The Royal Bank of Scotland Group (RBS), founded in 1727, is the fifth largest financial services group in the world by market capitalization* and is one of the Fortune Global 150 companies. This broadly based group employs over 105,000 people across its operations, which span clearing banking, corporate banking, financial services, investment management and insurance in the UK, Europe, Asia and the US.



In March 2000, The Royal Bank of Scotland Group completed the acquisition of NatWest in a £21 billion deal that was the largest take-over in British banking history. This gave rise to a wider Group, with a highly diversified portfolio of activities for corporate, business and personal customers.
The enlarged Group has a market capitalisation of nearly of £50 billion*, compared with £19.7 billion immediately after the acquisition of NatWest.
With an impressive AA Credit Rating, the Group has more than 15 million customers and total assets as of December 2001 of £369 billion.
In the year to December 2001, The Royal Bank of Scotland Group performed strongly, driven by higher income and improvements in efficiency in each of its businesses. Profit before tax, goodwill amortisation and integration costs was up 32% in the year to 31 December 2001, while shareholders received a total return of 70% over the two years to 31 December 2001.



The Royal Bank of Scotland Group enjoys leading positions in the UK across a range of different areas:

number one in the UK in corporate and commercial banking

number one for small business customers

number one in UK offshore banking

number one in private banking

number one provider of telephone motor insurance

number two in UK credit cards

In addition to the full range of banking services it offers under The Royal Bank of Scotland and NatWest brands, the Group includes other organisations well known in financial circles:

Lombard, the asset finance arm of RBS, is a leading provider of business asset finance solutions for virtually any type of operating asset. Lombard is the largest provider of asset finance to the UK corporate market and has assets of approximately £17bn. It is in the process of building a significant asset finance business in the US.

Ulster Bank in Northern Ireland, which also has a very strong presence in the Republic of Ireland.

Coutts Group, the international operator in the private banking sector, managing the portfolios of 70,000 wealthy customers via its 38 offices throughout the world.

Direct Line, one of the major direct motor insurance operators and a leading provider of financial services by telephone in the UK, Spain, Italy and Germany.

Citizens Financial Group, based in Rhode Island (USA), the second largest bank in New England. Citizens recently completed the £1.38bn billion acquisition of the retail banking operation of Mellon Bank, the third largest bank in Pennsylvania.




The Royal Bank of Scotland Group is committed to creating "strategic options" for its future growth, which will deliver exceptional value for its share-holders, customers and staff.
Our philosophy is to "make it happen" for our customers, staff and shareholders. The strong growth in customer numbers, improvement in customer service levels and higher than expected benefits from the acquisition of NatWest have all contributed to the excellent recent performance.



Corporate Banking and Financial Markets (CBFM) serves one third of the British market in corporate banking, and has banking relationships with eighty FTSE 100 and over two hundred FTSE 250 companies. In the U.S., CBFM has relationships with over 50% of the Fortune 100.
CBFM operates in eleven countries and employs 13,000 staff. Through established relations with over 2,500 other banks it has a presence in 140 countries, which includes offices in Italy, France, Germany, Spain, Greece and the U.S.
CBFM provides companies and financial institutions with a combination of readily available capital and relationship banking, allied to the ability to originate, structure and finance transactions. In 2001 CBFM made a contribution of over £3,011m, up 10% on the previous year.

CBFM’s European services are targeted to:

Large companies, in the private and public service sectors

Private equity funds

Institutional investors

Banks and insurance companies

In the last 10 years, RBS has expanded its corporate banking operations internationally, particularly in those businesses where it has already earned acknowledged leadership in the UK.
This strategy has brought CBFM to many leading positions in Europe:

Number 1 in Leveraged Finance: In 2001, RBS was the number one arranger of European loans for leveraged buyouts – by number and value of loans arranged, according to data from Dealogic.

Number 1 in Mezzanine Finance: In the year 2001 RBS Mezzanine was the number one arranger of mezzanine finance for completed European buy-outs in 2001 (source, European VC Journal Feb 2002).

Number 1 in Project Finance: "No.1 arranger for European projects" (Project Finance, Jan 2002); "3rd largest global arranger of project finance loans" (Project Finance, Jan 2002).

Number 1 in Asset Finance: where RBS works under the Lombard brand. World-wide, Lombard is in fifth place – the only larger banks are American – and holds an asset portfolio of £17bn;

Number 1 in Private Placements: having carried out more operations on behalf of European corporates than any other bank, for a total value of £1.53 bn;

Number 1 in Sterling fixed rate securitization: where it has been the leading bank since 1994 and currently has a market share of 22%;

Number 1 in Syndications: In the year 2001, RBS was the number one arranger of UK syndicated loans and number two in Euromarket syndicated loans, according to data from Dealogic loanware.

Number 1 in Shipping Finance, in Greece and in London.

Faced with new market opportunities, corporates have to consider more effective ways of raising funds and review the structure of their balance sheet to improve return on investment. In such an environment, CBFM’s unique approach, ‘can-do’ attitude and appetite for new business can really ‘make it happen’.



CBFM operates in many different business areas, making good use of its capitalisation and its capacity to underwrite, restructure and distribute credit instruments.



The Royal Bank of Scotland’s financial markets division is one of world’s leading operators, providing RBS and NatWest customers with access to international capital markets. It plays a major role in private placements, securitization, currency dealings and derivatives. Our financial markets division has the capability to structure credit operations for companies and institutions all over the world.
All this is accompanied by access to immense investment capital reserves through its relations established over many years with institutional investors and pension funds worldwide.
The range of products RBS offers includes:

Global foreign exchange
Currency and interest rate swaps,
Derivatives (interest rate derivatives, FX derivatives, commodities derivatives, credit derivatives, equity index derivatives),

Futures

Options (interest rates and FX options)

Corporate and financial institutions’ securitizations

High yield bonds

Asset-backed bonds

Private placements

Debt structuring

 

Asset trading

Structured capital market products

Credit-linked notes

Fixed income securities

Money markets products


Our financial markets division is a leader in private placements, having carried out more operations on behalf of European corporations than any other bank: a total value of £1.53bn. It is also No.1 in sterling fixed rate securitization (and indeed has been since 1994), with a market share of 22%.
In the currency and derivatives arena, the financial markets division has been the largest in the world in sterling interest rate swaps for almost a decade. It has been No. 1 in sterling cross-currency swaps since 1999, and is also a strong player in the emerging currencies.
Moreover its position in Europe is:

No 1 in euro/sterling FX

No 1 in short-dated euro interest rate swaps

No 1 in euro/sterling currency options

No 2 in euro interest rate swaps

No 2 in euro FRAs

No 3 in dollar/euro FX

No 3 in dollar/euro currency options




The Royal Bank of Scotland's corporate banking business makes use of its wide network of partner banks in most countries of the world to provide cash management services to its customers. RBS offers its customers a full-range of products, from conventional banking services to asset management, from syndicated loans to leveraged finance. It also has strong links with the bank’s financial markets division, and can offer a full range of risk management and capital markets products.



RBS operates as a lead arranger and underwriter for syndicated loans, project and export finance, lever-aged and acquisition finance and property finance.

Syndications: with its huge financial resources, RBS can boast an underwriting capacity that very few banking groups can rival. This has enabled it to take pole position in the European syndicated loans market. Behind the relationship managers who deal with the customer and the product specialists is a special distribution team in constant touch with investors and in a position to draw up best market conditions for the bank’s clients.
Project and Export Finance: RBS is proud of its long and widely-recognised experience in project financing, where it also acts as an adviser in particular industries such as energy, utilities and infrastructure.
Leveraged and Acquisition Finance: through its leveraged finance unit, RBS supports venture capital and private equity sponsored transactions;


applying a rapid procedure for deal analysis, risk evaluation and completion of deals. In 2001 alone, the bank's leveraged finance division completed over 140 transactions, underwriting £3.7bn of debt capital. RBS acts as lead arranger of the loan package to support leveraged buyouts and offers a range of loan products that include mezzanine finance and high-yield bonds.



Lombard is the UK market leader in the provision of asset finance solutions for virtually any type of business asset - from cars, computers and industrial equipment to aircraft, rail and maritime assets. The value of its asset portfolio exceeds £17bn.
It is the leading provider to firms of all sizes, from SMEs to multinationals. Flexibility is the trademark of Lombard's approach. Lease periods and repayment schedules are tailored to match customers' cash flow profiles and a broad product range encompasses traditional lease purchase, finance lease, and operating lease through to complex, bespoke asset-based solutions. Recommended structures, based on in-depth analysis, are always creative, but practical.
In North America, the Lombard U.S. Equipment Finance division was established in February 2002 and is a secured lender providing structured, specialised financial products to meet the equipment and growth needs of mid- to large-sized businesses throughout the United States.



The Royal Bank has developed a broadly based property loan portfolio in Europe encompassing offices, residential, warehouses and hotels. Quality investors and developers have turned to the bank for debt finance for property transactions across Europe with a total value of over £929m and with a range of structures including term loans, mezzanine finance, VAT facility and guarantees. While most transactions involve direct property acquisitions, significant leveraged buyouts have also been financed.



Royal Bank Private Equity (RBPE) supports enterprise through partnership and financial backing. It targets transactions from £50m to £500 million with key competencies in financial services, aerospace and specialist engineering, chemical, travel and leisure, business and support services.
In addition to RBPE, the group also includes Royal Bank Development Capital, that targets the smaller private equity market focusing on investments between £10 million and £20 million, and a new fund specially devoted for technology, Royal Bank Ventures. The objective is to support its customers with a true partnership approach, providing the right tools for achieving their particular targets.



Based in New York City, CBFM in the US offers Fortune 500 clients across the United States a market-leading product range covering:

Corporate and institutional banking

Financial markets sales and trading

Private placements

Leveraged finance

Structured finance

Asset finance (through Lombard USA)

Additional Royal Bank of Scotland North American offices are located in Houston, Connecticut (Greenwich Capital), Chicago (Greenwich Futures and Lombard US Equipment Finance), New England (Citizens Bank), and Miami (Coutts & Co).

If you would like further information on Royal Bank of Scotland’s services in Europe or the United States, please contact:

Carolyn McAdam
The Royal Bank of Scotland
Edinburgh
Tel: +44(0)131 523 2055
Alison Gillies
The Royal Bank of Scotland
New York
Tel: 212 401 3350
Market capitalization as of 1st March 2002
Exchange rates = Average £/$ exchange rate of
1.4401 for year ended 2001
E/£ and E/$ as of March 19th 2002