RBS 2004 Annual Report Download - page 171

section
03
169
Annual Report and Accounts 2004
Notes on the accounts
Financial
statements
Non-cumulative preference shares
Non-cumulative preference shares entitle the holders thereof to receive periodic non-cumulative cash dividends at specified fixed rates
for each Series payable out of distributable profits of the company.
The non-cumulative preference shares are redeemable at the option of the company, in whole or in part from time to time at the rates
detailed below plus dividends otherwise payable for the then current dividend period accrued to the date of redemption.
Number Redemption Redemption
of shares date on price
Class of preference share Series in issue or after per share
Non-cumulative preference shares of US$0.01 Series D 7 million 14 September 2005 US$25.00
Series E 8 million 17 October 2006 US$25.00
Series F 8 million 31 March 2007 US$25.00
Series G 10 million 31 March 2003 US$25.00
Series H 12 million 31 March 2004 US$25.00
Series I 12 million 30 September 2004 US$25.00
Series J 9 million 31 December 2004 US$25.00
Series K 16 million 30 June 2006 US$25.00
Series L 34 million 30 September 2009 US$25.00
Series M 37 million 30 September 2009 US$25.00
Non-cumulative convertible preference shares of US$0.01 Series 1 1 million 31 March 2010 US$1,000
Series 2 0.5 million 31 March 2005 US$1,000
Series 3 0.4 million 31 December 2005 US$1,000
Non-cumulative convertible preference shares of 0.01 Series 1 0.75 million 31 March 2005 1,000
Non-cumulative preference shares of 0.01 Series 1 1.25 million 31 December 2009 1,000
Non-cumulative convertible preference shares of £0.01 Series 1 0.2 million 31 December 2010 £1,000
In the event that the non-cumulative convertible preference
shares are not redeemed on or before the redemption date, the
holder may convert the non-cumulative convertible preference
shares into ordinary shares in the company.
Under existing arrangements, no redemption or purchase of
any non-cumulative preference shares may be made by the
company without the prior consent of the UK Financial
Services Authority.
On a winding-up or liquidation of the company, the holders of
the non-cumulative preference shares will be entitled to
receive, out of any surplus assets available for distribution to
the company’s shareholders (after payment of arrears of
dividends on the cumulative preference shares up to the date
of repayment) pari passu with the cumulative preference
shares, the non-cumulative sterling preference shares and all
other shares of the company ranking pari passu with the non-
cumulative preference shares as regards participation in the
surplus assets of the company, a liquidation distribution of
US$25 per non-cumulative preference share of US$0.01,
US$1,000 per non-cumulative convertible preference share of
US$0.01, 1,000 per non-cumulative convertible preference
share of 0.01 and £1,000 per non-cumulative convertible
preference share of £0.01, together with an amount equal to
dividends for the then current dividend period accrued to the
date of payment, before any distribution or payment may be
made to holders of the ordinary shares as regards
participation in the surplus assets of the company.
Except as described above, the holders of the non-cumulative
preference shares have no right to participate in the surplus
assets of the company.
Holders of the non-cumulative preference shares are not
entitled to receive notice of or attend general meetings of the
company except if any resolution is proposed for adoption by
the shareholders of the company to vary or abrogate any of
the rights attaching to the non-cumulative preference shares or
proposing the winding-up or liquidation of the company. In any
such case, they are entitled to receive notice of and to attend
the general meeting of shareholders at which such resolution
is to be proposed and will be entitled to speak and vote on
such resolution (but not on any other resolution). In addition, in
the event that, prior to any general meeting of shareholders,
the company has failed to pay in full the three most recent
quarterly dividend payments due on the non-cumulative dollar
preference shares, the two most recent semi-annual dividend
payments due on the non-cumulative convertible dollar
preference shares and the most recent annual dividend
payments due on the non-cumulative convertible euro
preference shares and on the non-cumulative convertible
sterling preference shares, the holders shall be entitled to
receive notice of, attend, speak and vote at such meeting on all
matters together with the holders of the ordinary shares, and in
these circumstances only, the rights of the holders of the non-
cumulative preference shares so to vote shall continue until the
company shall have resumed the payment in full of the
dividends in arrears.