The Royal Bank of Scotland plc
(incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980
UP TO SEK 100,000,000 CAPITAL PROTECTED NOTES LINKED TO A US STOCKS BASKET
ISSUE PRICE: 100% (INCLUDING A DISTRIBUTION FEE OF UP TO 5%)
UP TO SEK 100,000,000 CAPITAL PROTECTED NOTES LINKED TO A US STOCKS BASKET
ISSUE PRICE: 100% (INCLUDING A DISTRIBUTION FEE OF UP TO 5%)
UP TO SEK 100,000,000 NON-CAPITAL PROTECTED NOTES LINKED TO A US STOCKS BASKET
ISSUE PRICE: 9% (INCLUDING A DISTRIBUTION FEE OF UP TO 2%)
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR POLITICAL SUBDIVISION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE U.S. STATE SECURITIES LAWS. THE SECURITIES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN OFFSHORE TRANSACTIONS THAT MEET THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT. FURTHERMORE, TRADING IN THE SECURITIES HAS NOT BEEN APPROVED BY THE UNITED STATES COMMODITY FUTURES TRADING COMMISSION UNDER THE UNITED STATES COMMODITY EXCHANGE ACT, AS AMENDED. THE SECURITIES DO NOT CONSTITUTE UNITS OF COLLECTIVE INVESTMENT SCHEMES WITHIN THE MEANING OF THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES ("CISA") AND ARE NOT SUBJECT TO THE APPROVAL OF, OR SUPERVISION BY THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY ("FINMA"). HOLDERS OF THE SECURITIES ARE EXPOSED TO THE CREDIT RISK OF THE ISSUER. FINAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Product Conditions applicable to each Series of Securities described herein (the “relevant Product Conditions”) as set forth in the Base Prospectus relating to Notes dated 25 May 2012 (the “Base Prospectus”), as supplemented from time to time, which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of each Series of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Securities described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing at the office of the Issuer at 36 St Andrew Square, Edinburgh EH2 2YB, Scotlandand copies may be obtained from the Issuer at that address. These Final Terms relate to the Securities and must be read in conjunction with, and are subject to, the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so supplemented. These Final Terms, the relevant Product Conditions and the General Conditions together constitute the Conditions of each Series of the Securities described herein and will be attached to any Global Security representing each such Series of the Securities. In the event of any inconsistency between these Final Terms and the General Conditions or the relevant Product Conditions, these Final Terms will govern. The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), the Financial Services and Markets Authority (FSMA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB), Commission de Surveillance du Secteur Financier (CSSF), Financial Services Authority (FSA), the Financial Supervisory Authority (FIN-FSA), the Danish Financial Services Authority (Finanstilsynet), the Swedish Financial Supervisory Authority and the Financial Supervisory Authority of Norway (Finanstilsynet) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive. The Securities do not constitute units of collective investment schemes within the meaning of the Swiss Federal Act on Collective Investment Schemes (“CISA”) and are not subject to the approval of, or supervision by the Swiss Financial Market Supervisory Authority (“FINMA”). Holders of the Securities are exposed to the credit risk of the Issuer. So far as the Issuer is aware, no person (other than the Issuer in its separate capacities as Issuer and Calculation Agent, see “Risk Factors - Actions taken by the Calculation Agent may affect the Underlying” and “Risk Factors – Actions taken by the Issuer may affect the value of the Securities” in the Base Prospectus) involved in the issue of the Notes has an interest material to the offer.
From (and including) 20 August 2012 up to (and including) 28 September 2012
Nordic Growth Market (NGM) – NDX (Nordic Derivatives Exchange) Official List Bonds section
The Issue Date, or as soon as practicable thereafter
Application has been made for the Securities to be admitted to trading on the Nordic Growth Market (NGM) – NDX (Nordic Derivatives Exchange) Official List Bonds Section with effect from the Listing Date.
If, following the date of these Final Terms, but before the later of (i) the closure of the offer for the Securities; and (ii) if applicable, the admission of the Securities to trading on the Nordic Growth Market (NGM) – NDX (Nordic Derivatives Exchange) Official List Bonds Section the Prospectus (the Original Prospectus) is supplemented, updated or replaced (including replacement following the expiry of the Original Prospectus) then the Issuer shall be entitled, without the consent of any Holder, any prospective Holder or any other person, to amend these Final Terms so as to provide, and/or replace these Final Terms with ones which provide that references to the Original Prospectus herein shall be to the Original Prospectus as amended, supplemented, updated or replaced (save that the terms and conditions applicable to the Securities shall be the Conditions set forth in the Original Prospectus.
Please refer to the section of the Base Prospectus entitled “General
Information - Information on the Offering of the Securities - (d) Minimum/
Please refer to the section of the Base Prospectus entitled “General
Information - Information on the Offering of the Securities - (f) Details of the
Manner in Which the Results of the Initial Offer are to be Made Public”
The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA, United Kingdom
In respect of Securities cleared through CREST, Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol, BS13 8AE, England.
In respect of Securities not cleared through CREST, None
Issuing and Paying Agent: SEB Stockholm, Rissneleden 110, SE-106 40 Stockholm, Sweden
The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA, United Kingdom
Standard & Poor’s Credit Market Services Europe Limited: Not Applicable Moody’s Investors Service Limited: Not Applicable Fitch Ratings Limited: Not Applicable
SHARE NOTES Capital Protected Notes linked to a US Stocks Basket
100% (Including a distribution fee of up to 5%)
Share Share Exchange Underlying Currency
The ordinary share of Abbott Laboratories
the Share Company (Bloomberg Code: ABT UN
the Share Company (Bloomberg Code: CTL UN
The ordinary share of Verizon Communications
the Share Company Inc. (Bloomberg Code: VZ
the Share Company (Bloomberg Code: SO UN
(ISIN: US8425871071) <EQUITY>)
The ordinary share of AT & T Inc. (Bloomberg
the Share Company Code: T UN <EQUITY>)
The ordinary share of American Electric Power
(ISIN: US0255371017) (Bloomberg Code: AEP UN
The definition in Product Condition 1 applies
Nominal Amount x [1 + P x Max (Basket Value - 100%, 0) x (FXFinal / FXInitial)]
“Basket Value” means an amount determined by the Calculation Agent in accordance with the following formula:
“n” = the number of Shares comprised in the Basket, where n = 10;
“Si, T” = with respect to each Share, the Final Reference Price;
“Si, 0” = with respect to each Share, the Initial Reference Price;
“wi” = with respect to each Share, the Weight specified as such in the
“Final Exchange Rate” means the mid Exchange Rate, quoted as
an amount of the Settlement Currency for 1 USD, as determined by the Calculation Agent at or around 16:00 London time on Bloomberg page WMCO, or by reference to any other source as the Calculation Agent may reasonably determine to be appropriate at such time;
“FXFinal” means the Final Exchange Rate on the Trading Day
immediately following the final Valuation Date;
“FXInitial” means the Final Exchange Rate on the Pricing Date; and
“P”means a participation rate to be set by the Calculation Agent on
or before 11 October 2012 subject to a minimum of 130%. The indicative participation rate is 180%
Emerging Market Disruption Events: The definition in Product Condition 1 applies
Means with respect to each Share, an amount equal to the arithmetic
mean of the prices of the Share quoted on the Exchange at the Valuation Time on each Valuation Date, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share, on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant, subject to adjustment in accordance with Product Condition 4
Means, with respect to each Share, the price of such Share quoted on the Exchange at the Valuation Time on the Pricing Date as determined by or on behalf of the Calculation Agent, without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant, subject to adjustment in accordance with
The definition in Product Condition 1 applies
The Maturity Date or, if later, the tenth Business Day following the final Valuation Date
8, or in respect of an Emerging Market Disruption Event only, 180
For the purpose of Initial Averaging Dates: Not Applicable
For the purpose of Final Averaging Dates: Not Applicable
The definition in Product Condition 1 applies
25th of each calendar month from (and including) 25 October 2016 up to (and including) 25 October 2017 or, if any such day is not a Trading Day, the next succeeding day which is a Trading Day
Amendments to General Conditions As specified in Additional Condition 4, with Additional Condition 4.1 or Product Conditions:
The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and the Securities may not be exercised, offered, sold, transferred or delivered within the United States or to, or for the account or benefit of, any U.S. person as defined in Regulation S under the Securities Act. Furthermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended and no U.S. person may at any time trade or maintain a position in the Securities. INFORMATION ON THE UNDERLYING
Performance of Underlying/formula/ General: Fluctuations in the value of the Underlying will have an other variable, explanation of effect on effect on the value of the Securities throughout the life of the value of investment and associated Securities and at maturity/expiration. The value of the Underlying risks and other information concerning may go down or up throughout the life of the Securities. the Underlying: Positive Correlation: All other things being equal, positive performance of the Underlying will have a positive effect on the value of the Securities at maturity/expiration. Greater than 100% Participation: Any increase in the value or performance of the Underlying will have a greater effect on the value of the Securities at maturity/expiration than would have been the case if the Securities had been exposed to 100% of the value or performance of the Underlying. FX Adjustment: The value of the Securities will be affected both by the value or performance of the Underlying and by the performance of the relevant FX rate between the currency of the Underlying and the currency of the Securities. Equal Weighting in Basket: Equal weighting of each constituent in the basket means that the value or performance of each constituent will have an equal influence on the value of the Securities at maturity/expiration. Capital Protection: The minimum value of the Securities at maturity/expiration will equal 100%, irrespective of the value or performance of the Underlying.
Page where information about the past See Basket and future performance of the Underlying and its volatility can be obtained:
Under normal market conditions The Royal Bank of Scotland plc
intends to maintain a secondary market throughout the life of the product
Capital Protected Notes linked to a US Stocks Basket
100% (Including a distribution fee of up to 5%)
Share Share Exchange Underlying Currency
The ordinary share of Abbott Laboratories
the Share Company (Bloomberg Code: ABT UN
the Share Company (Bloomberg Code: CTL UN
The ordinary share of Verizon Communications
the Share Company Inc. (Bloomberg Code: VZ
the Share Company (Bloomberg Code: SO UN
(ISIN: US8425871071) <EQUITY>)
The ordinary share of AT & T Inc. (Bloomberg
the Share Company Code: T UN <EQUITY>)
The ordinary share of American Electric Power
(ISIN: US0255371017) (Bloomberg Code: AEP UN
The definition in Product Condition 1 applies
Nominal Amount x [1 + P x Max (Basket Value - 110%, 0) x (FXFinal / FXInitial)]
“Basket Value” means an amount determined by the Calculation Agent in accordance with the following formula:
“n” = the number of Shares comprised in the Basket, where n = 10;
“Si, T” = with respect to each Share, the Final Reference Price;
“Si, 0” = with respect to each Share, the Initial Reference Price;
“wi” = with respect to each Share, the Weight specified as such in the
“Final Exchange Rate” means the mid Exchange Rate, quoted as
an amount of the Settlement Currency for 1 USD, as determined by the Calculation Agent at or around 16:00 London time on Bloomberg page WMCO, or by reference to any other source as the Calculation Agent may reasonably determine to be appropriate at such time;
“FXFinal” means the Final Exchange Rate on the Trading Day
immediately following the final Valuation Date;
“FXInitial” means the Final Exchange Rate on the Pricing Date; and
“P”means a participation rate to be set by the Calculation Agent on
or before 11 October 2012 subject to a minimum of 80%. The indicative participation rate is 100%
Emerging Market Disruption Events: The definition in Product Condition 1 applies
Means with respect to each Share, an amount equal to the arithmetic
mean of the prices of the Share quoted on the Exchange at the Valuation Time on each Valuation Date, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share, on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant, subject to adjustment in accordance with Product Condition 4
Means, with respect to each Share, the price of such Share quoted on the Exchange at the Valuation Time on the Pricing Date as determined by or on behalf of the Calculation Agent, without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant, subject to adjustment in accordance with Product Condition 4
8 November 2013, 8 November 2014, 8 November 2015, 8 November 2016 and the Maturity Date
Means a rate to be set by the Calculation Agent on or before 11 October 2012 subject to a minimum of 1.00% per annum. The indicative rate is 2.00% per annum
The number of days in the relevant period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months (unless (i) the last day of the Interest Period is the 31st day of a month but the first day of the Interest Period is a day other than the 30th or 31st day of a month, in which case the month that includes that last day shall not be considered to be shortened to a 30-day month, or (ii) the last day of the Interest Period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30 day month))
The definition in Product Condition 1 applies
The Maturity Date or, if later, the tenth Business Day following the final Valuation Date
8, or in respect of an Emerging Market Disruption Event only, 180
For the purpose of Initial Averaging Dates: Not Applicable
For the purpose of Final Averaging Dates: Not Applicable
The definition in Product Condition 1 applies
25th of each calendar month from (and including) 25 October 2016 up to (and including) 25 October 2017 or, if any such day is not a Trading Day, the next succeeding day which is a Trading Day
Amendments to General Conditions As specified in Additional Condition 4, with Additional Condition 4.1 or Product Conditions:
The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and the Securities may not be exercised, offered, sold, transferred or delivered within the United States or to, or for the account or benefit of, any U.S. person as defined in Regulation S under the Securities Act. Furthermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as
amended and no U.S. person may at any time trade or maintain a position in the Securities.INFORMATION ON THE UNDERLYING
Performance of Underlying/formula/ General: Fluctuations in the value of the Underlying will have an other variable, explanation of effect on effect on the value of the Securities throughout the life of the value of investment and associated Securities and at maturity/expiration. The value of the Underlying risks and other information concerning may go down or up throughout the life of the Securities. the Underlying: Payments prior to maturity/expiration: The features listed below may also affect payments made prior to the scheduled maturity/expiration date. Positive Correlation: All other things being equal, positive performance of the Underlying will have a positive effect on the value of the Securities at maturity/expiration. Greater than 100% Participation: Any increase in the value or performance of the Underlying will have a greater effect on the value of the Securities at maturity/expiration than would have been the case if the Securities had been exposed to 100% of the value or performance of the Underlying. Less than 100% Participation: Any increase in the value or performance of the Underlying will have a lesser effect on the value of the Securities at maturity/expiration than would have been the case if the Securities had been exposed to 100% of the value or performance of the Underlying. FX Adjustment: The value of the Securities will be affected both by the value or performance of the Underlying and by the performance of the relevant FX rate between the currency of the Underlying and the currency of the Securities. Equal Weighting in Basket: Equal weighting of each constituent in the basket means that the value or performance of each constituent will have an equal influence on the value of the Securities at maturity/expiration. Capital Protection: The minimum value of the Securities at maturity/expiration will equal 100%, irrespective of the value or performance of the Underlying.
Page where information about the past See Basket and future performance of the Underlying and its volatility can be obtained:
Under normal market conditions The Royal Bank of Scotland plc
intends to maintain a secondary market throughout the life of the product
Non-Capital Protected Notes linked to a US Stocks Basket
9% (Including a distribution fee of up to 2%)
Share Share Exchange Underlying Currency
The ordinary share of Abbott Laboratories
the Share Company (Bloomberg Code: ABT UN
the Share Company (Bloomberg Code: CTL UN
The ordinary share of Verizon Communications
the Share Company Inc. (Bloomberg Code: VZ
the Share Company (Bloomberg Code: SO UN
(ISIN: US8425871071) <EQUITY>)
The ordinary share of AT & T Inc. (Bloomberg
the Share Company Code: T UN <EQUITY>)
The ordinary share of American Electric Power
(ISIN: US0255371017) (Bloomberg Code: AEP UN
The definition in Product Condition 1 applies
Nominal Amount x [UP x Max(Basket Value -1, 0) x (FXFinal / FXInitial)]
“Basket Value” means an amount determined by the Calculation Agent in accordance with the following formula:
“n” = the number of Shares comprised in the Basket, where n = 10;
“Si, T” = with respect to each Share, the Final Reference Price;
“Si, 0” = with respect to each Share, the Initial Reference Price;
“wi” = with respect to each Share, the Weight specified as such in the
“Final Exchange Rate” means the mid Exchange Rate, quoted as
an amount of the Settlement Currency for 1 USD, as determined by the Calculation Agent at or around 16:00 London time on Bloomberg page WMCO, or by reference to any other source as the Calculation Agent may reasonably determine to be appropriate at such time;
“FXFinal” means the Final Exchange Rate on the Trading Day
immediately following the final Valuation Date;
“FXInitial” means the Final Exchange Rate on the Pricing Date; and
“UP”means a participation rate to be set by the Calculation Agent on
or before 11 October 2012 subject to a minimum of 80%. The indicative participation rate is 100%
Emerging Market Disruption Events: The definition in Product Condition 1 applies
Means with respect to each Share, an amount equal to the arithmetic
mean of the prices of the Share quoted on the Exchange at the Valuation Time on each Valuation Date, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share, on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant, subject to adjustment in accordance with Product Condition 4
Means, with respect to each Share, the price of such Share quoted on the Exchange at the Valuation Time on the Pricing Date as determined by or on behalf of the Calculation Agent, without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant, subject to adjustment in accordance with Product Condition 4
The definition in Product Condition 1 applies
The Maturity Date or, if later, the tenth Business Day following the final Valuation Date
8, or in respect of an Emerging Market Disruption Event only, 180
For the purpose of Initial Averaging Dates: Not Applicable
For the purpose of Final Averaging Dates: Not Applicable
The definition in Product Condition 1 applies
26th of each calendar month from (and including) 26 January 2014 up to (and including) 27 October 2014, in lieu of 26 October 2014 or, if any such day is not a Trading Day, the next succeeding day which is a Trading Day
Amendments to General Conditions As specified in Additional Condition 4, with Additional Condition 4.1 or Product Conditions:
The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and the Securities may not be exercised, offered, sold, transferred or delivered within the United States or to, or for the account or benefit of, any U.S. person as defined in Regulation S under the Securities Act. Furthermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended and no U.S. person may at any time trade or maintain a position in the Securities. INFORMATION ON THE UNDERLYING
Performance of Underlying/formula/ General: Fluctuations in the value of the Underlying will have an other variable, explanation of effect on effect on the value of the Securities throughout the life of the value of investment and associated Securities and at maturity/expiration. The value of the Underlying risks and other information concerning may go down or up throughout the life of the Securities. the Underlying: Positive Correlation: All other things being equal, positive performance of the Underlying will have a positive effect on the value of the Securities at maturity/expiration. Less than 100% Participation: Any increase in the value or performance of the Underlying will have a lesser effect on the value of the Securities at maturity/expiration than would have been the case if the Securities had been exposed to 100% of the value or performance of the Underlying. Greater than 100% Participation: Any increase in the value or performance of the Underlying will have a greater effect on the value of the Securities at maturity/expiration than would have been the case if the Securities had been exposed to 100% of the value or performance of the Underlying. FX Adjustment: The value of the Securities will be affected both by the value or performance of the Underlying and by the performance of the relevant FX rate between the currency of the Underlying and the currency of the Securities. Equal Weighting in Basket: Equal weighting of each constituent in the basket means that the value or performance of each constituent will have an equal influence on the value of the Securities at maturity/expiration. No Capital Protection: All other things being equal, the value or performance of the Underlying will affect the value of the Securities at maturity/expiration, to such an extent that the value of the Securities at maturity/expiration may be zero
Page where information about the past See Basket and future performance of the Underlying and its volatility can be obtained:
Under normal market conditions The Royal Bank of Scotland plc
intends to maintain a secondary market throughout the life of the product
NO SIGNIFICANT CHANGE AND NO MATERIAL ADVERSE CHANGE
There has been no significant change in the financial position of the Issuer Group taken as a whole since 31 December 2011 (the end of the last financial period for which audited financial information of the Issuer Group has been published).
There has been no material adverse change in the prospects of the Issuer Group taken as a whole since 31 December 2011 (the date of the last published audited financial information of the Issuer Group).
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in the Base Prospectus, as completed and/or amended by these Final Terms. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Material changes since the date of the Base Prospectus will trigger the need for a supplement under Article 16 of Directive 2003/71/EC which will be filed with both the AFM and the SIX Swiss Exchange.
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