Information  X 
Enter a valid email address

SGA Soc. Gen. N.V. (62MU)

  Print      Mail a friend

Friday 08 June, 2012

SGA Soc. Gen. N.V.

Share Sub-division and Consolidation of RBS Shares

RNS Number : 9797E
SGA Societe Generale AcceptanceN.V.
08 June 2012
 

Company Announcement

SGA Societe Generale Acceptance N.V.

(incorporated as a limited liability company in Curaçao)

Pietermaai 15, Willemstad, Curaçao
(the "Issuer")

08 June 2012

Re: Share Sub-division and Consolidation in respect of ordinary shares of The Royal Bank of Scotland Group PLC

Call Warrants on Shares of The Royal Bank of Scotland Group PLC (Series C) with ISIN Code ANN8136W8157 and SEDOL Code B4NG422 issued under the SGA Societe Generale Acceptance N.V. Securitised Derivatives Programme as set forth in the Base Prospectus dated 27 April 2010 (the "2010 Base Prospectus") as supplemented by Final Terms dated 13 December 2010 (the "13 December 2010 Final Terms");

Call Warrants on Shares of The Royal Bank of Scotland Group PLC (Series C) with ISIN Code

CWN8138F1091 and SEDOL Code B5VZXC1 issued under the 2010 Base Prospectus as supplemented by Final Terms dated 4 April 2011 (the "4 April 2011 Final Terms");

Call Warrants on Shares of The Royal Bank of Scotland Group PLC (Series B) with ISIN Code CWN8138K1169 and SEDOL Code B4KVD67, Call Warrants on Shares of The Royal Bank of Scotland Group PLC (Series C) with ISIN Code CWN8138K1086 and SEDOL Code B45NM05, Call Warrants on Shares of The Royal Bank of Scotland Group PLC (Series D) with ISIN Code CWN8132V1006 and SEDOL Code B4Z0CN9 and Call Warrants on Shares of The Royal Bank of Scotland Group PLC (Series E) with ISIN Code CWN8132V1188 and SEDOL Code B606JY6 issued under the SGA Societe Generale Acceptance N.V. Securitised Derivatives Programme as set forth in the Base Prospectus dated 28 April 2011 (the "2011 Base Prospectus") as supplemented by Final Terms dated 24 August 2011 (the "24 August 2011 Final Terms");

Call Warrants on Shares of The Royal Bank of Scotland Group PLC (Series A) with ISIN Code CWN8133B6651 and SEDOL Code B74FNV1, Put Warrants on Shares of The Royal Bank of Scotland Group PLC (Series B) with ISIN Code CWN8133B6735 and SEDOL Code B6YW360, Call Warrants on Shares of The Royal Bank of Scotland Group PLC (Series C) with ISIN Code CWN8133B6818 and SEDOL Code B73Q434 and Put Warrants on Shares of The Royal Bank of Scotland Group PLC (Series D) with ISIN Code CWN8133B6990 and SEDOL Code B65LX33 issued under the SGA Societe Generale Acceptance N.V. Securitised Derivatives Programme as set forth in the 2011 Base Prospectus as supplemented by Final Terms dated 13 December 2011 (the "13 December 2011 Final Terms");

Call Warrants on Shares of The Royal Bank of Scotland Group PLC (Series B) with ISIN Code CWN8137V8089 and SEDOL Code B6T0SJ7 issued under the SGA Societe Generale Acceptance N.V. Securitised Derivatives Programme as set forth in the 2011 Base Prospectus as supplemented by Final Terms dated 07 March 2012 (the "07 March 2012 Final Terms");

Call Warrants on Shares of The Royal Bank of Scotland Group PLC (Series A) with ISIN Code CWN8138X6213 and SEDOL Code B74CQQ8, Call Warrants on Shares of The Royal Bank of Scotland Group PLC (Series B) with ISIN Code CWN8138X6395 and SEDOL Code B77QD44 and Put Warrants on Shares of The Royal Bank of Scotland Group PLC (Series C) with ISIN Code CWN8138X6478 and SEDOL Code B77DHX2 issued under the SGA Societe Generale Acceptance N.V. Securitised Derivatives Programme as set forth in the 2011 Base Prospectus as supplemented by Final Terms dated 30 March 2012 (the "30 March 2012 Final Terms"); and

Call Warrants on Shares of The Royal Bank of Scotland Group PLC (Series A) with ISIN Code CWN8139R4413 and SEDOL Code B89CPH4 and Call Warrants on Shares of The Royal Bank of Scotland Group PLC (Series B) with ISIN Code CWN8139R4330 and SEDOL Code B825NX2 issued under the SGA Societe Generale Acceptance N.V. Securitised Derivatives Programme as set forth in the Base Prospectus dated 27 April 2012 (the "2012 Base Prospectus") as supplemented by Final Terms dated 23 May 2012 (the "23 May 2012 Final Terms").

The Issuer wishes to announce that following the decision by the Annual General Meeting of The Royal Bank of Scotland Group PLC to sub-divide and consolidate the ordinary shares of The Royal Bank of Scotland Group PLC the Issuer, pursuant to Condition 22.2(a) (Share Capital Transaction) of the applicable Base Prospectus, redefined and calculated (A) a new Parity of (i) 10 per SD for the purposes of paragraph 22 of the 13 December 2010 Final Terms; (ii) 10 per SD for the purposes of paragraph 23 of the 4 April 2011 Final Terms; (iii) 10 per SD for the purposes of paragraph 24 of the 24 August 2011 Final Terms; (iv) 10 per SD for the purposes of paragraph 24 of the 13 December 2011 Final Terms; (v) 10 per SD for the purposes of paragraph 24 of the 30 March 2012 Final Terms and (vi) 10 per SD for the purposes of paragraph 26 of the 23 May 2012 Final Terms; and (B) a new Exercise Price of (i) GBP 15.00 per SD for the purposes of paragraph 31.2 of the 13 December 2010 Final Terms; (ii) GBP 8.00 per SD for the purposes of paragraph 31.2 of the 4 April 2011 Final Terms; (iii) GBP 3.00 per SD (for Series B), GBP 4.00 per SD (for Series C), GBP 4.00 per SD (for Series D), GBP 5.00 per SD (for Series E) for the purposes of paragraph 33.2 of the 24 August 2011 Final Terms; (iv) GBP 2.50 per SD (for Series A), GBP 1.50 per SD (for Series B), GBP 3.00 per SD (for Series C) and GBP 1.50 per SD (for Series D) for the purposes of paragraph 33.2 of the 13 December 2011 Final Terms; (v) GBP 3.50 per SD (for Series A), GBP 4.00 per SD (for Series B) and GBP 2.00 per SD (for Series C) for the purposes of paragraph 33.2 of the 30 March 2012 Final Terms and (vi) GBP 2.00 per SD (for Series A) and GBP 2.50 per SD (for Series B) for the purposes of paragraph 35.2 of the 23 May 2012 Final Terms.

The Issuer wishes to announce further that following the decision by the Annual General Meeting of The Royal Bank of Scotland Group PLC to sub-divide and consolidate the ordinary shares of The Royal Bank of Scotland Group PLC the Issuer, pursuant to Condition 22.2 (Events relating to the Share and adjustments) of the applicable Base Prospectus, redefined and calculated a new Parity of 10 per SD for the purposes of paragraph 23 of the 07 March 2012 Final Terms and a new Barrier Level of GBP 1.50 (Series B) and a new Synthetic Level of 3.40 (Series B) for the purposes of paragraph 21 (Settlement Price) of the 07 March 2012 Final Terms.

Therefore, (i) for the purposes of paragraph 19 (Cash Settlement Amount) of the 13 December 2010 Final Terms, the Parity shall be determined by taking into account such new Parity of 10 per SD; (ii) for the purposes of paragraph 20 (Cash Settlement Amount) of the 4 April 2011 Final Terms, the Parity shall be determined by taking into account such new Parity of 10 per SD; (iii) for the purposes of paragraph 21 (Cash Settlement Amount) of the 24 August 2011 Final Terms, the Parity shall be determined by taking into account such new Parity of 10 per SD (for Series B, for Series C, for Series D and for Series E); (iv) for the purposes of paragraph 21 (Cash Settlement Amount) of the 13 December 2011 Final Terms, the Parity shall be determined by taking into account such new Parity of 10 per SD (for Series A, for Series B, for Series C and for Series D); (v) for the purposes of paragraph 20 (Cash Settlement Amount) of the 07 March 2012 Final Terms, the Parity shall be determined by taking into account such new Parity of 10 per SD; (vi) for the purposes of paragraph 21 (Cash Settlement Amount) of the 30 March 2012 Final Terms, the Parity shall be determined by taking into account such new Parity of 10 per SD (for Series A, for Series B and for Series C) and (vii) for the purposes of paragraph 21 (Cash Settlement Amount) of the 23 May 2012 Final Terms, the Parity shall be determined by taking into account such new Parity of 10 per SD (for Series A and for Series B).

Therefore, (i) for the purposes of paragraph 19 (Cash Settlement Amount) of the 13 December 2010 Final Terms, the Exercise Price shall be determined by taking into account such new Exercise Price of GBP 15.00 per SD; (ii) for the purposes of paragraph 20 (Cash Settlement Amount) of the 4 April 2011 Final Terms, the Exercise Price shall be determined by taking into account such new Exercise Price of GBP 8.00 per SD; (iii) for the purposes of paragraph 21 (Cash Settlement Amount) of the 24 August 2011 Final Terms, the Exercise Price shall be determined by taking into account such new Exercise Price of GBP 3.00 per SD (for Series B), GBP 4.00 per SD (for Series C), GBP 4.00 per SD (for Series D) and GBP 5.00 per SD (for Series E); (iv) for the purposes of paragraph 21 (Cash Settlement Amount) of the 13 December 2011 Final Terms, the Exercise Price shall be determined by taking into account such new Exercise Price of GBP 2.50 per SD (for Series A), GBP 1.50 per SD (for Series B), GBP 3.00 per SD (for Series C) and GBP 1.50 per SD (for Series D); (v) for the purposes of paragraph 21 (Cash Settlement Amount) of the 30 March 2012 Final Terms, the Exercise Price shall be determined by taking into account such new Exercise Price of GBP 3.50 per SD (for Series A), GBP 4.00 per SD (for Series B) and GBP 2.00 per SD (for Series C) and (vi) for the purposes of paragraph 21 (Cash Settlement Amount) of the 23 May 2012 Final Terms, the Exercise Price shall be determined by taking into account such new Exercise Price of GBP 2.00 per SD (for Series A) and GBP 2.50 per SD (for Series B).

Therefore, for the purposes of paragraph 20 (Cash Settlement Amount) of the 07 March 2012 Final Terms, the Settlement Price shall be determined by taking into account such new Barrier Level of GBP 1.50 (Series B) and such new Synthetic Level of GBP 3.40 (Series B).

The Issuer wishes to announce further that following the decision by the Annual General Meeting of The Royal Bank of Scotland Group PLC to sub-divide and consolidate the ordinary shares of The Royal Bank of Scotland Group PLC such ordinary shares of The Royal Bank of Scotland Group PLC were assigned the new ISIN code GB00B7T77214.

Therefore, in accordance with Condition 22.2 (Events relating to the Share and adjustments) of the applicable Base Prospectus the Issuer included a new description of Share(s) to write "Ordinary Shares (ISIN code: GB0007547838) until 6 June 2012; Ordinary Shares (ISIN code: GB000B7T77214) from and including 6 June 2012" for the purposes of paragraph 11.2 of the 13 December 2010 Final Terms, of the 4 April 2011 Final Terms and of the 24 August 2011 Final Terms and "Ordinary Shares (ISIN code: GB00B7T77214)" for the purposes of paragraph 11.2 of the 13 December 2011 Final Terms, of the 30 March 2012 Final Terms and of the 23 May 2012 Final Terms. The Issuer wishes to announce further that it included a new description of Reference page(s)/code(s) to write "GB00B7T77214" for the purposes of paragraph 11.5 (Series B) of the 07 March 2012 Final Terms.

Capitalised terms used but not defined herein shall have the meaning given to them in the applicable Base Prospectus as supplemented by the relevant Final Terms.

For further information, please contact:

SGA Societe Generale Acceptance N.V.

c/o Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol

BS13 8AE

 

Telephone:        +44 (0) 870 702 0003

Fax:                  +44 (0) 870 703 6218

To view the full text of the relevant Final Terms, please paste the following URL into the address bar of your browser.

http://www.rns-pdf.londonstockexchange.com/rns/9797E_-2012-6-8.pdf 

 

http://www.rns-pdf.londonstockexchange.com/rns/9797E_1-2012-6-8.pdf

 

http://www.rns-pdf.londonstockexchange.com/rns/9797E_2-2012-6-8.pdf

 

http://www.rns-pdf.londonstockexchange.com/rns/9797E_3-2012-6-8.pdf

 

http://www.rns-pdf.londonstockexchange.com/rns/9797E_4-2012-6-8.pdf

 

http://www.rns-pdf.londonstockexchange.com/rns/9797E_5-2012-6-8.pdf

 

http://www.rns-pdf.londonstockexchange.com/rns/9797E_6-2012-6-8.pdf

 

 

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in the applicable Base Prospectus and the relevant Final Terms described above may be addressed to and/or targeted at persons who are residents of particular countries (specified in the applicable Base Prospectus and/or the relevant Final Terms) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the applicable Base Prospectus and/or the relevant Final Terms is not addressed. Prior to relying on the information contained in the applicable Base Prospectus and/or the relevant Final Terms you must ascertain from the applicable Base Prospectus and/or the relevant Final Terms whether or not you are part of the intended addressees of the information contained therein.

Your right to access this service is conditional upon complying with the above requirement.   


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCUGUMCQUPPUBR