Obligation NatWest Holdings 0% ( US780099CF26 ) en USD

NatWest Holdings

100 % ⇌

Royaume-Uni

US780099CF26 ( en USD )

0%

31/03/2017 - Obligation échue

Prospectus brochure de l'obligation NatWest Group US780099CF26 en USD 0%, échue

100 000 USD

300 000 000 USD

780099CF2

BBB- ( Qualité moyenne inférieure )

Ba1 ( Spéculatif )

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.

L'Obligation émise par NatWest Holdings ( Royaume-Uni ) , en USD, avec le code ISIN US780099CF26, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2017

L'Obligation émise par NatWest Holdings ( Royaume-Uni ) , en USD, avec le code ISIN US780099CF26, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par NatWest Holdings ( Royaume-Uni ) , en USD, avec le code ISIN US780099CF26, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 dp45161_424b5.htm 424B5
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Offered
Maximum Aggregate Offering
Amount of Registration Fee(1)
Price
1.875% Senior Notes due 2017
$700,000,000

$90,160
Floating Rate Notes due 2017
$300,000,000

$38,640
Total
$1,000,000,000
$128,800
(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)

$700,000,000 1.875% Senior Notes due 2017

$300,000,000 Floating Rate Notes due 2017

Interest will be paid on the 1.875% senior notes due March 31, 2017 (the "Fixed Rate Notes") semi-annually in arrear on March 31
and September 30 of each year, beginning on September 30, 2014 . The Fixed Rate Notes will bear interest at a rate of 1.875% per year
from (and including) the date of issuance to (but excluding) the maturity of the Fixed Rate Notes. Interest on the floating rate notes due
March 31, 2017 (the "Floating Rate Notes") will be payable quarterly in arrear on March 30, June 30, September 30 and December 30 of
each year, beginning on June 30, 2014. The interest rate for the Floating Rate Notes for the first interest period will be LIBOR (as defined
herein) as determined on March 28, 2014 plus 0.940%. Thereafter, the interest rate for any Floating Rate Interest Period (as defined
herein) will be LIBOR as determined on the applicable Interest Determination Date (as defined herein) plus 0.940%. In this prospectus
supplement, we refer to the Fixed Rate Notes and the Floating Rate Notes collectively as the "Senior Notes".

The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu without any
preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and future, except such
obligations as are preferred by operation of law.

By purchasing the Senior Notes, each holder (including each beneficial holder) of the Senior 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 Senior Notes and/or (ii) the
conversion of all, or a portion, of the principal amount of, or interest on, the Senior 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 Senior
Notes solely to give effect to the above. Each holder (including each beneficial holder) of the Senior Notes further acknowledges
and agrees that the rights of the holders under the Senior 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
U.K. resolution regime by way of amendment to the Banking Act 2009, as the same may be amended from time to time (whether
pursuant to the U.K. Financial Services (Banking Reform) Act 2013 (the "Banking Reform Act 2013") 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,
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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).

By purchasing the Senior Notes, each holder (including each beneficial holder) of the Senior 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 Senior Notes.

We may redeem the Senior Notes, in whole but not in part, at any time at 100% of their principal amount plus accrued interest upon the
occurrence of certain tax events described in this prospectus supplement and the accompanying prospectus.

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

Investing in the Senior Notes involves risks. See "Risk Factors" beginning on page S-5 and as incorporated by reference
herein.

By its purchase of the Senior 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 Senior Notes and (ii) authorized, directed and requested The Depository Trust Company ("DTC")
and any direct participant in DTC or other intermediary through which it holds such Senior 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 Senior 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.

Price to
Underwriting
Proceeds to

Public
Discount
us

Per Fixed Rate Note

99.838%
0.200%
99.638%
Total for Fixed Rate Note
$698,866,000 $1,400,000 $697,466,000
Per Floating Rate Note

100%
0.200%
99.80%
Total for Floating Rate Note
$300,000,000
$600,000 $299,400,000
Total
$998,866,000 $2,000,000 $996,866,000
The initial price to the public set forth above does not include accrued interest, if any. Interest on the Senior Notes will accrue from
April 1, 2014 and must be paid by the purchaser if the Senior Notes are delivered thereafter.

We expect that the Senior Notes will be ready for delivery through the book-entry facilities of DTC and its participants on or about
April 1, 2014.

Sole Bookrunner and Joint Lead Manager
RBS
Joint Lead Managers
BofA Merrill Lynch
Morgan Stanley
Co -Managers
BMO Capital Markets
BNY Mellon Capital Markets, LLC
Capital One Securities
CIBC
National Bank of Canada Financial
TD Securities
Markets

Prospectus Supplement dated March 27, 2014

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TABLE OF CONTENTS
Page

Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
ii
INCORPORATION OF INFORMATION BY REFERENCE
ii
FORWARD-LOOKING STATEMENTS
iv
SUMMARY
1
RISK FACTORS
5
RECENT DEVELOPMENTS
9
USE OF PROCEEDS
10
CAPITALIZATION OF THE GROUP
11
RATIO OF EARNINGS TO FIXED CHARGES
12
DESCRIPTION OF THE SENIOR NOTES
13
U.K. AND U.S. FEDERAL TAX CONSEQUENCES
19
UNDERWRITING/CONFLICTS OF INTEREST
22
LEGAL OPINIONS
27
EXPERTS
28

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 Annual Results on Form 6-K for the year ended December 31, 2013 filed with the SEC on March 11, 2014 (File No.
001-10306) (the "2013 Annual Results");

·
our Form 6-K reporting the decision by Moody's Investors Service to downgrade certain of the Group's and its core subsidiaries'
credit ratings filed with the SEC on March 14, 2014 (File No. 001-10306); and

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·
our Form 6-K including "Risk Factors" filed with the SEC on March 20, 2014 (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 2013 Annual Results, our H1 2013 Interim Report and our 2012
Annual 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 Senior
Notes" below shall have the same meanings in this summary.

General

Issuer
The Royal Bank of Scotland Group plc

$700,000,000 aggregate principal amount of 1.875% Senior Notes due March 31, 2017 (the "Fixed Rate
Notes").
Senior Notes
$300,000,000 aggregate principal amount of Floating Rate Notes due March 31, 2017 (the "Floating
Rate Notes").

Issue Date
April 1, 2014

PROVISIONS APPLICABLE TO THE FIXED RATE NOTES

We will pay the Fixed Rate Notes at 100% of their principal amount plus accrued and unpaid interest on
Maturity
March 31, 2017.

Interest Rate
The Fixed Rate Notes will bear interest at a rate of 1.875% per annum.

Interest Payment Dates
Every March 31 and September 30 in each year, commencing on September 30, 2014.

Regular Record Dates
Every March 17 and September 16 in each year.

Business Day Convention
Following,
unadjusted

Day Count Fraction
30/360

PROVISIONS APPLICABLE TO THE FLOATING RATE NOTES

Maturity
We will pay the Floating Rate Notes at 100% of their principal amount plus accrued and unpaid interest
on March 31, 2017

Interest
The interest rate for the Floating Rate Notes for the first interest period will be LIBOR (as defined
herein) as determined on March 28, 2014 plus the Spread. Thereafter, the interest rate for any Floating
Rate Interest Period (as defined below) will be LIBOR as determined on the applicable Interest
Determination Date (as defined below) plus the Spread.

Spread
94 basis points

Interest Payment Dates
Interest on the Floating Rate Notes will be paid quarterly in arrear on March 30, June 30, September 30
and December 30 of each year, commencing on June 30, 2014, (each, a "Floating Rate Interest Payment
Date") except that that the final Floating Rate Interest Payment Date will be the Maturity Date, March 31
2017.

Regular Record Dates
Every March 16, June 16, September 16 and December 16 of each year.

Interest Reset Dates
Interest on the Floating Rate Notes will have Interest Reset Dates of March 30, June 30, September 30
and December 30, commencing on

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June 30, 2014.

Interest Periods
The first interest period for the Floating Rate Notes will be the period from and including April 1, 2014
to but excluding the immediately succeeding Interest Reset Date. Thereafter, the interest periods for the
Floating Rate Notes will be the periods from and including an Interest Reset Date to but excluding the
immediately succeeding Interest Reset Date (together with the first interest period, each a "Floating Rate
Interest Period"). However, the final Floating Rate Interest Period will be the period from and including
the Interest Reset Date immediately preceding the maturity date to the maturity date.

Interest Determination Dates
Save in respect of the first interest period, interest for the Floating Rate Notes will be determined two
London business days prior to each Interest Reset Date.

First Interest Determination March 28, 2014
Date

Business Day Convention
Modified; Following, adjusted

Day Count Fraction
Actual/360

Calculation Agent
The Royal Bank of Scotland plc

PROVISIONS APPLICABLE TO ALL SENIOR NOTES

Ranking
The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations
ranking pari passu, without any preference among themselves, with all our other outstanding unsecured
and unsubordinated obligations, present and future, except such obligations as are preferred by operation
of law.

Agreement with Respect to
By purchasing the Senior Notes, each holder (including each beneficial holder) of the Senior Notes
the Exercise of U.K. Bail-in
acknowledges, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined
Power
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 Senior Notes and/or (ii) the conversion of all, or a portion,
of the principal amount of, or interest on, the Senior 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 Senior Notes solely to give effect to the above. Each holder (including each
beneficial holder) of the Senior Notes further acknowledges and agrees that the rights of the holders
under the Senior 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

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