UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO-I
(Amendment No. 1)
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
National Westminster Bank PLC
(Name of Subject Company (Issuer) and Filing Person (Offeror))
a wholly-owned subsidiary of
The Royal Bank of Scotland Group plc
American Depositary Shares, each representing one |
| 638539882 |
(Title of Classes of Securities) |
| (CUSIP Number of Class of Securities (Underlying Common Stock)) |
Miller McLean
Group General Counsel and Group Secretary
RBS Gogarburn
PO Box 1000
Edinburgh EH12 1HQ
United Kingdom
Tel: +44 (0) 131 523 2333
Fax: +44 (0) 131 626 3081
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
with a copy to
Jeffrey C. Cohen, Esq.
Tom B. Shropshire, Jr. , Esq.
Linklaters LLP
1345 Avenue of the Americas
New York, NY 10105
Tel: +1 (212) 903 9000
Fax: +1 (212) 903 9100
CALCULATION OF FILING FEE
Transaction Valuation (1) |
| Amount of Filing Fee (1)(2)(3) |
$232,992,000 |
| $16,612.33 |
(1) Estimated solely for purposes of determining the filing fee. Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, the Transaction Valuation was calculated assuming that a maximum of 10,800,000 of the outstanding American Depositary Shares, Series C, each representing one 7.760% Non-Cumulative Dollar Preference Share, Series C, issued by National Westminster Bank PLC are being purchased at a purchase price of $21.25 per American Depositary Share, plus accrued dividend, interest or other periodic distributions, resulting in an aggregate purchase price of $232,992,000. The aggregate purchase price for such American Depositary Shares was included as part of the transaction valuation calculation for the Schedule TO-I filed on April 6, 2010 by The Royal Bank of Scotland Group plc, and The Royal Bank of Scotland Group plc paid the filing fee related to such American Depositary Shares concurrently with the payment of its filing fee related to its own Schedule TO-I filed on April 6, 2010.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) and Fee Rate Advisory No. 5 for fiscal year 2010 issued by the Securities and Exchange Commission, equals $71.30 per million of the value of the transaction.
(3) Previously paid.
x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $16,612.33 |
| Filing Party: The Royal Bank of Scotland Group plc |
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Form or Registration No.: Schedule TO-I |
| Date Filed: April 6, 2010 |
o Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
o third-party tender offer subject to Rule 14d-1.
x issue tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
Unless otherwise defined herein, capitalized terms used in this Schedule TO-I shall have the meaning given to them in the Offer to Purchase, which is attached hereto as Exhibit 99.(a)(1)(A).
This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO-I (“Schedule TO-I”) hereby amends the Schedule TO-I filed with the U.S. Securities and Exchange Commission on April 6, 2010 by National Westminster Bank PLC (a public limited company incorporated in England and Wales under the Companies Acts 1948 to 1980 and registered with Registration No. 929027) (“NatWest”) in connection with NatWest’s offer to purchase for cash its American Depositary Shares, each representing one Non-Cumulative Dollar Preference Share of $25 each, Series C (the “Series C ADSs”), subject to the terms and conditions described in the Summary Term Sheet under Item 1 hereto. Such offer is described in the Offer to Purchase dated April 6, 2010 (the “Offer to Purchase”) and the accompanying letter of transmittal (the “Letter of Transmittal”). NatWest is offering to purchase the Series C ADSs at a Tender Offer Consideration of $25 per Security, plus Accrued Distributions (as defined in the Offer to Purchase), if any.
ITEMS 1, 4(a), 6(c), 7(a), 7(b), 7(d) and 11(b).
The response to the question “What is the market value of my Securities as of a recent date?” in the “Summary Term Sheet” on pages 4-5 of the Offer to Purchase is hereby amended and restated in its entirety to read as follows:
“On April 5, 2010, the last trading day before we publicly announced the Tender Offer, the last reported sales price of each of the Securities was as set forth below:
Securities Code |
| Acceptance |
| Title of Securities |
| Public Market |
| Sales Price as |
| Tender Offer Consideration(1) |
| |
ISIN: US7800977479 |
| 1 |
| Series R ADSs |
| New York Stock Exchange (the “NYSE”) |
| $12.65 |
| $14.00 per Security |
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ISIN: US7800977628 |
| 2 |
| Series P ADSs |
| NYSE |
| $12.73 |
| $14.00 per Security |
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ISIN: US7800977966 |
| 3 |
| Series M ADSs |
| NYSE |
| $12.85 |
| $14.00 per Security |
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ISIN: US7800977701 |
| 4 |
| Series N ADSs |
| NYSE |
| $12.75 |
| $14.00 per Security |
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ISIN: US7800977396 |
| 5 |
| Series S ADSs |
| NYSE |
| $13.24 |
| $14.00 per Security |
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ISIN: US7800977545 |
| 6 |
| Series Q ADSs (“RBS Pr Q”) |
| NYSE |
| $13.37 |
| $14.00 per Security |
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ISIN: US7800977131 |
| 7 |
| Series T ADSs |
| NYSE |
| $14.39 |
| $14.75 per Security |
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Securities Code |
| Acceptance |
| Title of Securities |
| Public Market |
| Sales Price as |
| Tender Offer Consideration(1) |
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ISIN: US780097AU54 |
| 8 |
| Series U ADSs |
| Unlisted |
| $63.50 | (2) | 66% per face amount |
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ISIN: US7800977883 |
| 9 |
| Series L ADSs |
| NYSE |
| $16.05 |
| $16.25 per Security |
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ISIN: US7800978790 |
| 10 |
| Series H ADSs |
| NYSE |
| $19.71 |
| $19.25 per Security |
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ISIN: US7800978048 |
| 11 |
| Series F ADSs |
| NYSE |
| $20.89 |
| $20.00 per Security |
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ISIN: US6385398820 |
| 12 |
| NatWest Series C ADSs |
| NYSE |
| $21.06 |
| $21.25 per Security |
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ISIN: US74927FAA93 |
| 13 |
| Capital Trust IV Preferred Securities |
| Unlisted |
| — | (3) | 52% per face amount |
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ISIN: US749274AA41 |
| 14 |
| Capital Trust I Preferred Securities |
| Unlisted |
| $60.00 | (4) | 66% per face amount |
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ISIN: US74927QAA58 |
| 15 |
| Capital Trust III Preferred Securities |
| Unlisted |
| $57.25 | (4) | 66% per face amount |
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ISIN: US74927PAA75 |
| 16 |
| Capital Trust II Preferred Securities |
| Unlisted |
| — | (3) | 67% per face amount |
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ISIN: US780097AS09 |
| 17 |
| Fixed/Floating Preferred Securities |
| LSE |
| — | (3) | 74% per face amount |
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ISIN: US780097AH44 |
| 18 |
| Series 1 PROs |
| NYSE |
| — | (3) | 86% per face amount |
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Notes:
(1) The Tender Offer Consideration does not include Accrued Distributions which will be paid by the Offerors in addition to the Tender Offer Consideration.
(2) Per $100 face amount. As reported on April 5, 2010 on Trade Reporting and Compliance Engine™ (TRACE™) and shown in “Historical Price Range of the Securities”.
(3) Official trading data is not available in April 2010.
(4) Per $100 face amount. As reported on April 1, 2010 on TRACE™ and shown in “Historical Price Range of the Securities”.
We encourage you to obtain a recent quotation for your Securities before deciding whether or not to tender your Securities. Please see “Historical Price Range for your Securities”.”
ITEMS 4(a) and 6(c).
Clause (c) on page 23 of the Offer to Purchase under the heading “The Tender Offer—Procedures for Tendering Securities— Provisions Common to Tendering Securities, However Held” is hereby amended by adding the following statement at the end thereof:
“for the avoidance of doubt, the foregoing clauses (ii) and (iii) shall not apply to any existing rights or claims which have been or may be asserted with respect to the Securities regarding alleged violations of U.S. federal securities laws.”
ITEMS 4(a), 6(c), 11(a) and 11(b).
The last paragraph in “Certain Information Concerning the Offerors” on page 48 of the Offer to Purchase is hereby amended and restated in its entirety to read as follows:
“Please note that the Schedule TO-I to which this Offer to Purchase relates does not permit forward “incorporation by reference.” If a material change occurs in the information set forth in this Offer to Purchase, we will amend the Schedule TO-I accordingly.”
ITEM 11(b).
The first sentence in “Miscellaneous” on page 52 of the Offer to Purchase is hereby amended and restated in its entirety to read as follows:
“The Tender Offer is not being made to (nor will tenders be accepted from or on behalf of) Security Holders in any U.S. jurisdiction in which the making of the Tender Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.”
ITEMS 11(b) and 12.
Exhibit 99.(a)(1)(B) — Clause (c) on pages 7-8 of the Letter of Transmittal is hereby amended by adding the following statement at the end thereof:
“for the avoidance of doubt, the foregoing clauses (ii) and (iii) shall not apply to any existing rights or claims which have been or may be asserted with respect to the Securities regarding alleged violations of U.S. federal securities laws.”
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| By: | /s/ David O’Loan |
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| Name: David O’Loan |
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| Title: Deputy Group Treasurer |
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| Date: April 26, 2010 |
EXHIBIT INDEX
99.(a)(1)(A) |
| Offer to Purchase, dated April 6, 2010* |
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99.(a)(1)(B) |
| Letter of Transmittal, including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 * |
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99.(a)(1)(C) |
| Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* |
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99.(a)(1)(D) |
| Letter to Clients* |
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99.(a)(5) |
| Press Release of The Royal Bank of Scotland Group plc and National Westminster Bank Public Limited Company, dated April 6, 2010.* |
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99.(b) |
| Not Applicable. |
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99.(d) |
| Not Applicable. |
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99.(g) |
| Not Applicable. |
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99.(h) |
| Not Applicable. |
* Previously filed with the Schedule TO-I on April 6, 2010.