RBS 2007 Annual Report Download - page 241

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RBS Group • Annual Report and Accounts 2007
Shareholder information
Trading market
Non-cumulative dollar preference shares
On 26 March 1997, 8 February 1999, 30 September 2004, 26 August 2004, 19 May 2005, 9 November 2005,
25 May 2006, 27 December 2006, 28 June 2007, 27 September 2007 and 4 October 2007 the company issued the following
American Depositary Shares (“ADSs”) representing non-cumulative dollar preference shares of the company, in the United States,
which were outstanding at 31 December 2007:
8,000,000 Series F (“Series F ADSs”) representing 8,000,000 non-cumulative dollar preference shares, Series F;
12,000,000 Series H (“Series H ADSs”) representing 12,000,000 non-cumulative dollar preference shares, Series H;
34,000,000 Series L (“Series L ADSs”) representing 34,000,000 non-cumulative dollar preference shares, Series L;
37,000,000 Series M (“Series M ADSs”) representing 37,000,000 non-cumulative dollar preference shares, Series M;
40,000,000 Series N (“Series N ADSs”) representing 40,000,000 non-cumulative dollar preference shares, Series N;
22,000,000 Series P (“Series P ADSs”) representing 22,000,000 non-cumulative dollar preference shares, Series P;
27,000,000 Series Q (“Series Q ADSs”) representing 27,000,000 non-cumulative dollar preference shares, Series Q;
26,000,000 Series R (“Series R ADSs”) representing 26,000,000 non-cumulative dollar preference shares, Series R;
38,000,000 Series S (“Series S ADSs”) representing 38,000,000 non-cumulative dollar preference shares, Series S;
64,000,000 Series T (“Series T ADSs”) representing 64,000,000 non-cumulative dollar preference shares, Series T; and
15,000 Series U (“Series U ADSs”) representing 15,000 non-cumulative dollar preference shares, Series U.
Each of the respective ADSs set out above represents the right
to receive one corresponding preference share, and is
evidenced by an American Depositary Receipt (“ADR”) and is
listed on the New York Stock Exchange, a subsidiary of NYSE
Euronext (“NYSE”).
The ADRs evidencing the ADSs above were issued pursuant to
Deposit Agreements, among the company, The Bank of New
York, as depository, and all holders from time-to-time of ADRs
issued thereunder. Currently, there is no non-United States
trading market for any of the non-cumulative dollar preference
shares. All of the non-cumulative dollar preference shares are
held by the depository, as custodian, in bearer form.
In January 2007, the company redeemed the 8 million Series E
non-cumulative preference shares of US$0.01 each, the 10
million Series G non-cumulative preference shares of US$0.01
each and the 16 million Series K non-cumulative preference
shares of US$0.01 each.
At 31 December 2007, there were 100 registered shareholders
of Series F ADSs, 63 registered shareholders of Series H
ADSs, 25 registered shareholders of Series L ADSs, 1
registered shareholder of Series M ADSs, 47 registered
shareholders of Series N ADSs, 55 registered shareholders of
Series P ADSs, 17 registered shareholders of Series Q ADSs,
1 registered shareholder of Series R ADSs, 1 registered
shareholder of Series S ADSs, 23 registered shareholders of
Series T ADSs and 1 registered shareholder of Series U ADSs.
PROs
On 20 August 2001, the company issued US$1.2 billion of
perpetual regulatory tier one securities (‘PROs’) in connection
with a public offering in the United States. The PROs are listed
on the NYSE.
ADSs representing ordinary shares
On 17 October 2007, the company listed ADSs, each
representing one ordinary share, nominal value 25p each (or a
right to receive one ordinary share), and evidenced by an ADR
or uncertificated securities, on the NYSE. On the same day,
trading commenced on a ‘when issued’ basis and on 18
October 2007, regular trading commenced. As of 31
December 2007, 62.9 million ADSs were outstanding. The
ADSs were issued in connection with the company’s bid for the
outstanding share capital of ABN AMRO Holding N.V.
The ADSs described in the above paragraph were issued
pursuant to a Deposit Agreement, among the company, The
Bank of New York Mellon, as depositary, and all owners and
holders from time to time of ADSs issued thereunder. The
ordinary shares of the company are listed and traded on the
London Stock Exchange. All ordinary shares are deposited
with the principal London office of The Bank of New York
Mellon, as custodian for the depositary.