CALCULATION OF
REGISTRATION FEE
|
Amount
of
|
||||
|
Maximum
Aggregate
|
Registration
|
|||
|
Title of Each
Class of Securities Offered(1)
|
Offering
Price(1)
|
Fee(1)
|
||
|
Knock-In
Reverse Exchangeable Securities
|
$1,451,000
|
$103.46
|
(1)
Pursuant to Rule 457(p) under the Securities Act of 1933, filing fees
of
$94,671.00 have already been paid with respect to unsold securities that were
previously
registered pursuant to a Registration Statement on Form F-3 (No. 333-89136) of ABN
AMRO Bank N.V. (the "Prior Registration Statement"), which was initially filed on
May 24, 2002 and for which a post-effective amendment was filed on September
17, 2003 and have been carried forward. ON JANUARY 23, 2009 AN ADDITIONAL FILING
FEE OF $10,000 WAS PAID. The $103.46 fee with respect to these offerings,
sold pursuant to this registration statement, is offset against those filing fees,
and $521.87 remains available for future registration fees. No additional fee
has been paid with respect to this offering.
|
Pricing Supplement No. 022 Dated
March 16, 2010
to Registration Statement Nos.
333-162193 and 333-162193-01
(To Product Supplement No. 1-III
Dated March 3, 2010,
Prospectus Supplement Dated
February 8, 2010
and Prospectus Dated February 8,
2010)
Rule 424
(b)(2)
|
 |
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
||||||||
|
Issuer:
|
The Royal Bank
of Scotland N.V.
|
Pricing
Date:
|
March 16,
2010
|
|||||
|
Lead
Agent:
|
RBS Securities
Inc.
|
Settlement
Date:
|
March 19,
2010
|
|||||
|
Issue
Price:
|
100%
|
Determination
Date:
|
June 15,
20101
|
|||||
|
Launch
Date:
|
March 16,
2010
|
Maturity
Date:
|
June 18,
2010
|
|||||
|
1Subject
to certain adjustments as described in the accompanying Product
Supplement
|
||||||||
|
Status
and Guarantee:
|
Unsecured,
unsubordinated obligations of the Issuer and fully and unconditionally
guaranteed by the Issuer’s parent company, ABN AMRO Holding
N.V.
|
|||||||
|
Underlying
Shares
|
Ticker
|
Knock-
In
Level
|
Coupon
Rate
|
Annualized
Coupon Rate2
|
Annualized
Interest Rate
|
Annualized
Put Premium
|
CUSIP
|
|
|
DryShips,
Inc.
|
DRYS
|
75%
|
3.5625%
|
14.25%
|
0.16%
|
14.09%
|
78009KEA6
|
|
|
Las Vegas
Sands Corp.
|
LVS
|
70%
|
3.375%
|
13.50%
|
0.16%
|
13.34%
|
78009KEB4
|
|
|
2The
Securities have a term of three months, so you will receive a pro rated
amount of this per annum rate based on such three-month period as shown in
the table above under “Coupon
Rate”.
|
||||||||
|
Offerings:
|
This Pricing
Supplement relates to two separate offerings of securities (“the
Securities”). Each Security offered is linked to one, and only one, of the
Underlying Shares. The Underlying Shares are set forth in the table above.
You may participate in either of the Securities offerings or, at your
election, in both of the offerings. This Pricing Supplement does not,
however, allow you to purchase a Security linked to a basket of both of
the Underlying Shares described above. Each Security has a term
of three months.
|
|||||||||
|
Coupon
Payment Dates:
|
Coupons on the
Securities are payable monthly in arrears on the 19th
day of each month starting on April 19, 2010 and ending on the maturity
date.
|
|||||||||
|
Underlying
Shares
|
Page
Number
|
Principal
Amount
|
Initial
Price
|
Knock-In
Price
|
Redemption
Amount
|
Aggregate Agent’s
Commission3
|
Aggregate
Proceeds to Issuer
|
|||
|
DryShips,
Inc.
|
15
|
$354,000
|
$5.95
|
$4.46
|
168.067
|
$9,735
|
$344,265
|
|||
|
Las Vegas
Sands Corp.
|
16
|
$1,097,000
|
$20.06
|
$14.04
|
49.850
|
$30,167.50
|
$1,066,832.50
|
|||
|
3For
all offerings, the agent will receive a commission of 2.75%. For
additional information see “Plan of Distribution (Conflicts of Interest)”
in this Pricing Supplement
|
||||||||||
|
Price
to Public
|
Agent’s
Commission
|
Proceeds
to Issuer
|
||||||||
|
Per
Security
|
$1,000
|
$27.50
|
$972.50
|
|||||||
|
Initial
Price:
|
100% of the
closing price of the applicable Underlying Shares on the Pricing Date,
subject to adjustment as described in the accompanying Product
Supplement.
|
|||||||||
|
Knock-In
Level:
|
A percentage
of the applicable initial price, as set forth in the table
above.
|
|||||||||
|
Redemption
Amount:
|
For each
$1,000 face amount of Security, a number of the applicable Underlying
Shares linked to such Security equal to $1,000 divided by the applicable
initial price.
|
|||||||||
|
Payment
at Maturity:
|
The payment at
maturity for each Security is based on the performance of the applicable
Underlying Shares linked to such Security:
(i)
If the closing price of the applicable Underlying Shares has not fallen
below the applicable knock-in level on any trading day from but not
including the Pricing Date to and including the determination date, we
will pay you the face amount of each Security in cash.
(ii)
If the closing price of the applicable Underlying Shares has fallen
below the applicable knock-in level on any trading day from but not
including the Pricing Date to and including the determination
date:
(a)
we will deliver to you a number of the applicable Underlying Shares equal
to the applicable redemption amount, in the event that the closing price
of the applicable Underlying Shares on the determination date is below the
applicable initial price; or
(b)
we will pay you the face amount of each Security in cash, in the event
that the closing price of the applicable Underlying Shares on the
determination date is at or above the applicable initial
price.
You will
receive cash in lieu of fractional shares. If due to events beyond our
reasonable control, as determined by us in our sole discretion, the
applicable Underlying Shares are not available for delivery at maturity we
may pay you, in lieu of the applicable redemption amount, the cash value
of the applicable redemption amount, determined by multiplying the
applicable redemption amount by the closing price of the applicable
Underlying Shares on the determination date.
Any payment at
maturity is subject to the creditworthiness of The Royal Bank of Scotland
N.V. and ABN AMRO Holding N.V., as guarantor.
|
|||||||||
|
Trustee:
|
Wilmington
Trust Company
|
Securities
Administrator:
|
Citibank,
N.A.
|
|||||||
|
Denomination:
|
$1,000
|
Settlement:
|
DTC, Book
Entry, Transferable
|
|||||||
|
Selling
Restriction:
|
Sales in the
European Union must comply with the Prospectus
Directive
|
|||||||||
The Securities are
not bank deposits and are not insured or guaranteed by the Federal Deposit
Insurance Corporation, the Deposit Insurance Fund or any other governmental
agency, nor are they obligations of, or guaranteed, by a bank.
Investing
in the Securities involves a number of risks. See “Risk Factors”
beginning on page PS-8 of the accompanying Product Supplement No. 1-II and “Risk
Factors” beginning on page 8 of this Pricing Supplement. The Securities and
Exchange Commission and state securities regulators have not approved or
disapproved these Securities, or determined if this Pricing Supplement or the
accompanying Product Supplement, Prospectus Supplement or Prospectus are
truthful or complete. Any representation to the contrary is a criminal
offense.
The agents are not
obligated to purchase the Securities but have agreed to use reasonable efforts
to solicit offers to purchase the Securities. To the extent the full
aggregate face amount of the Securities being offered by this Pricing Supplement
is not purchased by investors in the offering, one or more of our affiliates may
agree to purchase a part of the unsold portion, which may constitute up to 15%
of the total aggregate face amount of the Securities, and to hold such
Securities for investment purposes. See “Holdings of the Securities
by Our Affiliates and Future Sales” under the heading “Risk Factors” and “Plan
of Distribution (Conflicts of Interest)” in this Pricing
Supplement. This Pricing Supplement and the accompanying Product
Supplement, Prospectus Supplement and Prospectus may be used by our affiliates
in connection with offers and sales of the Securities in market-making
transactions.
PRICE:
$1,000 PER SECURITY
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
WHERE
YOU CAN FIND MORE INFORMATION
THE ROYAL BANK OF
SCOTLAND N.V., or RBS N.V., has filed a registration statement (including a
Prospectus and Prospectus Supplement) with the Securities and Exchange
Commission, or SEC, for the offering to which this Pricing Supplement relates.
Before you invest, you should read the Prospectus and Prospectus Supplement in
that registration statement and other documents, including the applicable
Product Supplement, related to this offering that RBS N.V. has filed with the
SEC for more complete information about RBS N.V. and the offering of the
Securities.
You may get these
documents without cost by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, RBS N.V., any underwriter or any dealer participating in the
offering will arrange to send you the Prospectus, Prospectus Supplement and
Product Supplement No. 1-III if you request by calling toll free (866)
747-4332.
You should read
this Pricing Supplement together with the Prospectus dated February 8, 2010, as
supplemented by the Prospectus Supplement dated February 8, 2010 relating to our
Notes of which these Securities are a part, and the more detailed information
contained in Product Supplement No. 1-III dated March 3, 2010. This Pricing Supplement, together
with the documents listed below, contains the terms of the Securities and
supersedes all other prior or contemporaneous oral statements as well as any
other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures,
fact sheets, brochures or other educational materials of
ours. You should carefully consider, among other things, the
matters set forth in “Risk Factors” in the accompanying Product Supplement No.
1-III, as the Securities involve risks not associated with conventional debt
securities. We urge you to consult your investment, legal, tax,
accounting and other advisors before you invest in the Securities.
You may access
these documents on the SEC website at www.sec.gov as follows (or if such address
has changed, by reviewing our filings for the relevant date on the SEC
website):
·
Product Supplement
No. 1-III dated March 3, 2010:
·
Prospectus
Supplement dated February 8, 2010:
·
Prospectus
dated February 8, 2010, 2010:
Our Central Index
Key, or CIK, on the SEC website is 897878. As used in this Pricing
Supplement, the “Company,” “we,” “us” or “our” refers to The Royal Bank of
Scotland N.V.
These Securities
may not be offered or sold (i) to any person/entity listed on sanctions lists of
the European Union, United States or any other applicable local competent
authority; (ii) within the territory of Cuba, Sudan, Iran and Myanmar; (iii) to
residents of Cuba, Sudan, Iran or Myanmar; or (iv) to Cuban Nationals, wherever
located.
We reserve the
right to withdraw, cancel or modify any offering of the Securities and to reject
orders in whole or in part prior to their issuance.
Reverse
ExchangeableSM
is a Service Mark of The Royal Bank of Scotland N.V.
PS-2
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
SUMMARY
This
Pricing Supplement relates to two separate offerings of Securities. Each
Security offered is linked to one, and only one, of the Underlying Shares
described on the cover page. The purchaser of any offering will acquire a
Security linked to only one of the Underlying Shares not to a basket or index of
both of the Underlying Shares. You may participate in either of the offerings
or, at your election, in both of the offerings.
The
following summary does not contain all the information that may be important to
you. You should read this summary together with the more detailed information
that is contained in Product Supplement No. 1-III and in the accompanying
Prospectus and Prospectus Supplement. You should carefully consider, among other
things, the matters set forth in “Risk Factors” in the Product Supplement No.
1-III, which are summarized on page 8 of this Pricing Supplement. In
addition, we urge you to consult with your investment, legal, accounting, tax
and other advisors with respect to any investment in the
Securities.
What
are the Securities?
The Securities are
non-principal protected securities issued by us, The Royal Bank of Scotland
N.V., and are fully and unconditionally guaranteed by our parent company, ABN
AMRO Holding N.V. The Securities will pay periodic cash payments at a fixed
rate. We refer to the payments as the coupon or coupon payments and
the fixed rate as the coupon rate. The Securities are senior notes of
The Royal Bank of Scotland N.V. These Securities combine certain features of
debt and equity by offering a fixed coupon rate on the face amount while the
payment at maturity is determined based on the performance of the common stock,
which we refer to as the Underlying Shares of an Underlying Company. Therefore
your principal is at risk but you have no opportunity to participate in any
appreciation of the applicable Underlying Shares.
Any payment on the
Securities is subject to the creditworthiness (ability to pay) of The Royal Bank
of Scotland N.V. and ABN AMRO Holding N.V. as guarantor.
What
will I receive at maturity of the Securities?
The payment at
maturity of the Securities will depend on (i) whether or not the closing price
of the applicable Underlying Shares to which the Security is linked fell below
the applicable knock-in level on any trading day during the period from but not
including the pricing date, to and including the determination date (which we
refer to as the knock-in period) and if so, (ii) the closing price of the
applicable Underlying Shares on the determination date. Except in certain
circumstances described under “Description of Securities — Closing Price” in the
accompanying Product Supplement, we will usually determine the closing price for
any listed Underlying Shares by reference to the last reported sale price,
during regular trading hours (or if listed on The NASDAQ Stock Market LLC, the
official closing price), on the primary U.S. securities exchange on which the
Underlying Shares are traded.
·
If the closing
price of the applicable Underlying Shares has not fallen below the applicable
knock-in level on any trading day during the knock-in period, we will pay you
the face amount of each Security in cash.
·
If the closing
price of the applicable Underlying Shares has fallen below the applicable
knock-in level on any trading day during the knock-in period, we will
either:
·
deliver to you the
applicable redemption amount, in exchange for each Security, in the event that
the closing price of the applicable Underlying Shares on the determination date
is below the applicable closing price on the pricing date (subject to
adjustment), which we refer to as the initial price of such Underlying Shares
(the market value of the applicable redemption amount on the determination date
will always be less than the face amount of $1,000 per Security);
or
·
pay you the face
amount of each Security in cash, in the event that the closing price of the
applicable Underlying Shares is at or above the applicable initial price on the
determination date.
If due to events
beyond our reasonable control, as determined by us in our sole discretion, the
applicable Underlying Shares are not available for delivery at maturity we may
pay you, in lieu of the applicable redemption amount, the cash value of the
applicable redemption amount, determined by multiplying the applicable
redemption amount by the closing price of the applicable Underlying Shares on
the determination date.
PS-3
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
The “redemption
amount” is equal to $1,000 divided by the applicable initial price of the
applicable Underlying Shares. The applicable initial price and consequently the
applicable redemption amount may be adjusted for certain corporate events, such
as a stock split, affecting the Underlying Company.
The payment at
maturity is further subject to adjustment in certain circumstances, such as a
stock split or merger, which we describe in “Description of Securities —
Adjustment Events” in the accompanying Product Supplement No.
1-III.
Any payment at
maturity is subject to the creditworthiness of The Royal Bank of Scotland N.V.
and ABN AMRO Holding N.V., as guarantor.
Why
is the coupon rate on the Securities higher than the interest rate payable on
your conventional debt securities with the same maturity?
The Securities
offer a higher coupon rate than the yield that would be payable on a
conventional debt security with the same maturity issued by us or an issuer with
a comparable credit rating because you, the investor in the Securities,
indirectly sell a put option to us on the applicable Underlying Shares. The
premium due to you for this put option is combined with a market interest rate
on our senior debt to produce the higher coupon rate on the
Securities. As explained below under “What are the consequences of
the indirect put option that I have sold you?” you are being paid the premium
for taking the risk that you may receive the applicable Underlying Shares with a
market value less than the face amount of your Securities at maturity, which
would mean that you would lose some or all of your initial principal
investment.
What
are the consequences of the indirect put option that I have sold
you?
The put option you
indirectly sell to us creates the feature of exchangeability. This feature could
result in the delivery of the applicable Underlying Shares to you, at maturity,
with a market value which is less than the face amount of $1,000 per Security.
If the closing price of the applicable Underlying Shares falls below the
applicable knock-in level on any trading day during the knock-in period, and on
the determination date the closing price of the Underlying Shares is less than
the initial price, you will receive the applicable redemption amount. The market
value of the applicable Underlying Shares on the determination date will be less
than the face amount of the Securities and could be zero. In such a case, you
may lose some or all of your initial principal investment. If the price of the
applicable Underlying Shares rises above the applicable initial price you will
not participate in any appreciation in the price of the applicable Underlying
Shares.
How
is the redemption amount determined?
The redemption
amount for each $1,000 face amount of any Security is equal to $1,000 divided by
the applicable initial price of the Underlying Shares linked to such Security.
The value of any fractional shares of the applicable Underlying Shares that you
are entitled to receive, after aggregating your total holdings of the Securities
linked to the applicable Underlying Shares, will be paid in cash based on the
closing price of the applicable Underlying Shares on the determination
date.
Do
I get all my principal back at maturity?
You are not
guaranteed to receive any return of principal at maturity. If the closing price
of the applicable Underlying Shares falls below the applicable knock-in level on
any trading day during the knock-in period, and the closing price of the
applicable Underlying Shares is below the applicable initial price on the
determination date, we will deliver to you applicable Underlying Shares. The
market value of such Underlying Shares on the determination date will be less
than the face amount of the Securities and could be zero. Accordingly, you may lose some or all
of your initial principal investment in the Securities.
What
coupon payments can I expect on the Securities?
The coupon rate is
fixed at issue and is payable in cash on each coupon payment date, irrespective
of whether the Securities are redeemed at maturity for cash or
shares.
Any coupon payment
is subject to the creditworthiness (ability to pay) of The Royal Bank of
Scotland N.V. and ABN AMRO Holding N.V. as guarantor.
PS-4
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
Can
you give me an example of the payment at maturity?
If, for example, in
a hypothetical offering, the coupon rate was 10% per annum, the initial price of
the Underlying Shares was $45.00 per share and the knock-in level for such
offering was 80%, then the redemption amount would be 22.222 Underlying Shares,
or $1,000 divided by $45.00, and the knock-in level would be $36.00, or 80% of
the initial price.
If the closing
price of the hypothetical Underlying Shares fell below the knock-in level of
$36.00 on any trading day during the knock-in period, then the payment at
maturity would depend on the closing price of the Underlying Shares on the
determination date. In this case, if the closing price of the Underlying Shares
on the determination date is $30.00 per share, which is below the initial price,
you would receive 22.222 Underlying Shares for each $1,000 face amount of the
Securities. (In actuality, because we cannot deliver fractions of a share, you
would receive on the maturity date for each $1,000 face amount of the
Securities, 22 Underlying Shares plus $6.66 cash in lieu of 0.222 fractional
shares, determined by multiplying 0.222 by $30.00, the closing price of the
Underlying Shares on the determination date.) In addition, over the term of the
Securities you would have received coupon payments at a rate of 10% per annum.
In this hypothetical example,
the market value of those 22 Underlying Shares (including the cash paid in lieu
of fractional shares) that we would deliver to you at maturity for each $1,000
face amount of Security would be $666.66, which is less than the face amount of
$1,000, and you would have lost a portion of your initial
investment. If, on the other hand, the closing price of the
Underlying Shares on the determination date is $50.00 per share, which is above
the initial price, you will receive $1,000 in cash for each $1,000 face amount
of the Securities regardless of the knock-in level having been breached. In
addition, over the term of the Securities you would have received coupon
payments at a rate of 10% per annum.
Alternatively, if
the closing price of the Underlying Shares never falls below $36.00, which is
the knock-in level, on any trading day during the knock-in period, at maturity
you will receive $1,000 in cash for each Security you hold regardless of the
closing price of the Underlying Shares on the determination date. In addition,
over the term of the Securities you would have received coupon payments at a
rate of 10% per annum.
This example is for illustrative
purposes only and is based on a hypothetical offering. For
determining the value of the payment at maturity, we have assumed that the
closing price of the Underlying Shares will be the same on the maturity date,
when they are delivered to investors in the Securities, as on the determination
date. It is not possible to predict the closing price of any of the
Underlying Shares on the determination date or at any time during the term of
the Securities. For each offering, we will set the initial
price, knock-in level and redemption amount on the Pricing Date.
In this Pricing
Supplement, we have also provided under the heading “Hypothetical Sensitivity
Analysis of Total Return of the Securities at Maturity” the total return of
owning the Securities through maturity for various closing prices of the
Underlying Shares on the determination date.
Do
I benefit from any appreciation in the Underlying Shares over the term of the
Securities?
No. The amount paid
at maturity for each $1,000 face amount of the Securities will never exceed
$1,000.
What
is the minimum required purchase?
You may purchase
Securities in minimum denominations of $1,000 or in integral multiples
thereof.
Is
there a secondary market for Securities?
The Securities will
not be listed on any securities exchange. Accordingly, there may be little or no
secondary market for the Securities and, as such, information regarding
independent market pricing for the Securities may be extremely
limited. You should be willing to hold your Securities until the
maturity date.
Although it is not
required to do so, we have been informed by our affiliate that when this
offering is complete, it intends to make purchases and sales of the Securities
from time to time in off-exchange transactions. If our affiliate does
make such a market in the Securities, it may stop doing so at any
time.
PS-5
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
In connection with
any secondary market activity in the Securities, our affiliate may post
indicative prices for the Securities on a designated website or via Bloomberg.
However, our affiliate is not required to post such indicative prices and may
stop doing so at any time. Investors are advised that any prices
shown on any website or Bloomberg page are indicative prices only and, as such,
there can be no assurance that any trade could be executed at such
prices. Investors should contact their brokerage firm for
further information.
In addition, the
issue price of the Securities includes the selling agents’ commissions paid with
respect to the Securities and the cost of hedging our obligations under the
Securities. The cost of hedging includes the profit component that
our affiliate has charged in consideration for assuming the risks inherent in
managing the hedging of the transactions. The fact that the issue
price of the Securities includes these commissions and hedging costs is expected
to adversely affect the secondary market prices of the Securities. See “Risk
Factors — The Inclusion of Commissions and Cost of Hedging in the Issue Price is
Likely to Adversely Affect Secondary Market Prices” and “Use of Proceeds” in the
accompanying Product Supplement No. 1-III.
What
is the relationship between The Royal Bank of Scotland N.V., ABN AMRO Holding
N.V. and RBS Securities Inc.?
RBS Securities
Inc., which we refer to as RBSSI, is an affiliate of The Royal Bank of Scotland
N.V. and ABN AMRO Holding N.V. RBSSI will act as calculation agent for the
Securities, and is acting as agent for each offering. RBSSI will conduct each
offering in compliance with the requirements of NASD Rule 2720 of the Financial
Industry Regulatory Authority, which is commonly referred to as FINRA, regarding
a FINRA member firm’s distribution of the securities of an affiliate. See “Risk
Factors — Potential Conflicts of Interest between Holders of Securities and the
Calculation Agent” and “Plan of Distribution (Conflicts of Interest)” in the
accompanying Product Supplement No. 1-III.
Tell
me more about The Royal Bank of Scotland N.V. and ABN AMRO Holding
N.V.
The Royal Bank of Scotland N.V. is the
new name of ABN AMRO Bank N.V. On February 6, 2010 ABN AMRO Bank N.V. changed its name to
The Royal Bank of Scotland N.V.
The name change is not a change of the
legal entity that will issue the Securities referred to herein, and it does not
affect any of the terms of the Securities. The Securities will
continue to be fully and unconditionally guaranteed by The Royal Bank of
Scotland N.V.’s parent company, ABN AMRO Holding N.V.
From February 6, 2010 onwards, the name “ABN AMRO Bank
N.V.” will be used by a
separate legal entity that
will ultimately be owned by the State of the Netherlands (the “Dutch State”). Neither the new entity named ABN AMRO Bank
N.V. nor the Dutch State will, in any way, guarantee or
otherwise support the obligations under the
Securities.
The Royal Bank of Scotland N.V. is also an affiliate of The Royal
Bank of Scotland plc and The Royal Bank of Scotland Group plc; however,
neither of these
entities nor the
UK government, in any way,
guarantees or otherwise supports the obligations under the
Securities.
Similarly, Holding
expects to change its name to “RBS Holding N.V.” in the near
future.
For additional
information see “The Royal Bank of Scotland N.V. and ABN AMRO Holding N.V.” in
the accompanying prospectus dated February 8, 2010.
Where
can I find out more about the Underlying Company?
Because the
Underlying Shares are registered under the Securities Exchange Act of 1934, as
amended, each Underlying Company is required to file periodically certain
financial and other information specified by the Commission which is available
to the public. You should read “Public Information Regarding the Underlying
Shares” in this Pricing Supplement to learn how to obtain public information
regarding the Underlying Shares and other important information. The historical
highest intra-day price, lowest intra-day price and last day closing price of
the Underlying Shares are set forth under the heading “Public Information
Regarding the Underlying Shares” in this Pricing Supplement.
PS-6
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
What
if I have more questions?
You should read
“Description of Securities” in the accompanying Product Supplement No. 1-III for
a detailed description of the terms of the Securities. RBS N.V. has
filed a registration statement (including a Prospectus and Prospectus
Supplement) with the SEC for the offering to which this communication
relates. Before you invest, you should read the Prospectus and
Prospectus Supplement in that registration statement and other documents RBS
N.V. has filed with the SEC for more complete information about RBS N.V. and the
offering of the Securities. You may get these documents for free by
visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, RBS
N.V., any underwriter or any dealer participating in the offering will arrange
to send you the Prospectus and Prospectus Supplement if you request it by
calling toll free (866) 747-4332.
PS-7
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
RISK
FACTORS
You
should carefully consider the risks of the Securities to which this Pricing
Supplement relates and whether these Securities are suited to your particular
circumstances before deciding to purchase them. It is important that prior to
investing in these Securities you read the Product Supplement No. 1-III related
to such Securities and the accompanying Prospectus and Prospectus Supplement to
understand the actual terms of and the risks associated with the Securities. In
addition, we urge you to consult with your investment, legal, accounting, tax
and other advisors with respect to any investment in the
Securities.
Credit
Risk
The Securities are
issued by RBS N.V. and guaranteed by ABN AMRO Holding N.V., RBS N.V.’s parent
company. As a result, investors in the Securities assume the credit
risk of RBS N.V. and that of ABN AMRO Holding N.V. in the event that RBS N.V.
defaults on its obligations under the Securities. This means that if
RBS N.V. and ABN AMRO Holding N.V. fail, become insolvent, or are otherwise
unable to pay their obligations under the Securities, you could lose some or all
of your initial principal investment. Any obligations or Securities sold,
offered, or recommended are not deposits of RBS N.V. and are not endorsed or
guaranteed by any bank or thrift, nor are they insured by the FDIC or any
governmental agency.
Principal
Risk
The Securities are
not ordinary debt securities: they are not principal protected. In
addition, if the closing price of the applicable Underlying Shares falls below
the applicable knock-in level on any trading day during the knock-in period,
investors in the Securities will be exposed to any decline in the price of the
applicable Underlying Shares below the closing price of the applicable
Underlying Shares on the date the Securities were priced. Accordingly, you may lose some or all
of your initial principal investment in the Securities.
Limited
Return
The amount payable
under the Securities will never exceed the original face amount of the
Securities plus the applicable aggregate fixed coupon payment investors earn
during the term of the Securities. This means that you will not
benefit from any price appreciation in the applicable Underlying Shares, nor
will you receive dividends paid on the applicable Underlying Shares, if any.
Accordingly, you will never receive at maturity an amount greater than a
predetermined amount per Security, regardless of how much the price of the
applicable Underlying Shares may increase during the term of the Securities or
on the determination date. The return on a Security may be
significantly less than the return on a direct investment in the applicable
Underlying Shares to which the Security is linked during the term of the
Security.
Liquidity
Risk
The Securities will
not be listed on any securities exchange. Accordingly, there may be
little or no secondary market for the Securities and information regarding
independent market pricing of the Securities may be very limited or
non-existent. The value of the Securities in the secondary market, if any, will
be subject to many unpredictable factors, including then prevailing market
conditions.
It is important to note that many
factors will contribute to the secondary market value of the Securities, and you
may not receive your full principal back if the Securities are sold prior to
maturity. Such factors include, but are not limited to, time
to maturity, the price of the applicable Underlying Shares, volatility and
interest rates.
In addition, the
price, if any, at which our affiliate or another party is willing to purchase
Securities in secondary market transactions will likely be lower than the issue
price, since the issue price included, and secondary market prices are likely to
exclude, commissions, discounts or mark-ups paid with respect to the Securities,
as well as the cost of hedging our obligations under the
Securities.
Holdings
of the Securities by Our Affiliates and Future Sales
Certain of our
affiliates may agree to purchase for investment the portion of the Securities
that has not been purchased by investors in a particular offering of Securities,
which initially they intend to hold for investment purposes. As
PS-8
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
a result, upon
completion of such an offering, our affiliates may own up to 15% of the
aggregate face amount of the Securities. Circumstances may occur in
which our interests or those of our affiliates could be in conflict with your
interests. For example, our affiliates may attempt to sell the
Securities that they had been holding for investment purposes at the same time
that you attempt to sell your Securities, which could depress the price, if any,
at which you can sell your Securities. Moreover, the liquidity of the
market for the Securities, if any, could be substantially reduced as a result of
our affiliates holding the Securities. In addition, our affiliates could have
substantial influence over any matter subject to consent of the security
holders.
Potential
Conflicts of Interest
We and our
affiliates play a variety of roles in connection with the issuance of the
Securities, including acting as calculation agent. In performing
these duties, the economic interests of the calculation agent and other
affiliates of ours are potentially adverse to your interests as an investor in
the Securities. We and our affiliates may carry out hedging
activities that minimize our risks related to the Securities, including trading
in any of the Underlying Shares. In particular, on or prior to the date of this
Pricing Supplement, we, through our affiliates, may have hedged our anticipated
exposure in connection with the Securities by taking positions in the Underlying
Shares, options contracts on Underlying Shares listed on major securities
markets, and/or other instruments that we deemed appropriate in connection with
such hedging. Our purchase activity, however, could potentially have increased
the initial price of the applicable Underlying Shares, and therefore increased
the applicable knock-in level, below which we would be required to deliver to
you at maturity applicable Underlying Shares, which, in turn, would have a value
less than the face amount of your Securities.
No
Affiliation with the Underlying Company
The Underlying
Companies are not affiliates of ours and are not involved with this offering in
any way. The obligations represented by the Securities are our obligations, not
those of the Underlying Companies. Investing in the Securities is not
equivalent to investing in any of the Underlying Shares. Neither we nor Holding nor any of our
affiliates have any affiliation with any of the Underlying Companies, and are
not responsible for any Underlying Company’s public disclosure of information,
whether contained in SEC filings or otherwise.
Uncertain
Tax Treatment
You should review
carefully the section of the accompanying Product Supplement entitled “U.S.
Federal Income Tax Consequences.” Although the tax consequences of an investment
in the Securities are unclear, we believe that it is reasonable to treat a
Security for U.S. federal income tax purposes as a put option (the “Put Option”), written by you to us
with respect to the Underlying Shares, secured by a cash deposit equal to the
face amount of the Security (the “Deposit”). Under
this treatment, less than the full amount of each coupon payment will be
attributable to the interest on the Deposit, and the excess of each coupon
payment over the portion of the coupon payment attributable to the interest on
the Deposit will represent a portion of the option premium attributable to your
grant of the Put Option (the “Put Premium,” and collectively
for all coupon payments received, “Put Premiums”). Interest on
the Deposit generally will be treated as ordinary income on indebtedness while
the Put Premium will not be taken into account prior to sale, exchange or
maturity of the Securities. The cover of the Pricing Supplement reflects our
preliminary determination of the rate of interest paid on the Deposit and the
amount of the Put Premiums.
Due to the absence
of authorities that directly address instruments that are similar to the
Securities, significant aspects of the U.S. federal income tax consequences of
an investment in the Securities are uncertain. We do not plan to request a
ruling from the Internal Revenue Service (the “IRS”), and the IRS or a court
might not agree with the tax treatment described in this Pricing Supplement and
the accompanying Product Supplement. If the IRS were successful in asserting an
alternative treatment for the Securities, the tax consequences of the ownership
and disposition of the Securities could be affected materially and
adversely.
In December 2007,
the Treasury and the IRS released a notice requesting comments on various issues
regarding the U.S. federal income tax treatment of “prepaid forward contracts”
and similar instruments. While it is not clear whether the Securities would be
viewed as similar to the typical prepaid forward contract described in the
notice, any Treasury regulations or other guidance promulgated after
consideration of these issues could materially and adversely affect the tax
consequences of an investment in the Securities, possibly with retroactive
effect.
PS-9
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
Both
U.S. and non-U.S. holders should consult their tax advisers regarding all
aspects of the U.S. federal tax consequences of investing in the Securities
(including possible alternative treatments and the issues presented by the
December 2007 notice), as well as any tax consequences arising under the laws of
any state, local or non-U.S. taxing jurisdiction.
PS-10
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
HYPOTHETICAL
SENSITIVITY ANALYSIS OF TOTAL RETURN
OF
THE SECURITIES AT MATURITY
The following
tables set out the total return to maturity of a Security, based on the
assumptions outlined below and several variables, which include (a) whether the
closing price of the Underlying Shares has fallen below the knock-in level on
any trading day during the knock-in period and (b) several hypothetical closing
prices for the Underlying Shares on the determination date. The information in
the tables is based on hypothetical market values for the Underlying Shares. We
cannot predict the market price or the closing price of the Underlying Shares on
the determination date or at any time during the term of the Securities. The assumptions
expressed below are for illustrative purposes only and the returns set forth in
the table may or may not be the actual rates applicable to a purchaser of the
Securities.
Assumptions
|
Hypothetical
Initial Price:
|
$45.00
|
|
Hypothetical
Knock-In level:
|
$36.00 (80%
of the hypothetical Initial Price)
|
|
Hypothetical
Annual Interest on the Security:
|
12.00% per
annum or 3.00% over the life of the hypothetical
security
|
|
Hypothetical
Term of the Security:
|
3
Months
|
|
Hypothetical
Exchange Factor:
|
1.0 (we have
assumed that no market disruption event occurs and the calculation agent
does not need to adjust the exchange factor for any adjustment events
during the term of the Securities).
|
Payment
at maturity if the closing price of the Underlying Shares falls below the
knock-in level on any trading day during the knock-in period:
|
Assumed
Underlying Shares Closing Price on Determination Date
|
Hypothetical
Value of Payment at Maturity(a)
|
Hypothetical
Total Coupon
(Payable
in Three Monthly Coupon Payments)(b)
|
Hypothetical
Total Return(c)
over
the life of the security
|
Hypothetical
Total Return(c)
over
the life of the security
|
|
$45.00 or
greater
|
$1,000.00
|
$30.00
|
$1,030.00
|
3.00%
|
|
$43.88
|
$ 975.10
|
$30.00
|
$1,005.10
|
0.51%
|
|
$42.75
|
$ 949.99
|
$30.00
|
$ 979.99
|
-2.00%
|
|
$41.85
|
$ 929.99
|
$30.00
|
$ 959.99
|
-4.00%
|
|
$39.97
|
$ 888.21
|
$30.00
|
$ 918.21
|
-8.18%
|
|
$37.97
|
$ 843.77
|
$30.00
|
$ 873.77
|
-12.62%
|
|
$30.38
|
$ 675.10
|
$30.00
|
$ 705.10
|
-29.49%
|
|
$21.27
|
$ 472.66
|
$30.00
|
$ 502.66
|
-49.73%
|
|
$10.64
|
$ 236.44
|
$30.00
|
$ 266.44
|
-73.36%
|
|
$ 5.32
|
$ 118.22
|
$30.00
|
$ 148.22
|
-85.18%
|
|
$ 0.00
|
$ 0.00
|
$30.00
|
$ 30.00
|
-97.00%
|
Payment
at maturity if the closing price of the Underlying Shares never falls below the
knock-in level on any trading day during the knock-in period:
|
Assumed
Underlying Shares Closing Price on Determination Date
|
Hypothetical
Value of Payment at Maturity(d)
|
Hypothetical
Total Coupon
(Payable
in Three Monthly Coupon Payments)(b)
|
Hypothetical
Total Return(c)
over
the life of the security
|
|
|
$45.00 or
greater
|
$1,000.00
|
$30.00
|
$1,030.00
|
3.00%
|
|
$40.50
|
$1,000.00
|
$30.00
|
$1,030.00
|
3.00%
|
|
$38.48
|
$1,000.00
|
$30.00
|
$1,030.00
|
3.00%
|
|
$36.00
|
$1,000.00
|
$30.00
|
$1,030.00
|
3.00%
|
Please
see footnotes on next page.
PS-11
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
______________________
|
(a)
|
Based on the
assumptions set forth above, if the closing price of the Underlying Shares
falls below $36.00 on any trading day during the knock-in period and, in
addition, the closing price of the Underlying Shares is less than $45.00
on the determination date, the payment at maturity will be made in
Underlying Shares. For determining the value of the payment at maturity,
we have assumed that the closing price of the Underlying Shares will be
the same on the maturity date as on the determination
date.
|
|
(b)
|
Coupons on
the Securities will be computed on the basis of a 360-day year of twelve
30-day months or, in the case of an incomplete month, the number of actual
days elapsed. Accordingly, depending on the number of days in any monthly
coupon payment period, the coupon payable in such period and,
consequently, the total coupons payable over the term of the Securities,
may be less than the amount reflected in this column.
|
|
(c)
|
The total
return presented is exclusive of any tax consequences of owning the
Securities. You should consult your tax advisor regarding whether owning
the Securities is appropriate for your tax situation. See the sections
titled “Risk Factors” in this Pricing Supplement and the accompanying
Product Supplement No. 1-III and “United States Federal Taxation” and
“Taxation in the Netherlands” in the accompanying Prospectus
Supplement.
|
|
(d)
|
Based on the
assumptions set forth above, if the closing price of the Underlying Shares
never falls below $36.00 on any trading day during the knock-in period,
the payment at maturity will be made in
cash.
|
PS-12
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
PUBLIC
INFORMATION REGARDING THE UNDERLYING SHARES
The Underlying
Shares are shares of the Common Stock of the Underlying Companies set forth on
the following pages. The Underlying Shares are registered under the
Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange
Act.” Companies with securities registered under the Exchange Act are required
periodically to file certain financial and other information specified by the
Securities and Exchange Commission, which we refer as the “Commission.”
Information provided to or filed with the Commission can be inspected and copied
at the public reference facilities maintained by the Commission at 100 F Street,
N.E., Washington, D.C. 20549. Copies of this material can also be
obtained from the Public Reference Room of the Commission at 100 F Street, N.E.,
Washington, D.C. 20549 at prescribed rates. Please call the Commission at
1-800-SEC-0330 for further information about the Public Reference Room. In
addition, information provided to or filed with the Commission electronically
can be accessed through a website maintained by the Commission. The address of
the Commission’s website is http://www.sec.gov. Information provided to or filed
with the Commission by each of the Underlying Companies pursuant to the Exchange
Act can be located by reference to the applicable Commission file number
provided in the information below.
In addition,
information regarding the Underlying Companies may be obtained from other
sources including, but not limited to, press releases, newspaper articles and
other publicly disseminated documents. We make no representation or warranty as
to the accuracy or completeness of such reports.
This Pricing Supplement relates only
to the Securities offered by us and does not relate to any of the Underlying
Shares or other securities of the Underlying Companies. We will
derive all disclosures contained in this Pricing Supplement regarding
the Underlying Companies from
the publicly available documents described above. Neither we nor Holding nor the
agents have participated in the preparation of such documents or made any due
diligence inquiry with respect to the Underlying Companies in connection with
the offering of the Securities. Neither we nor Holding nor the agents make any
representation that such publicly available documents or any other publicly
available information regarding the Underlying Companies are accurate or
complete. Furthermore, neither we nor Holding can give any assurance that all
events occurring prior to the date of this Pricing Supplement (including events
that would affect the accuracy or completeness of the publicly available
documents described above) that would affect the trading price of the applicable
Underlying Shares (and therefore the applicable initial price, knock-in level
and redemption amount) have been publicly disclosed. Subsequent disclosure of
any such events or the disclosure of or failure to disclose material future
events concerning any of the Underlying Companies could affect the value you
will receive on the maturity date with respect to the Securities and therefore
the trading prices of the applicable Securities. Neither we nor
Holding nor any of our affiliates have any obligation to disclose any
information about any of the Underlying Companies after the date of this Pricing
Supplement.
Neither
we nor Holding nor any of our affiliates makes any representation to you as to
the performance of any of the Underlying Shares.
We and/or our
affiliates may presently or from time to time engage in business with any of the
Underlying Companies, including extending loans to, or making equity investments
in, or providing advisory services to any of the Underlying Companies, including
merger and acquisition advisory services. In the course of such business, we
and/or our affiliates may acquire non-public information with respect to any of
the Underlying Companies and, in addition, one or more of our affiliates may
publish research reports with respect to any of the Underlying Companies. The
statement in the preceding sentence is not intended to affect the rights of
holders of the Securities under the securities laws. As a prospective purchaser of a
Security, you should undertake such independent investigation of the applicable
Underlying Company as in your judgment is appropriate to make an informed
decision with respect to an investment in the applicable Underlying
Shares.
PS-13
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
DryShips Inc.
According
to publicly available documents, DryShips Inc., which we refer to as “DryShips,”
is the owner, through its subsidiaries, of a fleet of drybulk carriers which
principally carry a variety of drybulk commodities including major bulks such as
coal, iron ore, and grains, and minor bulks such as bauxite, phosphate,
fertilizers and steel products. DryShips’ SEC file number is
001-33922.
Historical
Information
The common stock,
par value $0.01 per share, of DryShips is traded on the NASDAQ Global Select
Market under the symbol “DRYS”. The following table sets forth the published
highest intra-day price for the quarter, lowest intra-day price for the quarter
and last day closing price for the quarter of the Common Stock of DryShips since
2005.
|
Period
|
High
Intra-day Price
|
Low
Intra-day Price
|
Last
Day Closing Price
|
|
2005
|
|||
|
First
Quarter
|
$ 23.90
|
$17.90
|
$19.49
|
|
Second
Quarter
|
$ 19.50
|
$15.40
|
$16.51
|
|
Third
Quarter
|
$ 17.48
|
$13.80
|
$17.23
|
|
Fourth
Quarter
|
$ 17.30
|
$11.81
|
$12.22
|
|
2006
|
|||
|
First
Quarter
|
$ 13.84
|
$ 9.90
|
$10.58
|
|
Second
Quarter
|
$ 11.25
|
$ 8.50
|
$10.79
|
|
Third
Quarter
|
$ 14.89
|
$10.28
|
$13.40
|
|
Fourth
Quarter
|
$ 18.06
|
$12.63
|
$18.01
|
|
2007
|
|||
|
First
Quarter
|
$ 23.67
|
$16.85
|
$22.53
|
|
Second
Quarter
|
$ 44.75
|
$22.66
|
$43.38
|
|
Third
Quarter
|
$ 93.35
|
$43.51
|
$90.85
|
|
Fourth
Quarter
|
$131.34
|
$69.63
|
$77.40
|
|
2008
|
|||
|
First
Quarter
|
$ 88.49
|
$48.24
|
$59.91
|
|
Second
Quarter
|
$116.43
|
$58.65
|
$80.18
|
|
Third
Quarter
|
$ 81.45
|
$30.52
|
$35.49
|
|
Fourth
Quarter
|
$ 38.86
|
$ 3.04
|
$10.66
|
|
2009
|
|||
|
First
Quarter
|
$
17.35
|
$ 2.73
|
$ 5.09
|
|
Second
Quarter
|
$
11.48
|
$ 4.35
|
$ 5.78
|
|
Third
Quarter
|
$ 7.99
|
$ 4.90
|
$ 6.63
|
|
Fourth
Quarter
|
$ 7.62
|
$ 5.66
|
$ 5.82
|
|
2010
|
|||
|
First Quarter
(through March 16, 2010)
|
$ 6.95
|
$ 5.07
|
$ 5.95
|
PS-14
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
Las Vegas Sands
Corp.
According
to publicly available documents, Las Vegas Sands Corp., which we refer to as
“Las Vegas Sands,” owns and
operates The Venetian Resort Hotel Casino, The Palazzo Resort Hotel Casino and
The Sands Expo and Convention Center in Las Vegas, Nevada, and the Sands Macao,
The Venetian Macao Resort Hotel and the Four Seasons Hotel Macao, Cotai Strip in Macao, People’s Republic of China. Las Vegas Sand’s SEC file number is
001-32373.
Historical
Information
The common stock,
par value $0.001 per share, of Las Vegas Sands is traded on the NYSE under the
symbol “LVS.” The following table sets forth the published highest intra-day
price for the quarter, lowest intra-day price for the quarter and last day
closing price for the quarter of the Common Stock of Las Vegas Sands since
2005.
|
Period
|
High
Intra-day Price
|
Low
Intra-day Price
|
Last
Day Closing Price
|
|
2005
|
|||
|
First
Quarter
|
$
51.40
|
$
41.47
|
$
45.00
|
|
Second
Quarter
|
$
45.32
|
$
33.13
|
$
35.75
|
|
Third
Quarter
|
$
40.73
|
$
30.97
|
$
32.91
|
|
Fourth
Quarter
|
$
46.44
|
$
29.08
|
$
39.47
|
|
2006
|
|||
|
First
Quarter
|
$
58.02
|
$ 38.44
|
$
56.66
|
|
Second
Quarter
|
$
78.90
|
$ 54.68
|
$
77.86
|
|
Third
Quarter
|
$
77.86
|
$ 57.71
|
$
68.35
|
|
Fourth
Quarter
|
$
97.25
|
$ 66.06
|
$
89.48
|
|
2007
|
|||
|
First
Quarter
|
$109.45
|
$ 81.01
|
$ 86.61
|
|
Second
Quarter
|
$ 91.91
|
$ 71.24
|
$ 76.39
|
|
Third
Quarter
|
$142.75
|
$ 75.56
|
$133.42
|
|
Fourth
Quarter
|
$148.76
|
$102.50
|
$103.05
|
|
2008
|
|||
|
First
Quarter
|
$105.35
|
$
70.00
|
$
73.64
|
|
Second
Quarter
|
$ 83.13
|
$
45.30
|
$
47.44
|
|
Third
Quarter
|
$ 59.00
|
$
30.56
|
$
36.11
|
|
Fourth
Quarter
|
$ 37.00
|
$ 2.89
|
$ 5.93
|
|
2009
|
|||
|
First
Quarter
|
$ 9.15
|
$ 1.38
|
$ 3.01
|
|
Second
Quarter
|
$ 11.84
|
$ 3.08
|
$ 7.86
|
|
Third
Quarter
|
$ 20.73
|
$ 6.32
|
$
16.84
|
|
Fourth
Quarter
|
$ 18.83
|
$
12.95
|
$
14.94
|
|
2010
|
|||
|
First Quarter
(through March 16, 2010)
|
$20.11
|
$14.89
|
$20.06
|
PS-15
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
We obtained the
prices listed in the tables above from Bloomberg Financial Markets without
independent verification. You should not take the historical prices of any of
the Underlying Shares as an indication of future performance. Neither we nor Holding can give any
assurance that the price of any of the Underlying Shares will not decrease, such
that we will deliver the applicable Underlying Shares at
maturity.
Neither we nor ABN
AMRO Holding N.V. make any representation as to the amount of dividends, if any,
that any of the Underlying Companies will pay in the future. In any event, as a
holder of a Security, you will not be entitled to receive dividends, if any,
that may be payable on any of the Underlying Shares.
PS-16
|
THE ROYAL BANK OF SCOTLAND N.V.
Reverse Exchangeable Securities
(REXs)
|
PLAN
OF DISTRIBUTION (CONFLICTS OF INTEREST)
We have appointed
RBS Securities Inc. (“RBSSI”) as agent for any offering of the
Securities. RBSSI has agreed to use reasonable efforts to solicit
offers to purchase the Securities. We will pay RBSSI, in connection
with sales of the Securities resulting from a solicitation such agent made or an
offer to purchase such agent received, a commission of 2.75% of the initial
offering price of the Securities. RBSSI has informed us that, as part of its
distribution of the Securities, it intends to reoffer the Securities to other
dealers who will sell the Securities. Each such dealer engaged by
RBSSI, or further engaged by a dealer to whom RBSSI reoffers the Securities,
will purchase the Securities at an agreed discount to the initial offering price
of the Securities. RBSSI has informed us that such discounts may vary
from dealer to dealer and that not all dealers will purchase or repurchase the
Securities at the same discount. You can find a general description of the
commission rates payable to the agents under “Plan of Distribution” in the
accompanying Product Supplement No. 1-III.
RBSSI is an
affiliate of ours and ABN AMRO Holding N.V. RBSSI will conduct this offering in
compliance with the requirements of NASD Rule 2720 of the Financial Industry
Regulatory Authority, which is commonly referred to as FINRA, regarding a FINRA
member firm’s distributing the securities of an affiliate. Following the initial
distribution of any of these Securities, RBSSI may offer and sell those
Securities in the course of its business as a broker-dealer. RBSSI may act as
principal or agent in those transactions and will make any sales at varying
prices related to prevailing market prices at the time of sale or otherwise.
RBSSI may use this Pricing Supplement and the accompanying Prospectus and
Prospectus Supplement in connection with any of those transactions. RBSSI is not
obligated to make a market in any of these Securities and may discontinue any
market-making activities at any time without notice.
RBSSI or an
affiliate of RBSSI will enter into one or more hedging transactions with us in
connection with this offering of Securities. See “Use of Proceeds” in the
accompanying Product Supplement No. 1-III.
To the extent that
the total aggregate face amount of the Securities being offered by this Pricing
Supplement is not purchased by investors in the offering, one or more of our
affiliates has agreed to purchase the unsold portion, and to hold such
Securities for investment purposes. See “Holdings of the Securities by our
Affiliates and Future Sales” under the heading “Risk Factors” in this Pricing
Supplement.
PS-17