UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
The Royal Bank of Scotland Group plc
The Royal Bank of Scotland plc
(Exact name of registrant as specified in its charter)
   
United Kingdom
N/A
(State of incorporation or organization)
(I.R.S. Employer Identification No.)
   
RBS Gogarburn PO Box 1000
Edinburgh EH12 1HQ
United Kingdom
N/A
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
(Zip Code)
 
 
Title of each class
to be so registered
  
Name of each exchange on which
each class is to be registered
     
     
RBS Rogers Enhanced Energy Exchange Traded Notes
  
NYSE Arca, Inc.
     
     
     
     
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o
 
Securities Act registration statement file number to which this form relates:  333-184147 and 333-184147-01 (if applicable)
 
Securities to be registered pursuant to Section 12(g) of the Act:
 
None
(Title of class)
 
 
 
 
 
 
Item 1.  Description of Registrant’s Securities to be Registered.
 
The title of the class of securities to be registered hereunder is “RBS Rogers Enhanced Energy Exchange Traded Notes” (the “ETNs”).  A description of the ETNs is set forth under the (i) the section captioned “Description of Debt Securities” in the registrants’ Prospectus, dated September 28, 2012 (the “Base Prospectus”), which relates to the registrants’ registration statement on Form F-3 (Nos. 333-184147 and 333-184147-01), as supplemented by (ii) the description of the ETNs contained in the Pricing Supplement filed on October 29, 2012 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which contains the final terms and provisions of the ETNs and is hereby deemed to be incorporated by reference into this Registration Statement and to be a part hereof.  The outstanding principal amount of the securities registered hereby may be increased from time to time in the future due to further issuances of securities of the series having substantially the same terms. If any such additional securities are issued, a pricing supplement relating to them will be filed with the Securities and Exchange Commission and will be incorporated herein by reference. The securities registered hereby are, and any additional securities registered hereby in the future will be, all part of a single series as described in the documents referenced above.
 
Item 2.  Exhibits.
 
 
1.
Amended and Restated Indenture, dated as of August 13, 2010, among The Royal Bank of Scotland plc, as issuer, The Royal Bank of Scotland Group plc, as guarantor, and The Bank of New York Mellon, acting through its London branch, as trustee, incorporated by reference to Exhibit 4.1 to the registrants’ Report of Foreign Private Issuer filed on Form 6-K on August 13, 2010.
 
 
2.
First Supplemental Indenture, dated as of August 25, 2010, among The Royal Bank of Scotland plc, as issuer, The Royal Bank of Scotland Group plc, as guarantor, Citibank, N.A., as securities administrator, The Bank of New York Mellon, acting through its London branch, as original trustee, and Wilmington Trust Company, as trustee, incorporated by reference to Exhibit 4.1 to the registrants’ Report of Foreign Private Issuer filed on Form 6-K on August 25, 2010.
 
 
3.
Third Supplemental Indenture, dated as of September 27, 2011, among The Royal Bank of Scotland plc, as issuer, The Royal Bank of Scotland Group plc, as guarantor, and Wilmington Trust Company, as trustee, incorporated by reference to Exhibit 4.1 to the registrants’ Report of Foreign Private Issuer filed on Form 6-K on September 28, 2011.
 
 
4.
Form of note representing the ETNs.
 
 
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized.
 
   
THE ROYAL BANK OF SCOTLAND GROUP PLC
  
       
Date:
   14 November 2012  
By:
     /s/ Robert Hammer  
       
Name:
 Robert Hammer  
       
Title:
Authorized Signatory
  
             
             
             
             
             
             
   
THE ROYAL BANK OF SCOTLAND PLC
  
       
Date:
     14 November 2012  
By:
     /s/ Robert Hammer  
       
Name:
 Robert Hammer  
       
Title:
Authorized Signatory