Free Writing Prospectus - Filing under Securities Act Rules 163/433

 
Free Writing Prospectus dated October 14, 2009
(to Prospectus, dated September 30, 2009 and
Prospectus Supplement, dated October 14, 2009)
Filed Pursuant to Rule 433
Registration Statement No. 333-162219
   
 
 
 

TERMS AND CONDITIONS
USD 1,500,000,000 6.40% Senior Notes due October 21, 2019
 
Issuer
The Royal Bank of Scotland Group plc
   
Issuer Ratings
A1 / A / AA- (Moody’s / S&P / Fitch)
   
Ranking
Senior
   
Principal Amount
USD 1,500,000,000
   
Price to the Public
99.891%
   
Redemption Price
100.0000% of principal amount of the relevant Note
   
Specified Currency
USD
   
Trade Date
October 14, 2009
   
Settlement Date
October 21, 2009, in accordance with DTC’s procedures (T+5)
   
Maturity
October 21, 2019
   
Call Option
No
   
Benchmark
T 3.625% due August 15, 2019
   
Benchmark Yield
3.415%
   
Re-Offer Yield
6.415% (semi-annual)
   
Re-Offer Spread to UST
T+300 bps
   
Coupon
6.40% (semi-annual)
   
Day Count Convention
30/360 unadjusted
   
Bookrunner
RBS Securities Inc.
   
Co-Managers
BB&T Capital Markets, a division of Scott & Stringfellow, LLC
 
BNY Mellon Capital Markets, LLC
 
Citigroup Global Markets Inc.
 
Goldman, Sachs & Co.
 
J.P. Morgan Securities Inc.
 
SunTrust Robinson Humphrey, Inc.
 
U.S. Bancorp Investments, Inc.
 
 
 
 
 
 
 
Wells Fargo Securities, LLC
   
Underwriting Discount
0.450%
   
Interest Payment Period
Semi-Annual
   
Interest Payment Date(s)
On the 21 st  day of each April and October commencing April 21, 2010
   
Format
SEC-Registered
   
Denominations
USD $100,000 and integral multiples of USD $1,000 in excess thereof
   
Listing
We intend to apply to list the Senior Notes on the London Stock Exchange
   
Clearing and Settlement
DTC and Euroclear/Clearstream
   
CUSIP / ISIN
780097AW1 / US780097AW11
   

The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be subject to revision or withdrawal at any time by Moody’s, S&P or Fitch.
 
The issuer has filed a registration statement (including a base prospectus) with the SEC for the offering to which this free writing prospectus relates. Before you invest in this offering, you should read the base prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www . sec . gov . Alternatively, RBS Securities Inc. will arrange to send you the base prospectus at no charge if you request it by calling 1-866-884-2071.





2