Total Voting Rights - Conformity with the Disclosure and Transparency Rules
In conformity with the Disclosure and Transparency Rules, The Royal Bank of Scotland Group plc ('RBSG') hereby notifies the following in respect of its issued share capital with voting rights as at 31 August 2012:-
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Share Class and nominal value
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Number of Shares issued
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Voting rights per share
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Total Voting rights -
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31 August 2012
|
| |
|
|
|
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Ordinary shares of £1
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6,017,274,392
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4
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24,069,097,568
|
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11% Cumulative Preference Shares of £1
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500,000
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4
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2,000,000
|
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5.5% Cumulative Preference Shares of £1
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400,000
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4
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1,600,000
|
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Non-cumulative Preference Shares of £1 (series 1)
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54,442
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1
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54,442
|
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Non-cumulative Preference Shares of €0.01 (Series 1)
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1,250,000
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1
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1,250,000
|
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Non-cumulative Preference Shares of €0.01 (Series 3)
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9,429
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1
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9,429
|
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Non-cumulative Preference Shares of US$0.01 (Series M)
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23,125,869
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1
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23,125,869
|
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Non-cumulative Preference Shares of US$0.01 (Series N)
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22,113,160
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1
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22,113,160
|
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Non-cumulative Preference Shares of US$0.01 (Series P)
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9,883,307
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1
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9,883,307
|
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Non-cumulative Preference Shares of US$0.01 (Series Q)
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20,646,938
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1
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20,646,938
|
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Non-cumulative Preference Shares of US$0.01 (Series R)
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10,163,932
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1
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10,163,932
|
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Non-cumulative Preference Shares of US$0.01 (Series S)
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26,449,040
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1
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26,449,040
|
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Non-cumulative Preference Shares of US$0.01 (Series T)
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51,245,839
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1
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51,245,839
|
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Non-cumulative Preference Shares of US$0.01 (Series U)
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10,130
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1
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10,130
|
| |
|
|
|
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Total:
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6,183,126,478
|
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24,237,649,654
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of which none are held in Treasury.
There are also 51,000,000,000 Series 1 class B shares of £0.01 in issue which carry no voting rights.
The above figures may be used by shareholders of the respective classes of shares as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in their shareholding, under the FSA's Disclosure and Transparency Rules.
Exhibit No. 2
A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC"). YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT FILED WITH THE SEC FOR MORE COMPLETE INFORMATION.
5 September 2012
RBSG announces consideration of potential issuance of new senior notes
The Royal Bank of Scotland Group plc (the "Group") announces that it is considering a potential issuance of U.S. dollar denominated senior notes (the "Notes") under its Shelf Registration Statement filed with the SEC, subject to market conditions. The proceeds from the Notes would, if issued, be used for general corporate purposes within the Group. The potential issuance is unrelated to the cash tender offer announced today for certain senior debt securities by The Royal Bank of Scotland plc, the primary banking subsidiary of the Group.
For further information on the Group and its business lines please refer to its SEC filings available on EDGAR.
For further information please contact:
RBS Group Investor Relations
Greg Case, Debt Investor Relations
+44 207 672 1759
Exhibit No. 3
Publication of Prospectus
The following prospectus has been approved by the UK Listing Authority and is available for viewing:
Supplementary Prospectus to The Royal Bank of Scotland Group plc and The Royal Bank of Scotland plc £90,000,000,000 Euro Medium Term Note Programme dated 6 September 2012.
To view the full document, please paste the following URL into the address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/7011L_-2012-9-6.pdf
A copy of the above Supplementary Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do.
For further information, please contact:
Greg Case
Debt Investor Relations
The Royal Bank of Scotland Group plc
280 Bishopsgate
London EC2M 4RB
TEL: + 44 20 7672 1758
FAX: + 44 20 7672 1801
DISCLAIMER - INTENDED ADDRESSEES
Please note that the information contained in the Supplementary Prospectus (and the Prospectus to which it relates) may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Prospectus and the Supplementary Prospectus is not addressed. Prior to relying on the information contained in the Prospectus and the Supplementary Prospectus you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained therein.
Your right to access this service is conditional upon complying with the above requirement.
Exhibit No. 4
The Royal Bank of Scotland Group plc ("RBS") - Barclays Global Financial Services Conference
Bruce Van Saun, Group Finance Director, will present at the Barclays Global Financial Services Conference in New York on Monday 10th September 2012 at 9:00am (Eastern Daylight Time). The slides will be available on our website
www.rbs.com/ir shortly before the presentation commences.
If you would like a copy of this presentation in a different format (eg. large print, audio or braille) please contact the Investor Relations team on +44 20 7672 1758 or investor.relations@rbs.com.
For further information:
Investor Relations
Richard O'Connor
Head of Investor Relations
+44 (0) 20 7672 1758
Exhibit No. 5
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS IN ACCORDANCE WITH DTR 3.1.4R AND DTR 3.1.2R
1. Name of the issuer - The Royal Bank of Scotland Group plc
2. Name of person discharging managerial responsibilities/director
Christopher Paul Sullivan
3. Indicate whether the notification is in respect of a holding of the person referred to in 2 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 2
4. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
Ordinary shares of £1.00
5. Name of registered shareholder(s) and, if more than one, the number of shares held by each of them
The Royal Bank of Scotland plc Trustee Account BAYE and Profit Sharing
6. State the nature of the transaction
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
7. Number of shares, debentures or financial instruments relating to shares acquired
52
8. Price per share or value of transaction
£2.41900
9. Date and place of transaction
7 September 2012
10. Date issuer informed of transaction
7 September 2012
11. Name of contact and telephone number for queries
Jan Cargill, Deputy Group Secretary
0131 626 3860
Name and signature of duly authorised officer of issuer responsible for making notification
Jan Cargill, Deputy Group Secretary
Date of notification
10 September 2012
Exhibit No. 6
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS IN ACCORDANCE WITH DTR 3.1.4R AND DTR 3.1.2R
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. Name of person discharging managerial responsibilities/director
Paul Robert Geddes
3. Indicate whether the notification is in respect of a holding of the person referred to in 2 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 2
4. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
Ordinary shares of £1.00
5. Name of registered shareholder(s) and, if more than one, the number of shares held by each of them
Computershare Nominee Service Account
6. State the nature of the transaction
Sale of 39,498 ordinary shares on 10 September 2012 at a price of £2.45706 per share
7. Number of shares, debentures or financial instruments relating to shares disposed
39,498
8. Date issuer informed of transaction
10 September 2012
9. Name of contact and telephone number for queries
Group Media Relations - +44(0)131 523 4205
Name and signature of duly authorised officer of issuer responsible for making notification
Jan Cargill, Deputy Secretary
Date of notification - 11 September 2012
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS IN ACCORDANCE WITH DTR 3.1.4R AND DTR 3.1.2R
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. Name of person discharging managerial responsibilities/director
John Patrick Hourican
3. Indicate whether the notification is in respect of a holding of the person referred to in 2 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 2
4. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
Ordinary shares of £1.00
5. Name of registered shareholder(s) and, if more than one, the number of shares held by each of them
Computershare Nominee Service Account
6. State the nature of the transaction
Sale of 193,909 ordinary shares on 10 September 2012 at a price of £2.470499 per share
7. Number of shares, debentures or financial instruments relating to shares disposed
193,909
8. Date issuer informed of transaction
10 September 2012
9. Name of contact and telephone number for queries
Group Media Relations - +44(0)131 523 4205
Name and signature of duly authorised officer of issuer responsible for making notification
Jan Cargill, Deputy Secretary
Date of notification - 11 September 2012
Exhibit No. 7
12 September 2012
The Royal Bank of Scotland Group plc ("RBSG") completed the pricing of its 3-year, USD 2,000,000,000 aggregate principal amount of 2.550% Senior Notes due September 18, 2015.
The proceeds to RBSG (before expenses and underwriting discounts) of approximately USD 1,998,860,000 will be used for general corporate purposes, including managing the refinancing of forthcoming maturities of term debt issued by RBSG.
The offering is scheduled to close on 18 September 2012 subject to satisfaction of customary conditions.
RBSG has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the "SEC") for the offering to which this communication relates. Investors should read the prospectus in such registration statement and other documents RBSG has filed with the SEC for more complete information about RBSG and this offering. You may get these documents for free by visiting the SEC web site at
www.sec.gov. Alternatively, copies may be obtained from RBS Securities Inc., toll free at 1-866-884-2071.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
For further information, please contact:
RBS Group Investor Relations
Greg Case, Debt Investor Relations
Tel. +44 207 672 1759
Exhibit No. 8
For filings with the FSA include the annex
For filings with issuer exclude the annex
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
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|
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1. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are
attached:
ii
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The Royal Bank of Scotland Group plc
|
|
2. Reason for the notification
(please tick the appropriate box or boxes):
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An acquisition or disposal of voting rights
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An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
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An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
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An event changing the breakdown of voting rights
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x
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Other (please specify):
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|
|
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3. Full name of person(s) subject to the
notification obligation:iii
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The Solicitor for the affairs of Her Majesty's Treasury
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4. Full name of shareholder(s)
(if different from 3.):iv
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5. Date of the transaction and date on
which the threshold is crossed or reached:v
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14 September 2012
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6. Date on which issuer notified:
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14 September 2012
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7. Threshold(s) that is/are crossed or
reached:vi, vii
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Fallen below 65%
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| |
|
|
|
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8. Notified details:
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A: Voting rights attached to shares
viii, ix
|
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Class/type of
shares
if possible using
the ISIN CODE
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Situation previous
to the triggering
transaction
|
Resulting situation after the triggering transaction
|
|
Number
of
Shares
|
Number
of
Voting
Rights
|
Number
of shares
|
Number of voting
rights
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% of voting rights x
|
|
Direct
|
Directxi
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Indirectxii
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Direct
|
Indirect
|
|
GB00B7T77214
|
3,964,483,519
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15,857,934,076
|
3,964,483,519
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15,857,934,076
|
|
64.86%
|
|
| |
| |
|
B: Qualifying Financial Instruments
|
|
Resulting situation after the triggering transaction
|
|
Type of financial
instrument
|
Expiration
datexiii
|
Exercise/
Conversion Periodxiv
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Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.
|
% of voting
rights
|
| |
|
|
|
|
| |
|
C: Financial Instruments with similar economic effect to Qualifying Financial Instrumentsxv, xvi
|
|
Resulting situation after the triggering transaction
|
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Type of financial
instrument
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Exercise price
|
Expiration datexvii
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Exercise/
Conversion periodxviii
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Number of voting rights instrument refers to
|
% of voting rightsxix, xx
|
|
Series 1 class B shares
|
£5.00 (subject to adjustment)
|
-
|
Any time
|
Up to 20,400,000,000 (depending on extent of conversion into ordinary shares)
|
Nominal
|
Delta
|
|
Up to 45.48%
|
|
| |
|
Total (A+B+C)
|
|
Number of voting rights
|
Percentage of voting rights
|
|
36,257,934,076
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80.85%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable:xxi
|
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UKFI Financial Investments Limited, a company wholly-owned by Her Majesty's Treasury, is entitled to exercise control over the voting rights which are the subject of this notification (pursuant to certain management arrangements agreed with Her Majesty's Treasury).
The solicitor for the affairs of Her Majesty's Treasury is acting as nominee for Her Majesty's Treasury.
|
| |
|
Proxy Voting:
|
|
10. Name of the proxy holder:
|
|
|
11. Number of voting rights proxy holder will cease
to hold:
|
|
|
12. Date on which proxy holder will cease to hold
voting rights:
|
|
| |
|
13. Additional information:
|
|
|
14. Contact name:
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Vicky Malpus, UKFI
|
|
15. Contact telephone number:
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+44 (0)207 070 5942
|
| |
|
|
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Note: Annex should only be submitted to the FSA not the issuer
|
|
Annex: Notification of major interests in share
|
| |
|
A: Identity of the persons or legal entity subject to the notification obligation
|
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Full name
(including legal form of legal entities)
|
The Solicitor for the affairs of Her Majesty's Treasury
|
|
Contact address
(registered office for legal entities)
|
One Kemble Street, London, WC2B 4TS
|
|
Phone number & email
|
c/o Vicky Malpus;
vicky.malpus@ukfi.co.uk;
0207 070 5942
|
|
Other useful information
(at least legal representative for legal persons)
|
|
| |
|
|
B: Identity of the notifier, if applicable
|
|
Full name
|
Vicky Malpus
|
|
Contact address
|
UKFI, 1a Cockspur Street, London SW1Y 5BG
|
|
Phone number & email
|
vicky.malpus@ukfi.co.uk;
0207 070 5942
|
|
Other useful information
(e.g. functional relationship with the person or legal entity subject to the notification obligation)
|
UKFI holds power of attorney to act in TSol's name and on its behalf in connection with all meetings of shareholders held by The Royal Bank of Scotland Group
|
| |
|
C: Additional information
|
| |
|
For notes on how to complete form TR-1 please see the FSA website.
|
Exhibit No. 9
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS IN ACCORDANCE WITH DTR 3.1.4R AND DTR 3.1.2R
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. Name of person discharging managerial responsibilities/director
Christopher Paul Sullivan
3. Indicate whether the notification is in respect of a holding of the person referred to in 2 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 2
4. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
Ordinary shares of £1.00
5. Name of registered shareholder(s) and, if more than one, the number of shares held by each of them
Computershare Nominee Service Account - 85,805 ordinary shares
6. State the nature of the transaction
|
. Exercise of nil-cost share options over 120,928 ordinary shares awarded under The Royal Bank of Scotland Group plc 2001 Medium-term Performance Plan on 19 September 2012 and subsequent sale of 120,928 ordinary shares on 19
September 2012 at a price of £2.6752 per share, the proceeds of which will be subject to relevant taxes.
|
|
. Sale of 85,805 ordinary shares on 19 September 2012 at a price of £2.665 per share
|
7. Number of shares, debentures or financial instruments relating to shares disposed
206,733
8. Date issuer informed of transaction
19 September 2012
9. Name of contact and telephone number for queries
Group Media Relations - +44(0)131 523 4205
Name and signature of duly authorised officer of issuer responsible for making notification
Jan Cargill, Deputy Secretary
Date of notification - 20 September 2012
Exhibit No. 10
The Royal Bank of Scotland Group PLC - RBS Investor Round Tables on its Markets Business
RBS will be hosting investor seminars on its Markets business on Monday 24th September 2012. A live webcast will be held at 2:00pm UK time and will be shown along with accompanying slides on our website
www.rbs.com/ir.
For further information:
Investor Relations
Richard O'Connor
Head of Investor Relations
+44 (0) 20 7672 1758
If you would like a copy of this presentation in a different format (eg. large print, audio or braille) please contact the Investor Relations team on +44 20 7672 1758 or investor.relations@rbs.com.
Exhibit No. 11
The Royal Bank of Scotland Group plc ("RBS")
Bank of America Merrill Lynch Banking & Insurance CEO Conference
Stephen Hester, Group Chief Executive, will present at the Bank of America Merrill Lynch Banking & Insurance CEO Conference in London on Tuesday 25th September 2012 at 8.45am (BST). A live audio webcast and accompanying slides will be available on our website www.rbs.com/ir shortly before the presentation commences.
If you would like a copy of this presentation in a different format (eg. large print, audio or braille) please contact the Investor Relations team on +44 20 7672 1758 or
investor.relations@rbs.com.
For further information:
Investor Relations
Richard O'Connor
Head of Investor Relations
+44 (0) 20 7672 1758