Obligation NatWest Markets Ltd 0% ( XS0514492403 ) en USD

Société émettrice NatWest Markets Ltd
Prix sur le marché 100 %  ▲ 
Pays  Royaume-uni
Code ISIN  XS0514492403 ( en USD )
Coupon 0%
Echéance 28/06/2013 - Obligation échue



Prospectus brochure de l'obligation NATWEST MARKETS PLC XS0514492403 en USD 0%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée NatWest Markets plc est la division de marchés de gros de NatWest Group, offrant des services de banque d'investissement, de négociation et de gestion des risques à une clientèle institutionnelle mondiale.

L'Obligation émise par NatWest Markets Ltd ( Royaume-uni ) , en USD, avec le code ISIN XS0514492403, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/06/2013







LAUNCHPAD PROGRAMME
BASE PROSPECTUS RELATING TO CERTIFICATES
DATED: 27 MAY 2011
The Royal Bank of Scotland plc
(incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980
registered number SC090312)
BASE PROSPECTUS RELATING TO
CERTIFICATES
THE ROYAL BANK OF SCOTLAND PLC
LAUNCHPAD PROGRAMME
PROSPECTIVE PURCHASERS OF THE SECURITIES DESCRIBED IN THIS BASE PROSPECTUS (THE "SECURITIES") SHOULD
ENSURE THAT THEY UNDERSTAND FULLY THE NATURE OF THE SECURITIES AND THE EXTENT OF THEIR EXPOSURE TO THE
RISKS ASSOCIATED WITH THE SECURITIES. THE MARKET PRICE AND / OR VALUE OF THE SECURITIES MAY BE VOLATILE AND
HOLDERS OF THE SECURITIES MAY SUSTAIN A TOTAL LOSS IN THE VALUE OF THEIR INVESTMENT (UNLESS THE SECURITIES
ARE OF A TYPE IN WHICH CAPITAL IS PROTECTED). PROSPECTIVE PURCHASERS NEED TO CONSIDER THE SUITABILITY OF AN
INVESTMENT IN THE SECURITIES IN LIGHT OF THEIR OWN FINANCIAL, FISCAL, REGULATORY AND OTHER CIRCUMSTANCES.
PLEASE REFER, IN PARTICULAR, TO THE SECTIONS "RISK FACTORS" IN THIS BASE PROSPECTUS AND IN THE REGISTRATION
DOCUMENT FOR A MORE COMPLETE EXPLANATION OF THE RISKS ASSOCIATED WITH AN INVESTMENT IN THE SECURITIES.
SERIES OF SECURITIES TO BE ISSUED UNDER THE PROGRAMME DESCRIBED BY THIS BASE PROSPECTUS (THE
"PROGRAMME") MAY BE RATED OR UNRATED. WHERE A SERIES OF SECURITIES IS TO BE RATED, SUCH RATING WILL NOT
NECESSARILY BE THE SAME AS ANY RATING ASSIGNED TO ANY SECURITIES ALREADY ISSUED. WHETHER OR NOT A RATING IN
RELATION TO ANY SERIES OF SECURITIES WILL BE TREATED AS HAVING BEEN ISSUED BY A CREDIT RATING AGENCY
ESTABLISHED IN THE EUROPEAN UNION AND REGISTERED UNDER REGULATION (EC) NO 1060/2009 ON CREDIT RATING
AGENCIES (THE "CRA REGULATION") WILL BE DISCLOSED IN THE RELEVANT FINAL TERMS. A SECURITY RATING IS NOT A
RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE SUBJECT TO SUSPENSION, REDUCTION OR WITHDRAWAL
AT ANY TIME BY THE ASSIGNING RATING AGENCY.
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR POLITICAL SUBDIVISION OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO THE REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE U.S. STATE SECURITIES LAWS. THE
SECURITIES ARE BEING OFFERED AND SOLD ONLY: (I) OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN OFFSHORE TRANSACTIONS THAT MEET THE REQUIREMENTS
OF REGULATION S UNDER THE SECURITIES ACT; AND (II) ONLY WITH RESPECT TO THE EQUITY CERTIFICATES (AS DEFINED
HEREIN) IN REGISTERED FORM TO U.S. PERSONS WHO ARE "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A
OF THE SECURITIES ACT). FURTHERMORE, TRADING IN THE SECURITIES HAS NOT BEEN APPROVED BY THE UNITED STATES
COMMODITY FUTURES TRADING COMMISSION UNDER THE UNITED STATES COMMODITY EXCHANGE ACT, AS AMENDED.
THE SECURITIES DO NOT CONSTITUTE UNITS OF COLLECTIVE INVESTMENT SCHEMES WITHIN THE MEANING OF THE SWISS
FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES ("CISA") AND ARE NOT SUBJECT TO THE APPROVAL OF, OR
SUPERVISION BY THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY ("FINMA"). HOLDERS OF THE SECURITIES
ARE EXPOSED TO THE CREDIT RISK OF THE ISSUER.
1


THIS BASE PROSPECTUS CONSTITUTES A BASE PROSPECTUS FOR THE PURPOSES OF ARTICLE 5.4 OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS
DIRECTIVE").
THE ROYAL BANK OF SCOTLAND PLC (THE "ISSUER") ACCEPTS RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS BASE PROSPECTUS, AS
COMPLETED AND/OR AMENDED BY THE FINAL TERMS. TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE ISSUER (WHICH HAS TAKEN ALL
REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE) THE INFORMATION CONTAINED IN THIS DOCUMENT IS IN ACCORDANCE WITH THE FACTS
AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION.
APPLICATION WILL BE MADE TO NYSE EURONEXT FOR SECURITIES TO BE ADMITTED TO TRADING AND LISTED ON EURONEXT AMSTERDAM N.V.
("EURONEXT AMSTERDAM") BY NYSE EURONEXT UP TO THE EXPIRY OF 12 MONTHS FROM THE DATE OF THIS BASE PROSPECTUS. IN ADDITION,
SECURITIES MAY BE LISTED OR ADMITTED TO TRADING, AS THE CASE MAY BE, ON ANY OTHER STOCK EXCHANGE OR MARKET SPECIFIED IN THE
APPLICABLE FINAL TERMS. THE ISSUER MAY ALSO ISSUE UNLISTED SECURITIES.
REFERENCES IN THIS PROGRAMME TO SECURITIES BEING "LISTED" (AND ALL RELATED REFERENCES) SHALL, UNLESS THE CONTEXT OTHERWISE
REQUIRES, MEAN THAT SUCH SECURITIES WILL BE ADMITTED TO TRADING AND WILL BE LISTED ON EURONEXT AMSTERDAM OR ANY OTHER
REGULATED MARKET FOR THE PURPOSES OF DIRECTIVE 2004/39/EC (THE "MARKETS IN FINANCIAL INSTRUMENTS DIRECTIVE").
THE ISSUER HAS NOT AUTHORISED THE MAKING OR PROVISION OF ANY REPRESENTATION OR INFORMATION REGARDING THE ISSUER OR ANY
SECURITIES OTHER THAN THOSE CONTAINED IN THIS BASE PROSPECTUS. NEITHER THE DELIVERY OF THIS DOCUMENT NOR THE DELIVERY OF ANY
OTHER DOCUMENTS OF THE LAUNCHPAD PROGRAMME NOR ANY INFORMATION PROVIDED IN THE COURSE OF A TRANSACTION IN SECURITIES
SHALL, IN ANY CIRCUMSTANCES, BE CONSTRUED AS A RECOMMENDATION BY THE ISSUER TO ENTER INTO ANY TRANSACTION WITH RESPECT TO ANY
SECURITIES. EACH PROSPECTIVE INVESTOR CONTEMPLATING A PURCHASE OF SECURITIES SHOULD MAKE ITS OWN INDEPENDENT INVESTIGATION
OF THE RISKS ASSOCIATED WITH A TRANSACTION INVOLVING ANY SECURITIES.
THE DELIVERY OF THIS DOCUMENT DOES NOT AT ANY TIME IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE
DATE OF THIS BASE PROSPECTUS OR THE DATE UPON WHICH THIS BASE PROSPECTUS HAS BEEN MOST RECENTLY AMENDED OR SUPPLEMENTED.
THE ISSUER DOES NOT INTEND TO PROVIDE ANY POST-ISSUANCE INFORMATION.
THE DISTRIBUTION OF THIS DOCUMENT AND THE OFFERING, SALE AND DELIVERY OF THE SECURITIES IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE ISSUER TO INFORM THEMSELVES ABOUT,
AND TO OBSERVE, ANY SUCH RESTRICTIONS. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS, SALES AND DELIVERIES OF SECURITIES
AND THE DISTRIBUTION OF THIS DOCUMENT AND OTHER OFFERING MATERIAL RELATING TO THE SECURITIES PLEASE REFER TO "SELLING
RESTRICTIONS" IN THIS BASE PROSPECTUS.
NO PERSON HAS BEEN AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS BASE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORISED BY
THE ISSUER.
WHERE INFORMATION HAS BEEN SOURCED FROM A THIRD PARTY, THE ISSUER CONFIRMS THAT THIS INFORMATION HAS BEEN ACCURATELY
REPRODUCED AND THAT AS FAR AS THE ISSUER IS AWARE AND IS ABLE TO ASCERTAIN FROM INFORMATION PUBLISHED BY THAT THIRD PARTY, NO
FACTS HAVE BEEN OMITTED WHICH WOULD RENDER THE REPRODUCED INFORMATION INACCURATE OR MISLEADING.
THIS BASE PROSPECTUS IS TO BE READ IN CONJUNCTION WITH ALL DOCUMENTS THAT ARE DEEMED TO BE INCORPORATED HEREIN BY REFERENCE
AND SHALL BE READ AND CONSTRUED ON THE BASIS THAT SUCH DOCUMENTS ARE INCORPORATED IN AND FORM PART OF THE BASE PROSPECTUS.
THE ISSUER DOES NOT REPRESENT THAT THIS DOCUMENT MAY BE LAWFULLY DISTRIBUTED, OR THAT SECURITIES MAY BE LAWFULLY OFFERED, IN
COMPLIANCE WITH ANY APPLICABLE REGISTRATION OR OTHER REQUIREMENTS IN ANY JURISDICTION, OR PURSUANT TO AN EXEMPTION AVAILABLE
THEREUNDER, OR ASSUME ANY RESPONSIBILITY FOR FACILITATING ANY SUCH DISTRIBUTION OR OFFERING. IN PARTICULAR, NO REPRESENTATION IS
MADE BY THE ISSUER, WHICH WOULD PERMIT A PUBLIC OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS PROSPECTUS OR
ANY OFFERING MATERIAL IN RELATION TO THE SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. NO OFFERS,
SALES OR DELIVERIES OF ANY SECURITIES, OR DISTRIBUTION OF ANY OFFERING MATERIAL RELATING TO THE SECURITIES, MAY BE MADE IN OR
FROM ANY JURISDICTION EXCEPT IN CIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS AND
WILL NOT IMPOSE ANY OBLIGATION ON THE ISSUER. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS, SALES AND DELIVERIES OF
SECURITIES AND THE DISTRIBUTION OF THIS DOCUMENT AND OTHER OFFERING MATERIAL RELATING TO THE SECURITIES PLEASE REFER TO
"SELLING RESTRICTIONS" IN THIS BASE PROSPECTUS.
IN CONNECTION WITH THE ISSUE OF ANY SERIES OF SECURITIES, THE DEALER OR DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (OR
ANY PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY OVER-ALLOT SECURITIES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE SECURITIES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER(S) (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING
MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT SERIES OF SECURITIES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT
MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT SERIES OF SECURITIES AND 60 DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE RELEVANT SERIES OF SECURITIES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY
THE RELEVANT STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISATION MANAGER(S)) IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND RULES.
FOR UNITED KINGDOM TAX PURPOSES, THE TERM "SECURITY" OR "SECURITIES" REFERS TO INSTRUMENTS OF THE TYPE DESCRIBED IN THIS BASE
PROSPECTUS AND IS NOT INTENDED TO BE DETERMINATIVE (OR INDICATIVE) OF THE NATURE OF THE INSTRUMENT FOR THE PURPOSES OF UNITED
KINGDOM TAXATION.
THIS BASE PROSPECTUS WILL BE FILED WITH THE SIS SWISS EXCHANGE LTD AND APPLICATION MAY BE MADE TO LIST THE SECURITIES UNDER THE
PROGRAMME ON THE SIX SWISS EXCHANGE LTD. IN RESPECT OF SECURITIES TO BE LISTED ON THE SIX SWISS EXCHANGE LTD, THE PROGRAMME,
TOGETHER WITH THE FINAL TERMS, WILL CONSTITUTE THE LISTING PROSPECTUS PURSUANT TO THE LISTING RULES OF THE SIX SWISS EXCHANGE
LTD.
2


Securities, other than the Equity Certificates issued in registered form, which are sold to a non-U.S.
person (within the meaning of Regulation S ("Regulation S") under the U.S. Securities Act of 1933,
as amended (the "Securities Act")) in an "offshore transaction" within the meaning of Regulation S
may be issued in global bearer form or dematerialised form.
Equity Certificates which are sold to a non-U.S. person will initially be evidenced by interests in a
permanent global registered certificate (each a "Regulation S Registered Global Security"), without
interest coupons, which will be registered in the name of a nominee for, and shall be deposited on its
issue date with a common depositary on behalf of, Euroclear and Clearstream, Luxembourg. Equity
Certificates sold in reliance on Rule 144A ("Rule 144A") under the Securities Act to "qualified
institutional buyers" ("QIBs") within the meaning of Rule will initially be evidenced by one or more
global registered certificates (each a "Rule 144A Global Security" and, together with any Regulation
S Registered Global Security and any other Security that may be issued under the Programme in
global bearer form, "Global Security", in each case in or substantially in the form available from the
offices of the Issuer), without interest coupons, which will be deposited with a custodian for, and
registered in the name of Cede & Co. as nominee for, The Depository Trust Company ("DTC") on its
issue date. Beneficial interests in Regulation S Registered Global Securities or Rule 144A Global
Securities will be shown on, and transfers thereof will be effected only through, records maintained by
DTC, Clearstream, Luxembourg and Euroclear and their participants. The provisions governing the
exchange of interests in Rule 144A Global Securities for Definitive Securities (as defined in "Sales
within the United States, Part II: Form of the Securities") are described in "Sales within the United
States, Part II: Form of the Securities". The provisions governing the exchange of interests in
Regulation S Registered Global Securities for Definitive Securities (as defined in "Form of the
Securities") are described in "Form of the Securities". Definitive Securities will not be eligible for
trading on the facilities of DTC, Euroclear or Clearstream, Luxembourg. See "Clearing and
Settlement". Interests in Regulation S Registered Global Securities, Rule 144A Global Securities and
such Definitive Securities will be subject to certain restrictions on transfer. See "Selling Restrictions"
and "Sales Within the United States" in this Base Prospectus.
GENERAL NOTICE
EACH PURCHASER OF SECURITIES MUST COMPLY WITH ALL APPLICABLE LAWS AND
REGULATIONS IN FORCE IN EACH JURISDICTION IN WHICH IT PURCHASES, OFFERS
OR SELLS SUCH SECURITIES OR POSSESSES OR DISTRIBUTES THIS BASE PROSPECTUS
AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED FOR THE
PURCHASE, OFFER OR SALE BY IT OF SUCH SECURITIES UNDER THE LAWS AND
REGULATIONS IN FORCE IN ANY JURISDICTIONS TO WHICH IT IS SUBJECT OR IN
3


WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND NONE OF THE ISSUER,
THE ARRANGER OR THE DEALER(S) SPECIFIED HEREIN (INCLUDING THE DIRECTORS,
OFFICERS OR EMPLOYEES THEREOF) SHALL HAVE ANY RESPONSIBILITY THEREFOR.
THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF AN INVESTMENT IN THE SECURITIES FOR AN INDEFINITE
PERIOD OF TIME.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY U.S.
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THE OFFERING OF THE SECURITIES PURSUANT TO THE PROGRAMME OR
THE ACCURACY OR THE ADEQUACY OF THE BASE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
General
The Securities have not been registered under the United States Securities Act of 1933, as amended
(the "Securities Act") or the securities laws of any state or political subdivision of the United States,
and may not be offered, sold, transferred or delivered, directly or indirectly, in the United States or to,
or for the account or benefit of, any U.S. person, except pursuant to an exemption from, or in a
transaction not subject to the requirements of the Securities Act and any applicable U.S. state
securities laws. The Securities are being offered and sold only: (i) outside the United States to persons
other than U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions
that meet the requirements of Regulation S; and (ii) to U.S. persons who are "qualified institutional
buyers" (as defined in Rule 144A of the Securities Act).
Certain Series of the Securities (each a "Relevant Series") may be offered and sold in reliance upon
Regulation S outside the United States to non-U.S. persons and, with respect to Securities in
registered form only, within the United States (1) in reliance upon Rule 144A under the Securities Act
("Rule 144A") to qualified institutional buyers within the meaning of Rule 144A ("QIBs") or (2) in
transactions otherwise exempt from registration, in each case as further specified herein. Prospective
purchasers are hereby notified that sellers of the Securities may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A.
Effective from the date of commencement of discussions concerning a Relevant Series, each holder of
the Securities (each, a "Holder") and its respective employees, representatives or other agents may
4


disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of
the Relevant Series and all materials of any kind, including opinions or other tax analyses, if any, that
have been provided to such Holder relating to such tax treatment and tax structure. However, the
foregoing does not constitute an authorisation to disclose the Issuer's identity or that of its affiliates,
agents or advisors or, except to the extent relating to such tax structure or tax treatment, any specific
pricing terms or commercial or financial information.
Notice to New Hampshire Residents
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B (RSA 421-B) OF THE NEW
HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE, NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN
THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF
STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, OR SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO
MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
Available Information
To permit compliance with Rule 144A under the Securities Act in connection with sales of any
Securities, the Issuer has undertaken to furnish, upon the request of a Holder of such Securities, or a
beneficial owner of an interest therein, to such Holder or beneficial owner or to a prospective
purchaser designated by such Holder or beneficial owner, the information required to be delivered
under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the Issuer is neither a
reporting company under Section 13 or Section 15(d) of the Exchange Act nor exempt from reporting
pursuant to Rule 12g3-2(b) under the Exchange Act.
5


CONTENTS PAGE
Page
SUMMARY...............................................................................................................................................8
RISK FACTORS .....................................................................................................................................28
RESPONSIBILITY STATEMENT ............................................................................................................43
DOCUMENTS INCORPORATED BY REFERENCE..................................................................................44
TAXATION ............................................................................................................................................50
SELLING RESTRICTIONS......................................................................................................................91
SALES WITHIN THE UNITED STATES.................................................................................................103
FORM OF THE SECURITIES................................................................................................................114
CLEARING AND SETTLEMENT...........................................................................................................119
GENERAL INFORMATION ..................................................................................................................125
SUMMARY CONSOLIDATED FINANCIAL INFORMATION RELATING TO THE ISSUER FOR THE
YEARS ENDED 31 DECEMBER 2010 AND 31 DECEMBER 2009.........................................................135
GENERAL CONDITIONS .....................................................................................................................137
PRODUCT CONDITIONS RELATING TO: ............................................................................................151
Index Airbag Certificates ................................................................................................................151
Index Discount Certificates.............................................................................................................167
Single Stock Discount Certificates (Cash) ......................................................................................182
Single Stock Discount Certificates (Cash or Physical) ...................................................................199
Bonus Index Certificates .................................................................................................................218
Single Stock Bonus Certificates......................................................................................................234
Index Double Up Certificates..........................................................................................................251
Single Stock Double Up Certificates...............................................................................................267
Index Basket Double Up Certificates..............................................................................................286
Stock Basket Double Up Certificates..............................................................................................302
Interest Rate Express Certificates....................................................................................................322
Commodity Express Certificates.....................................................................................................342
Equity Express Certificates .............................................................................................................362
Index Express Certificates...............................................................................................................385
Currency Express Certificates.........................................................................................................408
Reference Asset Express Certificates..............................................................................................429
Fund Express Certificates................................................................................................................450
6


Index and Inflation Index Express Certificates ...............................................................................481
Equity Certificates...........................................................................................................................502
Multi-Asset Basket Linked Certificates...........................................................................................526
Single Certificate-Linked Discount Certificates (Cash or Physical)...............................................572
FORM OF FINAL TERMS ....................................................................................................................588
7


SUMMARY
This summary must be read as an introduction to this Base Prospectus and any decision to invest in
any Securities should be based on a consideration of this Base Prospectus as a whole, including the
documents incorporated by reference. No civil liability attaches to the Issuer in respect of this
Summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent
when read together with the other parts of this Base Prospectus. Where a claim relating to
information contained in this Base Prospectus is brought before a court in a Member State of the
European Economic Area (an "EEA State"), the claimant may, under the national legislation of
the EEA State where the claim is brought, be required to bear the costs of translating the Base
Prospectus before the legal proceedings are initiated.
Words and expressions defined elsewhere in this Base Prospectus shall have the same meanings in
this summary.
Issuer:
The Royal Bank of Scotland plc (the "Issuer" or "RBS").
The Issuer is a public limited company incorporated in
Scotland. The Issuer (together with its subsidiaries, the
"Issuer Group") is a wholly owned subsidiary of The Royal
Bank of Scotland Group plc ("RBSG" (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 Public Limited
Company ("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
8


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 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 £1,307.3 billion and
owner's 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.
On 17 October 2007, RFS Holdings B.V. ("RFS
Holdings"), which at the time was owned by RBSG, Fortis
N.V., Fortis S.A./N.V., Fortis Bank Nederland (Holding)
N.V. and Banco Santander, S.A. ("Santander"), completed
the acquisition of ABN AMRO Holding N.V., which was
renamed RBS Holdings N.V. on 1 April 2010 when the
shares in ABN AMRO Bank N.V. were transferred to ABN
AMRO Group N.V., a holding company for the interests of
the Dutch State. This marked a substantial completion of the
restructuring of the activities of ABN AMRO Holding N.V.
in accordance with the agreement between RBSG, the Dutch
State and Santander (the "Consortium Members"). RBS
Holdings N.V. has one direct subsidiary, RBS N.V., a fully
operational bank within the Group, which is independently
rated and regulated by the Dutch Central Bank.
On 31 December 2010, the share capital of RFS Holdings
was amended, such that approximately 98 per cent. of RFS
Holdings' issued share capital is now held by RBSG, with
the remainder being held by Santander and the Dutch State.
Ultimately it is expected that RFS Holdings will become a
wholly-owned subsidiary of RBSG.
Risk Factors:
Risks Relating to the Issuer
Certain factors may affect the Issuer's ability to fulfil its
9


obligations under the Securities, including:
RBSG and its United Kingdom bank subsidiaries may
face the risk of full nationalisation or other resolution
procedures under the Banking Act 2009.
The Group's businesses, earnings and financial
condition have been and will continue to be affected by
the global economy and instability in the global
financial markets.
The Group is subject to a variety of risks as a result of
implementing the State Aid restructuring plan and is
prohibited from making discretionary dividend or
coupon payments on existing hybrid capital instruments
(including preference shares and B Shares) which may
impair the Group's ability to raise new Tier 1 capital.
The Group's ability to implement its strategic plan
depends on the success of the Group's refocus on its
core strengths and its balance sheet reduction
programme.
Lack of liquidity is a risk to the Group's business and its
ability to access sources of liquidity has been, and will
continue to be, constrained.
The financial performance of the Group has been
materially affected by deteriorations in borrower credit
quality and it may continue to be impacted by any
further deteriorations including as a result of prevailing
economic and market conditions, and legal and
regulatory developments.
The actual or perceived failure or worsening credit of
the Group's counterparties has adversely affected and
could continue to adversely affect the Group.
The Group's earnings and financial condition have been,
and its future earnings and financial condition may
continue to be, materially affected by depressed asset
10


Document Outline