RBS 2008 Annual Report Download - page 289

RBS Group Annual Report and Accounts 2008288
Shareholder information continued
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 Depository Shares (ADSs) representing non-
cumulative dollar preference shares of the company, in the United States, which were outstanding at 31 December 2008:
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 Depository 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.
At 31 December 2008, there were 106 registered shareholders of
Series F ADSs, 68 registered shareholders of Series H ADSs, 30
registered shareholders of Series L ADSs, 7 registered shareholders of
Series M ADSs, 39 registered shareholders of Series N ADSs, 50
registered shareholders of Series P ADSs, 15 registered shareholders
of Series Q ADSs, 2 registered shareholders of Series R ADSs, 3
registered shareholders of Series S ADSs, 29 registered shareholders
of Series T ADSs and 1 registered shareholder of Series U ADSs.
PROs
In 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
In 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. With effect from 7 November 2008, the ratio of one ADS
representing one ordinary share changed to one ADS representing 20
ordinary shares. As of 31 December 2008, 12.9 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 Depository, 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 Depository.