended June 30, 2013 filed with the SEC on August 30, 2013 (File No.
001-10306) (the "H1 2013 Interim Report");

·
our interim results on Form 6-K for the nine-months ended September 30, 2013 filed with the SEC on November 7, 2013 (File No.
001-10306) (the "Q3 2013 Interim Report");

·
our announcement on Form 6-K relating to the appointment of Robert Gillespie as a Non-executive Director of RBS, filed with the
SEC on 28 November, 2013 (File No. 001-10306);

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·
our announcement on Form 6-K relating to the settlement reached with the European Commission with respect to competition law
breaches concerning certain interest rate derivatives referenced to the London Interbank Offered Rate based on Japanese Yen (Yen
LIBOR) and the Euro Interbank offered Rate (EURIBOR), filed with the SEC on December 4, 2013 (File No. 001-10306);

·
our announcement on Form 6-K confirming Nathan Bostock's announcement to the Board of his intention to resign from his role as
Group Finance Director, filed with the SEC on December 11, 2013 (File No. 001-10306); and

·
our announcement on Form 6-K relating to the settlement reached with the Board of Governors of the Federal Reserve System
("Fed"), the New York State Department of Financial Services ("DFS"), and the Office of Foreign Assets Control ("OFAC") with
respect to RBS plc's historical compliance with US economic sanction regulations outside the United States, filed with the SEC on
December 11, 2013 (File No. 001-10306).

We also incorporate by reference into this prospectus supplement and accompanying prospectus any future documents we may file with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus supplement until the offering
contemplated in this prospectus supplement is completed. Reports on Form 6-K we may furnish to the SEC after the date of this prospectus
supplement (or portions thereof) are incorporated by reference in this prospectus supplement only to the extent that the report expressly
states that it (or such portions) is incorporated by reference in this prospectus supplement.

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FORWARD-LOOKING STATEMENTS

From time to time, we may make statements, both written and oral, regarding our assumptions, projections, expectations, intentions or
beliefs about future events. These statements constitute "forward-looking statements" for purposes of the Private Securities Litigation
Reform Act of 1995. We caution that these statements may and often do vary materially from actual results. Accordingly, we cannot assure
you that actual results will not differ materially from those expressed or implied by the forward-looking statements. You should read the
sections entitled "Risk Factors" in this prospectus supplement, "Cautionary Statement on Forward-Looking Statements" in the
accompanying prospectus and "Forward-Looking Statements" in our 2012 Annual Report, our H1 2013 Interim Report and our Q3 2013
Interim Report, which are incorporated by reference herein.

Any forward-looking statements made herein or in the documents incorporated by reference herein speak only as of the date they are
made. Except as required by the Financial Conduct Authority, any applicable stock exchange or any applicable law, we expressly disclaim
any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this prospectus
supplement or the documents incorporated by reference herein to reflect any changes in expectations with regard thereto or any new
information or any changes in events, conditions or circumstances on which any such statement is based. The reader should, however,
consult any additional disclosures that we have made or may make in documents we have filed or may file with the SEC.

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SUMMARY
The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with, the
remainder of this prospectus supplement, the accompanying prospectus and any documents incorporated by reference herein and
therein. You should base your investment decision on a consideration of this prospectus supplement, the accompanying prospectus and
any documents incorporated by reference herein and therein, as a whole. Words and expressions defined in "Description of the
Subordinated Notes" below shall have the same meanings in this summary.

General

Issuer
The Royal Bank of Scotland Group plc
Subordinated Notes
$2,000,000,000 aggregate principal amount of the 6.00% subordinated Tier 2 notes due 2023 (the
"Subordinated Notes").
Issue Date
December 19, 2013
Maturity Date
We will pay the Subordinated Notes at 100% of their principal amount plus accrued and unpaid interest on
December 19, 2023 subject to any early redemption as described in "Description of the Subordinated
Notes--Redemption".
Interest Rate
The Subordinated Notes will bear interest from (and including) the Issue Date at a rate of 6.00% per annum.
Interest Payment Dates
June 19 and December 19 in each year, commencing on June 19, 2014.
Regular Record Dates
Every June 5 and December 5 of each year, commencing on June 5, 2014.
Ranking
The Subordinated Notes will constitute our direct, unconditional, unsecured and subordinated obligations
ranking pari passu, without any preference among themselves and ranking junior in right of payment to the
claims of any existing and future unsecured and unsubordinated indebtedness. In a winding up or in the event
that an administrator has been appointed in respect of us and notice has been given that it intends to declare
and distribute a dividend, all payments on the Subordinated Notes will be subordinated to, and subject in
right of payment to the prior payment in full of, all claims of all of our creditors other than claims in respect
of any liability that is, or is expressed to be, subordinated to the claims of all or any of our creditors, whether
only in the event of a winding up or otherwise. The ranking of our obligations shall be set out in the manner
provided in the Subordinated Indenture.
Agreement with Respect By purchasing the Subordinated Notes, each holder (including each beneficial holder) of the Subordinated
to the Exercise of U.K.
Notes acknowledges, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as
Bail-in Power
defined below) by the relevant U.K. resolution authority that may result in (i) the cancellation of all, or a
portion, of the principal amount of, or interest on, the Subordinated Notes and/or (ii) the conversion of all, or
a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or other securities or
other obligations of RBSG or another person, which U.K. bail-in power may be exercised by means of
variation of the terms of the Subordinated Notes solely to give effect to the above. With respect to (i) and (ii)
above, references to principal and interest shall include payments of principal and interest that have become
due and payable (including principal that has become due and payable at the Maturity Date), but which have
not been paid, prior to the exercise of any U.K. bail-in power. Each

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holder of the Subordinated Notes further acknowledges and agrees that the rights of the holders under the
Subordinated Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of
any U.K. bail-in power by the relevant U.K. resolution authority expressed to implement such a cancellation
or conversion.

For these purposes, a "U.K. bail-in power" is any write-down and/or conversion power existing from time to
time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group
companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and
applicable in the United Kingdom to us or other members of the Group, including but not limited to any such
laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a
European Union directive or regulation of the European Parliament and of the Council establishing a
framework for the recovery and resolution of credit institutions and investment firms and/or within the context
of a U.K. resolution regime by way of amendment to the Banking Act 2009 or otherwise, pursuant to which
obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can
be reduced, cancelled, transferred and/or converted into shares or other securities or obligations of the
obligor or any other person (and a reference to the "relevant U.K. resolution authority" is to any authority
with the ability to exercise a U.K. bail-in power).
Repayment of Principal
No repayment of the principal amount of the Subordinated Notes or payment of interest on the Subordinated
and Payment of Interest Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K.
After Exercise of U.K.
resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become
Bail-in Power
due, such repayment or payment would be permitted to be made by us under the laws and regulations of the
United Kingdom and the European Union applicable to us or other members of the Group.
Purchases of the
We may at any time purchase beneficially or procure others to purchase beneficially for our account the
Subordinated Notes
Subordinated Notes in the open market, by tender or by private agreement, provided that, upon CRD IV (as
defined below) taking effect in the United Kingdom, purchases are only permitted if, when and to the extent
not prohibited by CRD IV. Any such purchase will be subject to a requirement to give notice to or obtain the
consent of the PRA, as set forth below under "Description of the Subordinated Notes--Redemption
--Prudential Regulation Authority" in this prospectus supplement.
Cancellation
Subordinated Notes purchased or otherwise acquired by us may be (i) held, (ii) resold or (iii) at our sole
discretion, surrendered to the Trustee for cancellation (in which case all Subordinated Notes so surrendered
will forthwith be cancelled in accordance with applicable law and thereafter may not be re-issued or resold).
Additional Issuances
We may, from time to time, without the consent of the holders of the Subordinated Notes, issue additional
notes under the Subordinated Indenture, having the same ranking and same interest rate, maturity date,
redemption terms and other terms, except for the price to the public and issue date. Any such additional notes,
together with the Subordinated Notes offered by this prospectus supplement, may constitute a single series of
Subordinated Notes under the Subordinated Indenture, provided that if such additional notes have the same
CUSIP, ISIN or other identifying number as the outstanding Subordinated Notes, such additional notes must be
fungible

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