RBS 2006 Annual Report Download - page 176
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Please find page 176 of the 2006 RBS annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.RBS Group • Annual Report and Accounts 2006 175
Financial statements
Number Redemption Redemption
of shares Interest date on price Debt or
Class of preference share in issue rate or after per share equity (1)
Non-cumulative preference shares of US$0.01
Series E(2) 8 million 8.1% 17 October 2006 US$25 Debt
Series F 8 million 7.65% 31 March 2007 US$25 Debt
Series G(2) 10 million 7.4% 31 March 2003 US$25 Debt
Series H 12 million 7.25% 31 March 2004 US$25 Debt
Series K(2) 16 million 7.875% 30 June 2006 US$25 Debt
Series L 34 million 5.75% 30 September 2009 US$25 Debt
Series M 37 million 6.4% 30 September 2009 US$25 Equity
Series N 40 million 6.35% 30 June 2010 US$25 Equity
Series P 22 million 6.25% 31 December 2010 US$25 Equity
Series Q 27 million 6.75% 30 June 2011 US$25 Equity
Series R 26 million 6.125% 30 December 2011 US$25 Equity
Non-cumulative convertible preference shares of US$0.01
Series 1 1 million 9.118% 31 March 2010 US$1,000 Debt
Non-cumulative preference shares of 0.01
Series 1 1.25 million 5.5% 31 December 2009 1,000 Equity
Series 2 1.25 million 5.25% 30 June 2010 1,000 Equity
Non-cumulative convertible preference shares of £0.01
Series 1 0.2 million 7.387% 31 December 2010 £1,000 Debt
Notes:
(1) Those preference shares where the Group has an obligation to pay dividends are classified as debt; those where distributions are discretionary are classified as equity.
The conversion rights attaching to the convertible preference shares may result in the Group delivering a variable number of equity shares to preference shareholders; these
convertible preference shares are treated as debt.
(2) Redeemed in January 2007.
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 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 are 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 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.
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.