RBS 2007 Annual Report Download - page 181

RBS Group • Annual Report and Accounts 2007 179
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 F 8 million 7.65% 31 March 2007 US$25 Debt
Series H 12 million 7.25% 31 March 2004 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
Series S 38 million 6.6% 30 June 2012 US$25 Equity
Series T 64 million 7.25% 31 December 2012 US$25 Equity
Series U 15,000 7.64% 29 September 2017 US$100,000 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
Series 3 26,000 7.0916% 29 September 2017 50,000 Equity
Non-cumulative convertible preference shares of £0.01
Series 1 200,000 7.387% 31 December 2010 £1,000 Debt
Non-cumulative preference shares of £1
Series 1 750,000 8.162% 5 October 2012 £1,000 Equity
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.
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 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 per share equal to the
applicable redemption price detailed in the table above, 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 (other than Series U), the two most recent
semi-annual dividend payments due on the non-cumulative
convertible dollar preference shares and the most recent
dividend payments due on the non-cumulative euro preference
shares, the non-cumulative sterling preference shares, the
Series U non-cumulative dollar preference shares and 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
(subject to the terms of issue) 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.