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Published on 7/29/2014 in the Prospect News Liability Management Daily.

RBS solicits consents from holders of several series of covered bonds

By Jennifer Chiou

New York, July 29 – The Royal Bank of Scotland plc, along with RBS Covered Bonds LLP, said it is soliciting consents from holders of the following covered bond series:

• €1.5 billion of 3% series 2 covered bonds due September 2015;

• €2 billion of 3.875% series 3 covered bonds due October 2020;

• €1 billion of 4.125% series 4 covered bonds due January 2018;

• €2 billion of 4% series 5 covered bonds due March 2016;

• €2 billion of 2.5% series 6 covered bonds due September 2014;

• €750 million of 3.375% series 7 covered bonds due November 2016; and

• £1 billion of 5.125% series 8 covered bonds due January 2024.

A meeting will be held in London on Aug. 20 to consider the extraordinary resolution.

The final voting deadline is 6 a.m. ET on Aug. 18.

According to a filing with the London Stock Exchange, the company’s long-term unsecured and unsubordinated debt obligations were downgraded on March 13 to Baa1 from A3 by Moody's Investors Services.

As a result of the downgrade, in order for RBS to remain as swap provider for the interest rate swap agreement and the RBS Covered Bond swap agreement, it had to take remedial action such as obtaining a guarantee of its obligations, a novation of its obligations to an alternative swap counterparty or another action that will not adversely affect the rating of the covered bonds.

The company has decided to seek the consent of the covered bondholders to amend the swap agreements in order to ensure that it can continue to act as swap provider and implement the revised Moody's criteria, including lowering certain Moody's collateral and transfer triggers.

The dealer manager is RBS (attn.: liability management group, liabilitymanagement@rbs.com or 44 20 7085 8056/3781). The tabulation agent is Citibank NA, London Branch (attn.: exchange team - agency & trust, exchange.gats@citi.com or 44 20 7508 3867).

The financial services company is based in Edinburgh.


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