RBS 2009 Annual Report Download - page 329

327RBS Group Annual Report and Accounts 2009
Financial statements
Notes on the accounts
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.
(2) The whole of each series of preference share is issued or redeemed at the same time.
In the event that the non-cumulative convertible preference shares are
not redeemed on or before the redemption date, the holder may convert
them into ordinary shares in the company at the prevailing market price.
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. 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.
The Group has undertaken that, unless otherwise agreed with the
European Commission, neither the company nor any of its direct or
indirect subsidiaries (excluding companies in the ABN AMRO Group) will
pay external investors any dividends or coupons on existing hybrid
capital instruments (including preference shares, B shares and upper
and lower tier 2 instruments) from a date starting not later than 30 April
2010 and for a period of two years thereafter ("the deferral period"), or
exercise any call rights in relation to these capital instruments between
24 November 2009 and the end of the deferral period, unless there is a
legal obligation to do so. Hybrid capital instruments issued after 24
November 2009 will generally not be subject to the restriction on
dividend or coupon payments or call options.