Research Update: Adam & Co. Assigned Preliminary 'BBB+/A-2' Ratings; Outlook Stable; RBS Outlook Revised To Negative, Ratings Affirmed Primary Credit Analyst: Sadat Preteni, London (44) 20-7176-7560; sadat.preteni@spglobal.com Secondary Contact: Alexandre Birry, London (44) 20-7176-7108; alexandre.birry@spglobal.com Table Of Contents Overview Rating Action Rationale Outlook Related Criteria Ratings List WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 5, 2017 1
Research Update: Adam & Co. Assigned Preliminary 'BBB+/A-2' Ratings; Outlook Stable; RBS Outlook Revised To Negative, Ratings Affirmed Overview The Royal Bank of Scotland Group PLC (RBSG) plans to complete the formal separation of its banking operations under the U.K's ring-fencing regime by mid-2018. As part of this separation, we understand that RBSG plans to transfer the majority of existing personal, private, business, and commercial banking activities of the Royal Bank of Scotland PLC (RBS PLC) to Adam & Co. PLC (Adam & Co.). Subsequently, Adam & Co. will be renamed RBS PLC, and the current RBS PLC will be renamed NatWest Markets PLC (NatWest Markets), housing the group's corporate and investment banking activities. In anticipation of the completion of this transfer, we have assigned preliminary ratings of 'BBB+/A-2' to Adam & Co. as we consider this entity will be a core operating subsidiary of RBSG. The outlook is stable, mirroring the outlook on RBSG. At the same time, we have affirmed the 'BBB+/A-2' ratings on the current RBS PLC and revised the outlook to negative from stable. The negative outlook reflects that--post U.K. court approval of the asset transfer to Adam & Co.--we are likely to assess this entity as being of highly strategic importance to RBSG instead of core. It further reflects our view of its higher risk profile and the weaker performance track record of its investment banking activities relative to those of ring-fenced entities. Rating Action On Oct. 5, 2017, S&P Global Ratings assigned its 'BBB+/A-2' preliminary longand short-term issuer credit ratings (ICRs) to U.K.-based private bank Adam & Co. with a stable outlook. At the same time, we affirmed the 'BBB+/A-2' ratings and revised the outlook to negative from stable on three entities that we expect will continue to provide investment banking services situated outside the ring-fence. These are RBS PLC, the Royal Bank of Scotland N.V. (RBS N.V.), and U.S.-based RBS Securities Inc. (RBS Securities). At the issuer's request, we have discontinued the 'BBB+/A-2' ratings on the Royal Bank of Scotland N.V. (Milan Branch) and the Royal Bank of Scotland PLC (Connecticut Branch), as these have been closed. The preliminary ratings on Adam & Co. will likely be converted into final WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 5, 2017 2
ratings once RBSG receives U.K. court approval under Part VII of the Financial Services and Markets Act 2000 (FSMA) for the associated transfer of business. We currently expect this to occur during the first-half of 2018. Therefore, the preliminary ratings are subject to these key steps being completed. If the scheme of transfer does not complete or the terms materially diverge from the plan presented to us, we reserve the right to withdraw or revise our preliminary ratings. If the scheme of transfer is completed as management expects, we will likely lower the ratings by one notch on RBS PLC and the associated entities mentioned above at the time of converting the preliminary ratings on Adam & Co. into final ratings. This would result in a lowering by one notch of our issue ratings on existing senior unsecured and hybrid instruments issued by the current RBS PLC. Rationale We have assigned preliminary ratings to Adam & Co. based on our expectation that the formal separation of RBSG's banking operations to comply with the U.K.'s ring-fencing requirements will be completed as management expects during the first-half of 2018. The U.K.'s ring-fencing requirements seek to remove operational and financial dependencies and linkages between the systemically important activities of major U.K. banks and their less-systemically important, and often risker, activities. Each bank has therefore had to decide whether, and how, to split those activities between different subsidiaries or to exit from offering some of them. Since these ring-fencing arrangements must be delivered by Jan. 1, 2019, we anticipate that all of the affected banks--lloyds, Barclays, HSBC, and RBS--will complete the associated business transfers before the third quarter of 2018. RBS has stated that its target organizational structure is broadly similar to its current division structure and that it expects to commit about 80% of current core risk-weighted assets to the ring-fenced bank. Following its initial announcement in February 2015, RBS announced on Sept. 30, 2016, additional details regarding its expectations for the group's legal entity structure under ring-fencing regulations. Most of the group's U.K. and Western European banking business will be placed in ring-fenced entities under an intermediate holding company, while investment banking activities will be in a non-ring-fenced bank. RBS International will also sit outside the ring-fence. Both the latter divisions will be subsidiaries of RBSG. RBS introduced in January 2017 an intermediate holding company for the ring-fenced banks--natwest Holdings Ltd.--with direct ownership of National Westminster Bank PLC (NatWest Bank, 'BBB+/Stable/A-2'), Adam & Co., and Ulster Bank Ireland DAC (UBI DAC, 'BBB/Stable/A-2'). While currently a subsidiary of RBS PLC, this intermediate holding company will, by the end of 2018, be a WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 5, 2017 3
direct subsidiary of RBSG. RBSG will also have direct ownership of NatWest Markets and RBS International, which will sit outside the ring-fence. The group intends to complete by mid-2018 the transfer of the majority of RBS PLC's personal, private, business, and commercial customers to Adam and Co.--the Scottish private bank--and subsequently rename it RBS PLC. This entity will sit within the ring-fence. At the same time, the group intends to rename the current RBS PLC to NatWest Markets following the transfer to Adam & Co. This entity, which will be a direct subsidiary of RBSG, will principally conduct the group's corporate and investment banking activities and be a non-ring-fenced bank. We regard Adam & Co. to be a core operating subsidiary of RBSG and align its preliminary ratings with the 'bbb+' group credit profile (GCP) and 'BBB+' long-term rating on other core operating subsidiaries, such as NatWest Bank. The outlook is stable. As a midsize retail and commercial bank, Adam & Co. is expected to become a material legal entity. It will share the same name and brand as that of RBSG, and we consider that it is highly unlikely to be sold given that this entity will operate in a core market (the U.K.) and in core business lines that are integral to the group's strategy (retail and commercial banking). It will be one of three ring-fenced banks alongside NatWest Bank (which we also regard a core subsidiary) and UBI DAC (which we consider to be a highly strategic subsidiary). Moreover, we expect Adam & Co. to be one of the more profitable divisions alongside NatWest Bank, which in our view increases its strategic importance to the group and the likelihood of receiving financial support in case of need. We do not assign a stand-alone credit profile to this entity. While the 'bbb+' GCP is unlikely to change under the ring-fencing regime, we expect that in, a stress scenario, ring-fencing could potentially result in diverging assessments of creditworthiness depending on the specific legal entity and structure in question. Consequently, we have revised the outlook to negative from stable on currently core operating subsidiary RBS PLC, as well as associated entities RBS N.V. and U.S.-based broker-dealer RBS Securities. This is because we are likely to regard these entities as highly strategic rather than core once RBS PLC transfers its retail and commercial assets to Adam & Co. and its primary activities are corporate and investment banking under the NatWest Markets brand. This would reflect our view of its higher risk profile and the weaker performance track record of its investment banking activities relative to the ring-fenced entities. The ring-fenced banks will likely remain core to the group, because we believe there would be incrementally higher likelihood for extraordinary group support to these entities. A revision of RBS PLC's group status assessment to highly strategic would result in a lowering by one notch of our issue ratings on existing senior unsecured and hybrid instruments issued by the current RBS PLC. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 5, 2017 4
Outlook ADAM & CO. PLC The stable outlook on Adam & Co. mirrors that on RBSG. A revision of the outlook would most likely be the result of a change in the outlook on RBSG. The stable outlook on RBSG and its main subsidiaries balances a potential increase in economic risks for U.K. banks--following the U.K.'s decision to leave the EU--against the group's improved capitalization and continued progress with its restructuring. We could lower the ratings on nonoperating holding company RBSG in the next 18-24 months if a material increase in economic risks led us to revise down the anchor (our starting point) for rating U.K. banks, and if this was not offset by our improved assessment of the group's risk position. This could occur if, for instance, a sharp economic slowdown led to a notable deterioration in asset quality and material uncertainty remained around the group's exposure to residual conduct and litigation risk. A downgrade could also follow an increase in economic risks or additional restructuring further delaying a return to statutory profitability. We could raise the ratings if the Brexit process does not lead to a material increase in systemwide risks and if RBS' overall risk exposure, including to litigation risk, is in line with its main U.K. peers. We could also raise the ratings if residual litigation costs were smaller than we expected and supported a risk-adjusted capital ratio likely to remain sustainably above 10%, according to our risk-adjusted capital framework. The outlook on RBSG incorporates our expectation that the bank will maintain an additional loss-absorbing capacity (ALAC) buffer of more than 8.5%. At this time, we do not expect to remove the one-notch negative adjustment we incorporate into the ICR. This adjustment reflects our expectation that the group will remain a relative underperformer in terms of statutory profits in 2017, and possibly 2018, compared with similarly rated peers. RBS PLC AND ASSOCIATED ENTITIES The negative outlook on RBS PLC, RBS N.V., and RBS Securities reflects that the future reorganization of the group to comply with U.K. ring-fencing regulations could change the creditworthiness of these group entities. It is likely that we will rate these entities, which will sit outside the ring-fence, one notch below the main ring-fenced operating banks. This also applies to our issue ratings on existing senior unsecured and hybrid instruments issued by the current RBS PLC. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 5, 2017 5
Related Criteria General Criteria: Methodology For Linking Long-Term And Short-Term Ratings, April 7, 2017 General Criteria: Guarantee Criteria, Oct. 21, 2016 General Criteria: Group Rating Methodology, Nov. 19, 2013 General Criteria: Group Rating Methodology, Nov. 19, 2013 Criteria - Financial Institutions - Banks: Assessing Bank Branch Creditworthiness, Oct. 14, 2013 Criteria - Financial Institutions - Banks: Quantitative Metrics For Rating Banks Globally: Methodology And Assumptions, July 17, 2013 Criteria - Financial Institutions - Banks: Banking Industry Country Risk Assessment Methodology And Assumptions, Nov. 9, 2011 Criteria - Financial Institutions - Banks: Banks: Rating Methodology And Assumptions, Nov. 9, 2011 General Criteria: Use Of CreditWatch And Outlooks, Sept. 14, 2009 Ratings List New Rating Adam & Co. PLC Counterparty Credit Rating BBB+/Stable/A-2 Ratings Affirmed; Outlook Action To From The Royal Bank of Scotland PLC RBS Securities Inc. The Royal Bank of Scotland N.V. Counterparty Credit Rating BBB+/Negative/A-2 BBB+/Stable/A-2 Not Rated Action To From Royal Bank of Scotland N.V. (Milan Branch) Royal Bank of Scotland PLC (Connecticut Branch) (The) Counterparty Credit Rating NR/NR BBB+/Stable/A-2 Ratings Affirmed The Royal Bank of Scotland PLC Certificate Of Deposit BBB+/A-2 Senior Unsecured BBB+ Senior Unsecured BBB+p Subordinated BB+ Junior Subordinated BB Certificate Of Deposit A-2 Commercial Paper A-2 WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 5, 2017 6
The Royal Bank of Scotland N.V. Certificate Of Deposit Foreign Currency A-1 Subordinated BB+ Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. Please see Ratings Criteria at www.standardandpoors.com for further information. Complete ratings information is available to subscribers of RatingsDirect at www.globalcreditportal.com and at spcapitaliq.com. All ratings affected by this rating action can be found on the S&P Global Ratings' public website at www.standardandpoors.com. Use the Ratings search box located in the left column. Alternatively, call one of the following S&P Global Ratings numbers: Client Support Europe (44) 20-7176-7176; London Press Office (44) 20-7176-3605; Paris (33) 1-4420-6708; Frankfurt (49) 69-33-999-225; Stockholm (46) 8-440-5914; or Moscow 7 (495) 783-4009. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 5, 2017 7
Copyright 2017 by Standard & Poor s Financial Services LLC. All rights reserved. No content (including ratings, credit-related analyses and data, valuations, model, software or other application or output therefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission of Standard & Poor's Financial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful or unauthorized purposes. S&P and any third-party providers, as well as their directors, officers, shareholders, employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance of any data input by the user. The Content is provided on an "as is" basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT'S FUNCTIONING WILL BE UNINTERRUPTED, OR THAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content even if advised of the possibility of such damages. Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as of the date they are expressed and not statements of fact. S&P's opinions, analyses, and rating acknowledgment decisions (described below) are not recommendations to purchase, hold, or sell any securities or to make any investment decisions, and do not address the suitability of any security. S&P assumes no obligation to update the Content following publication in any form or format. The Content should not be relied on and is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making investment and other business decisions. S&P does not act as a fiduciary or an investment advisor except where registered as such. While S&P has obtained information from sources it believes to be reliable, S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued in another jurisdiction for certain regulatory purposes, S&P reserves the right to assign, withdraw, or suspend such acknowledgement at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of the assignment, withdrawal, or suspension of an acknowledgment as well as any liability for any damage alleged to have been suffered on account thereof. S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. As a result, certain business units of S&P may have information that is not available to other S&P business units. S&P has established policies and procedures to maintain the confidentiality of certain nonpublic information received in connection with each analytical process. S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on its Web sites, www.standardandpoors.com (free of charge), and www.ratingsdirect.com and www.globalcreditportal.com (subscription) and www.spcapitaliq.com (subscription) and may be distributed through other means, including via S&P publications and third-party redistributors. Additional information about our ratings fees is available at www.standardandpoors.com/usratingsfees. STANDARD & POOR'S, S&P and RATINGSDIRECT are registered trademarks of Standard & Poor's Financial Services LLC. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 5, 2017 8