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20-F/A Filing
NatWest (NWG) 20-F/A2008 FY Annual report (foreign) (amended)
Filed: 8 Sep 09, 12:00am
(Mark One) | ||
o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | ||
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2008 | ||
OR | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | ||
o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class | Name of each exchange on which registered | |
American Depositary Shares, each representing 20 ordinary shares, nominal value £0.25 per share | New York Stock Exchange | |
Ordinary shares, nominal value £0.25 per share | New York Stock Exchange* | |
American Depositary Shares Series F, H, L, M, N, P, Q, R, S, T and U each representing one Non-Cumulative Dollar Preference Share, Series F, H, L, M, N, P, Q, R, S, T and U respectively | New York Stock Exchange | |
Dollar Perpetual Regulatory tier one securities, Series 1 | New York Stock Exchange |
Ordinary shares of 25 pence each | 39,456,004,899 | Non-cumulative dollar preference shares, Series F, H and L to U | 308,015,000 | ||
Non-voting Deferred Shares | 2,660,556,304 | Non-cumulative convertible dollar preference shares, Series 1 | 1,000,000 | ||
11% cumulative preference shares | 500,000 | Non-cumulative euro preference shares, Series 1 to 3 | 2,526,000 | ||
5½% cumulative preference shares | 400,000 | Non-cumulative convertible sterling preference shares, Series 1 | 200,000 | ||
Non-cumulative sterling preference shares, Series 1 and 2 | 5,750,000 |
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o |
Exhibit Number | Description | |
1.1† | Memorandum and Articles of Association of The Royal Bank of Scotland Group plc | |
2.1 | Form of Deposit Agreement among The Royal Bank of Scotland Group plc, The Bank of New York as Depositary, and all Owners and Holders from time to time of American Depositary Receipts issued thereunder, incorporated by reference to Exhibit 1 to the Registration Statement on Form F-6 (Registration No. 333-144756) (filed on 20 July 2007) | |
2.2 | Form of American Depositary Receipt for ordinary shares of the par value of £0.25 each incorporated by reference to Exhibit A of Exhibit 1 to the Registration Statement on Form F-6 (Registration No. 333-144756) (filed on 20 July 2007) | |
2.3 | Letter dated May 12, 2008 from The Bank of New York Mellon as Depository to The Royal Bank of Scotland Group plc relating to the Prerelease of American Depository Receipts, incorporated by reference to Exhibit 2.3 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2007 (File No. 1-10306) | |
4.1† | Service agreement for Stephen Hester | |
4.2† | Service agreement amendment for Stephen Hester | |
4.3** | Service contract for Gordon Pell | |
4.4** | Service contract for Guy Whittaker | |
4.5*** | Form of Deed of Indemnity for Directors | |
4.6 | Consortium and Shareholders' Agreement, dated 28 May 2007, among The Royal Bank of Scotland Group plc, Banco Santander Central Hispano, S.A., Fortis N.V., Fortis SA/NV and RFS Holdings B.V. incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-4 (Registration No. 333-144752) (filed on July 20, 2007) | |
4.7† | Supplemental Consortium and Shareholders' Agreement dated 17 September 2007, supplementing the Consortium and Shareholders' Agreement dated 28 May 2007, among The Royal Bank of Scotland Group plc, Banco Santander, S.A., Fortis N.V., Fortis SA/NV and RFS Holdings B.V. incorporated by reference to Exhibit 99.(A)(5)(XXVI) to Amendment No. 9 to the Tender Offer Statement on Schedule TO filed on 18 September 2007 |
4.8† | Amendment Agreement dated August 2008, relating to the Consortium and Shareholders' Agreement dated 28 May 2007, among The Royal Bank of Scotland Group plc, Banco Santander, S.A., Fortis N.V., Fortis SA/NV and, by accession, Fortis Nederland (Holding) N.V., and RFS Holdings B.V. (as supplemented and amended by a Supplemental Consortium and Shareholders’ Agreement dated 17 September 2007) | |
4.9† | Deed of Accession dated December 2008 among The Royal Bank of Scotland Group plc, Banco Santander, S.A., Fortis Bank Nederland (Holding) N.V., The State of the Netherlands and RFS Holdings B.V. | |
4.10 | Letter dated 28 May 2007 from Merrill Lynch International to The Royal Bank of Scotland plc incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-4 (Registration No. 333-144752) (filed on July 20, 2007) | |
4.11 | Purchase and Sale Agreement dated 22 April 2007 among ABN Amro Bank N.V. and Bank of America Corporation incorporated by reference to the Form 6-K filed by ABN Amro Holdings N.V. (Registration No. 001-14624) (filed on April 24, 2007) | |
4.12† | Underwriting Agreement dated 22 April 2008 among The Royal Bank of Scotland Group plc, Goldman Sachs International, Merrill Lynch International, UBS Limited and The Royal Bank of Scotland plc | |
4.13† | Share Purchase Agreement dated 13 June 2008 among The Royal Bank of Scotland Group plc and Willow Bidco Limited | |
4.14† | Share Purchase Agreement dated 28 July 2008 among The Royal Bank of Scotland Group plc and Tesco plc relating to the sale and purchase of part of the issued share capital of Tesco Personal Finance Group Limited |
Exhibit Number | Description |
4.15† | Placing and Open Offer Agreement dated 13 October 2008 among The Royal Bank of Scotland Group plc, UBS Limited, Merrill Lynch International and The Commissioners of Her Majesty’s Treasury | |
4.16† | Preference Share Acquisition Agreement dated 13 October 2008 among The Commissioners of Her Majesty’s Treasury, The Royal Bank of Scotland Group plc and UBS Limited | |
4.17† | Amendment Agreement dated 13 October 2008 among The Royal Bank of Scotland Group plc, UBS Limited, Merrill Lynch International and The Commissioners of Her Majesty’s Treasury | |
4.18† | First Subscription and Transfer Agreement dated 4 November 2008 among UBS Limited, Merrill Lynch International, Encuentro Limited and The Royal Bank of Scotland Group plc | |
4.19† | Second Subscription and Transfer Agreement dated 4 November 2008 among UBS Limited, Merrill Lynch International, Encuentro Limited and The Royal Bank of Scotland Group plc | |
4.20† | Amendment Deed dated 28 November 2009 among UBS Limited, Merrill Lynch International, Encuentro Limited and The Royal Bank of Scotland Group plc | |
4.21† | Second Placing and Open Offer Agreement dated 19 January 2009 among The Royal Bank of Scotland Group plc, UBS Limited, Merrill Lynch International and The Commissioners of Her Majesty’s Treasury | |
4.22† | Pre-accession Commitments Deed poll dated 26 February 2009 by The Royal Bank of Scotland plc | |
4.23* | Lending Commitments Deed poll dated 26 February 2009 by The Royal Bank of Scotland plc | |
7.1† | Explanation of ratio calculations | |
8.1† | Principal subsidiaries of The Royal Bank of Scotland Group plc |
12.1**** | CEO certification required by Rule 13a-14(a) | |
12.2**** | CFO certification required by Rule 13a-14(a) | |
13.1† | Certification required by Rule 13a-14(b) | |
15.1† | Consent of independent registered public accounting firm |
* | Confidential treatment has been requested. Confidential materials have been redacted and separately filed with the SEC. |
** | Previously filed and incorporated by reference to Exhibits 4.4 and 4.6, respectively to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2005 (file No. 1-10306). |
*** | Previously filed and incorporated by reference to Exhibit 4.11 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2006 (File No. 1-10306) except that the sentence “PROVIDED THAT this Indemnity is given subject to the provisions of Section 309A Company Act 1985” has been replaced with “PROVIDED THAT this Indemnity is given subject to the provisions of Section 234 Companies Act 2001”. |
**** | Filed herewith. |
† | Incorporated by reference to exhibits filed with the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2008 (File No. 1-10306). |
Exhibit Number | Description | |
1.1† | Memorandum and Articles of Association of The Royal Bank of Scotland Group plc | |
2.1 | Form of Deposit Agreement among The Royal Bank of Scotland Group plc, The Bank of New York as Depositary, and all Owners and Holders from time to time of American Depositary Receipts issued thereunder, incorporated by reference to Exhibit 1 to the Registration Statement on Form F-6 (Registration No. 333-144756) (filed on 20 July 2007) | |
2.2 | Form of American Depositary Receipt for ordinary shares of the par value of £0.25 each incorporated by reference to Exhibit A of Exhibit 1 to the Registration Statement on Form F-6 (Registration No. 333-144756) (filed on 20 July 2007) | |
2.3 | Letter dated May 12, 2008 from The Bank of New York Mellon as Depository to The Royal Bank of Scotland Group plc relating to the Prerelease of American Depository Receipts, incorporated by reference to Exhibit 2.3 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2007 (File No. 1-10306) | |
4.1† | Service agreement for Stephen Hester | |
4.2† | Service agreement amendment for Stephen Hester | |
4.3** | Service contract for Gordon Pell | |
4.4** | Service contract for Guy Whittaker | |
4.5*** | Form of Deed of Indemnity for Directors | |
4.6 | Consortium and Shareholders' Agreement, dated 28 May 2007, among The Royal Bank of Scotland Group plc, Banco Santander Central Hispano, S.A., Fortis N.V., Fortis SA/NV and RFS Holdings B.V. incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-4 (Registration No. 333-144752) (filed on July 20, 2007) | |
4.7† | Supplemental Consortium and Shareholders' Agreement dated 17 September 2007, supplementing the Consortium and Shareholders' Agreement dated 28 May 2007, among The Royal Bank of Scotland Group plc, Banco Santander, S.A., Fortis N.V., Fortis SA/NV and RFS Holdings B.V. incorporated by reference to Exhibit 99.(A)(5)(XXVI) to Amendment No. 9 to the Tender Offer Statement on Schedule TO filed on 18 September 2007 |
4.8† | Amendment Agreement dated August 2008, relating to the Consortium and Shareholders' Agreement dated 28 May 2007, among The Royal Bank of Scotland Group plc, Banco Santander, S.A., Fortis N.V., Fortis SA/NV and, by accession, Fortis Nederland (Holding) N.V., and RFS Holdings B.V. (as supplemented and amended by a Supplemental Consortium and Shareholders’ Agreement dated 17 September 2007) | |
4.9† | Deed of Accession dated December 2008 among The Royal Bank of Scotland Group plc, Banco Santander, S.A., Fortis Bank Nederland (Holding) N.V., The State of the Netherlands and RFS Holdings B.V. | |
4.10 | Letter dated 28 May 2007 from Merrill Lynch International to The Royal Bank of Scotland plc incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-4 (Registration No. 333-144752) (filed on July 20, 2007) | |
4.11 | Purchase and Sale Agreement dated 22 April 2007 among ABN Amro Bank N.V. and Bank of America Corporation incorporated by reference to the Form 6-K filed by ABN Amro Holdings N.V. (Registration No. 001-14624) (filed on April 24, 2007) | |
4.12† | Underwriting Agreement dated 22 April 2008 among The Royal Bank of Scotland Group plc, Goldman Sachs International, Merrill Lynch International, UBS Limited and The Royal Bank of Scotland plc | |
4.13† | Share Purchase Agreement dated 13 June 2008 among The Royal Bank of Scotland Group plc and Willow Bidco Limited | |
4.14† | Share Purchase Agreement dated 28 July 2008 among The Royal Bank of Scotland Group plc and Tesco plc relating to the sale and purchase of part of the issued share capital of Tesco Personal Finance Group Limited |
Exhibit Number | Description |
4.15† | Placing and Open Offer Agreement dated 13 October 2008 among The Royal Bank of Scotland Group plc, UBS Limited, Merrill Lynch International and The Commissioners of Her Majesty’s Treasury | |
4.16† | Preference Share Acquisition Agreement dated 13 October 2008 among The Commissioners of Her Majesty’s Treasury, The Royal Bank of Scotland Group plc and UBS Limited | |
4.17† | Amendment Agreement dated 13 October 2008 among The Royal Bank of Scotland Group plc, UBS Limited, Merrill Lynch International and The Commissioners of Her Majesty’s Treasury | |
4.18† | First Subscription and Transfer Agreement dated 4 November 2008 among UBS Limited, Merrill Lynch International, Encuentro Limited and The Royal Bank of Scotland Group plc | |
4.19† | Second Subscription and Transfer Agreement dated 4 November 2008 among UBS Limited, Merrill Lynch International, Encuentro Limited and The Royal Bank of Scotland Group plc | |
4.20† | Amendment Deed dated 28 November 2009 among UBS Limited, Merrill Lynch International, Encuentro Limited and The Royal Bank of Scotland Group plc | |
4.21† | Second Placing and Open Offer Agreement dated 19 January 2009 among The Royal Bank of Scotland Group plc, UBS Limited, Merrill Lynch International and The Commissioners of Her Majesty’s Treasury | |
4.22† | Pre-accession Commitments Deed poll dated 26 February 2009 by The Royal Bank of Scotland plc | |
4.23* | Lending Commitments Deed poll dated 26 February 2009 by The Royal Bank of Scotland plc | |
7.1† | Explanation of ratio calculations | |
8.1† | Principal subsidiaries of The Royal Bank of Scotland Group plc |
12.1**** | CEO certification required by Rule 13a-14(a) | |
12.2**** | CFO certification required by Rule 13a-14(a) | |
13.1† | Certification required by Rule 13a-14(b) | |
15.1† | Consent of independent registered public accounting firm |
* | Confidential treatment has been requested. Confidential materials have been redacted and separately filed with the SEC. |
** | Previously filed and incorporated by reference to Exhibits 4.4 and 4.6, respectively to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2005 (file No. 1-10306). |
*** | Previously filed and incorporated by reference to Exhibit 4.11 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2006 (File No. 1-10306) except that the sentence “PROVIDED THAT this Indemnity is given subject to the provisions of Section 309A Company Act 1985” has been replaced with “PROVIDED THAT this Indemnity is given subject to the provisions of Section 234 Companies Act 2001”. |
**** | Filed herewith. |
† | Incorporated by reference to exhibits filed with the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2008 (File No. 1-10306). |