RBS 2011 Annual Report Download - page 447

RBS Group 2011 445
Description of property and equipment
The Group operates from a number of locations worldwide, principally in
the UK. At 31 December 2011, the Royal Bank and NatWest had 627 and
1,493 retail branches, respectively, in the UK. Ulster Bank has a foot print
of 236 branches and an extensive network of business banking offices
across Northern Ireland and the Republic of Ireland. US Retail &
Commercial had 1,519 retail banking offices (including in-store branches)
covering Connecticut, Delaware, Illinois, Massachusetts, Michigan, New
Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island
and Vermont. A substantial majority of the UK branches are owned by the
Royal Bank, NatWest and their subsidiaries or are held under leases with
unexpired terms of over 50 years. The Group's principal properties
include its headquarters at Gogarburn, Edinburgh, its principal offices in
London at 135 and 280 Bishopsgate and the Drummond House
administration centre located at South Gyle, Edinburgh.
Total capital expenditure on premises (excluding investment properties),
computers and other equipment in the year ended 31 December 2011
was £820 million (2010 - £656 million; 2009 - £1,215 million).
Major shareholders
In December 2008, The Solicitor for the Affairs of Her Majesty's Treasury
(HM Treasury) acquired 22,854 million ordinary shares representing
57.9% of the company's issued ordinary share capital. During 2009, HM
Treasury acquired a further 16,791 million ordinary shares raising their
holding to 70.3% of the company's issued ordinary share capital.
In December 2009, HM Treasury acquired 51 billion B shares in the
company representing the entire issued B share capital. At 31 December
2011, HM Treasury’s holding in the company’s ordinary shares was
66.9%.
Other than detailed above, there have been no significant changes in the
percentage ownership of major shareholders of the company's ordinary,
Band preference shares during the three years ended 22 February 2012.
All shareholders within a class of the company's shares have the same
voting rights.
At 22 February 2012, the directors of the company had options to
purchase a total of 10,455,306 ordinary shares of the company.
As at 31 December 2011, almost all of the company's US$ denominated
preference shares and American Depository Shares representing
ordinary shares were held by shareholders registered in the US. All other
shares were predominantly held by shareholders registered outside the
US.
Material contracts
The company and its subsidiaries are party to various contracts in the
ordinary course of business. Material contracts include the following:
Consortium and Shareholders Agreement (CSA)
On 28 May 2007, Fortis Bank Nederland, the company, Santander and
RFS Holdings entered into the CSA. Fortis Bank Nederland acceded to
the CSA on 26 July 2007. On 3 October 2008, the Dutch State acquired
Fortis Bank Nederland. On 24 December 2008 the Dutch State acceded
to the CSA following its acquisition of the shares held by Fortis Bank
Nederland in RFS Holdings pursuant to a Deed of Accession entered into
between RFS Holdings, the company, Fortis Bank Nederland, Santander
and the Dutch State. On 1 April 2010 the CSA was restated. It was the
subject of a further amendment on 18 July 2011. The CSA (as amended
and restated) governs the relationships amongst the parties thereto in
relation to the acquisition by RFS Holdings of ABN AMRO (now RBS
Holdings N.V.). The CSA (as amended and restated) details, inter alia,
the equity interests in RFS Holdings, the governance of RFS Holdings,
the arrangements for the transfer of certain ABN AMRO businesses,
assets and liabilities to the Dutch State (previously Fortis Bank
Nederland), the company and Santander, further funding obligations of
the Dutch State, the company and Santander where funding is required
by regulatory authorities in connection with the ABN AMRO businesses,
the allocation of taxes and conduct of tax affairs and the steps that the
Dutch State, the company and Santander expect to take to enable the
company to become the sole shareholder of RFS Holdings.
Second Placing and Open Offer Agreement
Pursuant to a placing and open offer agreement dated 19 January 2009
entered into between the company, UBS, Merrill Lynch International and
HM Treasury, (i) the company agreed to invite qualifying shareholders to
apply to subscribe for new shares at the issue price of 31.75 pence per
new share by way of the Second Open Offer, (ii) UBS and Merrill Lynch
International were appointed as joint sponsors, joint bookrunners and
joint placing agents and agreed to use reasonable endeavours to procure
placees to subscribe for the new shares on such terms as may be agreed
by the company and HM Treasury at not less than the issue price of
31.75 pence per new share on the basis that the new shares placed will
be subject to clawback to the extent they are taken up under the Second
Open Offer and (iii) HM Treasury agreed that, to the extent not placed or
taken up under the Second Open Offer and subject to the terms and
conditions set out in the Second Placing and Open Offer Agreement, HM
Treasury would subscribe for such new shares itself at the issue price of
31.75 pence per new share.