RBS 2011 Annual Report Download - page 470

468 RBS Group 2011
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 Series of American Depository Shares (ADSs) representing non-
cumulative dollar preference shares of the company, in the United States, of which the following were outstanding at 31 December 2011:
6,255,408 Series F ("Series F ADSs") representing 6,255,408 non-cumulative dollar preference shares, Series F;
9,687,654 Series H ("Series H ADSs") representing 9,687,654 non-cumulative dollar preference shares, Series H;
30,027,877 Series L ("Series L ADSs") representing 30,027,877 non-cumulative dollar preference shares, Series L;
23,125,869 Series M (“Series M ADSs”) representing 23,125,869 non-cumulative dollar preference shares, Series M;
22,113,160 Series N ("Series N ADSs") representing 22,113,160 non-cumulative dollar preference shares, Series N;
9,883,307 Series P ("Series P ADSs") representing 9,883,307 non-cumulative dollar preference shares, Series P;
20,646,938 Series Q ("Series Q ADSs") representing 20,646,938 non-cumulative dollar preference shares, Series Q;
10,163,932 Series R ("Series R ADSs") representing 10,163,932 non-cumulative dollar preference shares, Series R;
26,449,040 Series S ("Series S ADSs") representing 26,449,040 non-cumulative dollar preference shares, Series S;
51,245,839 Series T ("Series T ADSs") representing 51,245,839 non-cumulative dollar preference shares, Series T; and
10,130 Series U ("Series U ADSs") representing 10,130 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,
asubsidiary 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 May 2010, the Group redeemed certain subordinated debt securities
and equity preference shares in exchange for cash or senior debt,
resulting in the number of securities in issue reducing to the amounts
shown above.
At 31 December 2011, there were 69 registered shareholders of Series F
ADSs, 41 registered shareholders of Series H ADSs, 23 registered
shareholders of Series L ADSs, 7 registered shareholders of Series M
ADSs, 20 registered shareholders of Series N ADSs, 27 registered
shareholders of Series P ADSs, 13 registered shareholders of Series Q
ADSs, 3 registered shareholders of Series R ADSs, 1 registered
shareholder of Series S ADSs, 16 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 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 at 31 December 2011, 14.8 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.
Shareholder information continued