|
Free
Writing Prospectus dated October 14, 2009
(to
Prospectus, dated September 30, 2009 and
Prospectus
Supplement, dated October 14, 2009)
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Filed
Pursuant to Rule 433
Registration
Statement No. 333-162219
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TERMS
AND CONDITIONS
USD
1,500,000,000 6.40% Senior Notes due October 21, 2019
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Issuer
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The
Royal Bank of Scotland Group plc
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|
Issuer
Ratings
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A1
/ A / AA- (Moody’s / S&P / Fitch)
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Ranking
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Senior
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Principal
Amount
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USD
1,500,000,000
|
|
Price
to the Public
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99.891%
|
|
Redemption
Price
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100.0000%
of principal amount of the relevant Note
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|
Specified
Currency
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USD
|
|
Trade
Date
|
October
14, 2009
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|
Settlement
Date
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October
21, 2009, in accordance with DTC’s procedures (T+5)
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|
Maturity
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October
21, 2019
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|
Call
Option
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No
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Benchmark
|
T
3.625% due August 15, 2019
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Benchmark
Yield
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3.415%
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Re-Offer
Yield
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6.415%
(semi-annual)
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Re-Offer
Spread to UST
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T+300
bps
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Coupon
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6.40%
(semi-annual)
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Day
Count Convention
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30/360
unadjusted
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Bookrunner
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RBS
Securities Inc.
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Co-Managers
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BB&T
Capital Markets, a division of Scott
& Stringfellow, LLC
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BNY
Mellon Capital Markets, LLC
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|
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Citigroup
Global Markets Inc.
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|
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Goldman,
Sachs & Co.
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|
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J.P.
Morgan Securities Inc.
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|
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SunTrust
Robinson Humphrey, Inc.
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|
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U.S.
Bancorp Investments, Inc.
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Wells
Fargo Securities, LLC
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|
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Underwriting
Discount
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0.450%
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Interest
Payment Period
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Semi-Annual
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Interest
Payment Date(s)
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On
the 21st day
of each April and October commencing April 21,
2010
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|
Format
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SEC-Registered
|
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Denominations
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USD
$100,000 and integral multiples of USD $1,000 in excess
thereof
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Listing
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We
intend to apply to list the Senior Notes on the London Stock
Exchange
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Clearing
and Settlement
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DTC
and Euroclear/Clearstream
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CUSIP
/ ISIN
|
780097AW1
/ US780097AW11
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The
security ratings above are not a recommendation to buy, sell or hold the
securities offered hereby. The ratings may be subject to revision or withdrawal
at any time by Moody’s, S&P or Fitch.
The issuer has filed
a registration statement (including a base prospectus) with the SEC for the
offering to which this free writing prospectus relates. Before you invest in
this offering, you should read the base prospectus in that registration
statement and other documents the issuer has filed with the SEC for more
complete information about the issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, RBS Securities Inc. will arrange to send you the base prospectus
at no charge if you request it by calling 1-866-884-2071.
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