FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May 2007
Commission File Number: 001-10306
The Royal Bank of Scotland Group plc
Business House F, Level 2
RBS, Gogarburn, PO Box 1000
Edinburgh EH12 1HQ, DEPOT CODE: 045
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F X | Form 40-F |
| Yes | No X |
Enclosures: 1. Doc re. AGM announcement made on 30 April 2007 2. Bonus Issue announcement made on 04 May 2007 3. Adjustment of Voting Rights announcement made on 08 May 2007 4. Director/PDMR Shareholding announcement made on 09 May 2007 5. Supplementary Prospectus announcement made on 14 May 2007 6. Rule 8.3 EMI Group plc announcement made on 18 May 2007 7. Rule 8.3 EMI Group plc announcement made on 22 May 2007 8. Mortgage Securitisation announcement made on 23 May 2007 9. Dividend Declaration announcement made on 25 May 2007 20. Supplementary Prospectus announcement made on 30 May 2007
Enclosure 1. Announcements Royal Bank of Scotland Group PLC - Document Viewing Facility Released 30 April 2007 In accordance with the UK Listing Authority rules, The Royal Bank of Scotland Group plc has been submitted to the Document Viewing Facility copies of the additional business resolutions passed at its Annual General Meeting held on 25 April 2007.
Enclosure 2.
Company Announcement
The Royal Bank of Scotland Group plc
Bonus Issue
4 May 2007
The Royal Bank of Scotland Group plc ("the Company") confirms that following its
announcement on 26 April 2007 regarding its proposed Bonus Issue, application
has been made for admission to the Official List of the UK Listing Authority and
to trading on the London Stock Exchange for 6,304,298,670 Ordinary Shares of 25
pence each (the "New Shares"). The New Shares will be issued fully paid and will
rank pari passu in all respects with the existing Ordinary Shares of the Company
but will exclude the right to receive the final dividend for the financial year
ended 31 December 2006. It is expected that the listing of the New Shares will
become effective and that dealings will commence on 8 May 2007.
The Company has made a separate application to increase the approved but
unallotted shares held under existing blocklistings in respect of The Royal Bank
of Scotland Group plc employee share schemes. The application is for 71,214,822
Ordinary Shares of 25 pence each (the "Block Listing Shares") to be admitted to
the Official List of the UK Listing Authority and to trading on the London Stock
Exchange.
The Block Listing Shares will be issued pursuant to the exercise or vesting of
awards granted under the following employee share schemes:
+---------------------------------------------------------+------------+
| | |
| Scheme | No. of |
| | Shares |
| | applied |
| | for |
+---------------------------------------------------------+------------+
| | |
| The Royal Bank of Scotland Group plc 1997 Sharesave | 25,639,176 |
| Scheme | |
+---------------------------------------------------------+------------+
| | |
| The Royal Bank of Scotland Group plc 1999 Executive | 15,934,790 |
| Share Option Scheme | |
| | |
+---------------------------------------------------------+------------+
| | |
| The 1999 NatWest Group Sharesave Scheme | 4,269,314 |
+---------------------------------------------------------+------------+
| | |
| The National Westminster Bank plc 1994 Executive Share | 2,097,192 |
| Option Scheme | |
+---------------------------------------------------------+------------+
| | |
| The Royal Bank of Scotland Group plc Option 2000 Scheme | 9,129,600 |
+---------------------------------------------------------+------------+
| | |
| The Royal Bank of Scotland Group plc Employee Share | 10,458,920 |
| Ownership Plan and The Royal Bank of Scotland Group plc | |
| Employee Share Ownership Plan (Buy As You Earn Plan) | |
+---------------------------------------------------------+------------+
| | |
| The First Active plc 1998 SAYE Scheme | 495,892 |
+---------------------------------------------------------+------------+
| | |
| The First Active plc 2001 SAYE Scheme | 429,846 |
+---------------------------------------------------------+------------+
| | |
| The First Active plc 1998 Share Option Scheme | 490,436 |
+---------------------------------------------------------+------------+
| | |
| The First Active plc 2002 Approved Share Option Scheme | 461,768 |
+---------------------------------------------------------+------------+
| | |
| The Royal Bank of Scotland Group plc Medium-term | 1,807,888 |
| Performance Plan | |
+---------------------------------------------------------+------------+
| | |
| TOTAL | 71,214,822 |
+---------------------------------------------------------+------------+
The Block Listing Shares will be issued fully paid and will rank pari passu in
all respects with the existing ordinary shares of the Company.
Further copies of this announcement are available at the Company's Offices at 36
St Andrew Square, Edinburgh, EH2 2YB and at the Company Announcement's
Department, The Stock Exchange.
Enclosure 3.
Company Announcement
The Royal Bank of Scotland Group plc
Adjustment of voting rights of Non-Cumulative Preference Shares to reflect 2 for
1 Bonus Issue of Ordinary Shares
8 May 2007
The Royal Bank of Scotland Group plc (the "Company") has today issued, by way of
a Bonus Issue, two new ordinary shares of 25 pence each for every one ordinary
share held by shareholders of the Company at close of business on 4 May 2007
(the "Bonus Issue").
The holders of the Company's non-cumulative preference shares are entitled to
vote at a general meeting of shareholders in certain limited circumstances. The
number of votes attaching to each share is, under the terms and conditions of
the shares, subject to adjustment to reflect any bonus issue of ordinary shares.
To reflect the Bonus Issue, therefore, the board of directors of the Company has
resolved that if the holders of non-cumulative preference shares are entitled to
vote at a general meeting, the number of votes which each holder has on a poll
will now be three votes per share instead of one vote per share (or, in the case
of the shares marked with an asterisk below, six votes per share instead of
two). These adjustments maintain the voting rights of each non-cumulative
preference share as a proportion of the total votes entitled to be cast at a
general meeting.
The adjustments apply to the following non-cumulative preference shares:
Category II non-cumulative dollar preference shares
Series F*
Series H
Series L
Series M
Series N
Series P
Series Q
Series R
Non-cumulative euro preferred securities
Series 1
Series 2
Non-cumulative convertible sterling preference shares
Series 1
Non-cumulative convertible dollar preference shares
Series 1.
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS
This form is intended for use by an issuer to make a RIS notification required
by DR 3.1.4R(1).
(1) An issuer making a notification in respect of a transaction
relating to the shares or debentures of the issuer should complete
boxes 1 to 16, 23 and 24.
(2) An issuer making a notification in respect of a derivative
relating to the shares of the issuer should complete boxes 1 to 4,
6, 8, 13, 14, 16, 23 and 24.
(3) An issuer making a notification in respect of options granted to a
director/person discharging managerial responsibilities should
complete boxes 1 to 3 and 17 to 24.
(4) An issuer making a notification in respect of a financial
instrument relating to the shares of the issuer (other than a
debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16,
23 and 24.
Please complete all relevant boxes in block capital letters.
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. State whether the notification relates to
(i) a transaction notified in accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
iii
3. Name of person discharging managerial responsibilities/director
Sir Fred Goodwin
4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 3
6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares
Ordinary shares of £0.25
7. Name of registered shareholders(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
8. State the nature of the transaction
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
9. Number of shares, debentures or financial instruments relating to shares
acquired
21
10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)
-
11. Number of shares, debentures or financial instruments relating to shares
disposed
-
12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)
-
13. Price per share or value of transaction
£6.589
14. Date and place of transaction
8 May 2007
15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)
200,625 shares 0.00212%
16. Date issuer informed of transaction
8 May 2007
If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
17 Date of grant
-
18. Period during which or date on which it can be exercised
-
19. Total amount paid (if any) for grant of the option
-
20. Description of shares or debentures involved (class and number)
-
21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at the time of exercise
-
22. Total number of shares or debentures over which options held following
notification
-
23. Any additional information
-
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 626 4099
Name and signature of duly authorised officer of issuer responsible for making
notification
Hew Campbell, Head of Group Secretariat
Date of notification
9 May 2007
-----------------------------------------------------------------------------------
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. State whether the notification relates to
(i) a transaction notified in accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
i
3. Name of person discharging managerial responsibilities/director
Miller Roy McLean
4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 3
6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares
Ordinary shares of £0.25
7. Name of registered shareholders(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
8 State the nature of the transaction
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
9. Number of shares, debentures or financial instruments relating to shares
acquired
21
10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)
-
11. Number of shares, debentures or financial instruments relating to shares
disposed
-
12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)
-
13. Price per share or value of transaction
£6.589
14. Date and place of transaction
8 May 2007
15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)
616,848 shares 0.00652%
16. Date issuer informed of transaction
8 May 2007
If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
17 Date of grant
-
18. Period during which or date on which it can be exercised
-
19. Total amount paid (if any) for grant of the option
-
20. Description of shares or debentures involved (class and number)
-
21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at the time of exercise
-
22. Total number of shares or debentures over which options held following
notification
-
23. Any additional information
-
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 626 4099
Name and signature of duly authorised officer of issuer responsible for making
notification
Hew Campbell, Head of Group Secretariat
Date of notification
9 May 2007
-------------------------------------------------------------------------------
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. State whether the notification relates to
(i) a transaction notified in accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
i
3. Name of person discharging managerial responsibilities/director
Brian John Crowe
4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 3
6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares
Ordinary shares of £0.25
7. Name of registered shareholders(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
8 State the nature of the transaction
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
9. Number of shares, debentures or financial instruments relating to shares
acquired
21
10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)
-
11. Number of shares, debentures or financial instruments relating to shares
disposed
-
12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)
-
13. Price per share or value of transaction
£6.589
14. Date and place of transaction
8 May 2007
15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)
618,786 shares 0.00654%
16. Date issuer informed of transaction
8 May 2007
If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
17 Date of grant
-
18. Period during which or date on which it can be exercised
-
19. Total amount paid (if any) for grant of the option
-
20. Description of shares or debentures involved (class and number)
-
21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at the time of exercise
-
22. Total number of shares or debentures over which options held following
notification
-
23. Any additional information
-
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 626 4099
Name and signature of duly authorised officer of issuer responsible for making
notification
Hew Campbell, Head of Group Secretariat
Date of notification
9 May 2007
-------------------------------------------------------------------------------
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. State whether the notification relates to
(i) a transaction notified in accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
iii
3. Name of person discharging managerial responsibilities/director
Mark Andrew Fisher
4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 3
6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares
Ordinary shares of £0.25
7. Name of registered shareholders(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
8 State the nature of the transaction
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
9. Number of shares, debentures or financial instruments relating to shares
acquired
21
10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)
-
11. Number of shares, debentures or financial instruments relating to shares
disposed
-
12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)
-
13. Price per share or value of transaction
£6.589
14. Date and place of transaction
8 May 2007
15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)
14,007 shares 0.00015%
16. Date issuer informed of transaction
8 May 2007
If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
17 Date of grant
-
18. Period during which or date on which it can be exercised
-
19. Total amount paid (if any) for grant of the option
-
20. Description of shares or debentures involved (class and number)
-
21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at the time of exercise
-
22. Total number of shares or debentures over which options held following
notification
-
23. Any additional information
-
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 626 4099
Name and signature of duly authorised officer of issuer responsible for making
notification
Hew Campbell, Head of Group Secretariat
Date of notification
9 May 2007
-------------------------------------------------------------------------------
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. State whether the notification relates to
(i) a transaction notified in accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
i
3. Name of person discharging managerial responsibilities/director
Neil James Roden
4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 3
6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares
Ordinary shares of £0.25
7. Name of registered shareholders(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
8 State the nature of the transaction
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
9. Number of shares, debentures or financial instruments relating to shares
acquired
21
10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)
-
11. Number of shares, debentures or financial instruments relating to shares
disposed
-
12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)
-
13. Price per share or value of transaction
£6.589
14. Date and place of transaction
8 May 2007
15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)
34,086 shares 0.00036%
16. Date issuer informed of transaction
8 May 2007
If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
17 Date of grant
-
18. Period during which or date on which it can be exercised
-
19. Total amount paid (if any) for grant of the option
-
20. Description of shares or debentures involved (class and number)
-
21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at the time of exercise
-
22. Total number of shares or debentures over which options held following
notification
-
23. Any additional information
-
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 626 4099
Name and signature of duly authorised officer of issuer responsible for making
notification
Hew Campbell, Head of Group Secretariat
Date of notification
9 May 2007
-------------------------------------------------------------------------------
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. State whether the notification relates to
(i) a transaction notified in accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
i
3. Name of person discharging managerial responsibilities/director
Christopher Paul Sullivan
4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 3
6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares
Ordinary shares of £0.25
7. Name of registered shareholders(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
8 State the nature of the transaction
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
9. Number of shares, debentures or financial instruments relating to shares
acquired
21
10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)
-
11. Number of shares, debentures or financial instruments relating to shares
disposed
-
12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)
-
13. Price per share or value of transaction
£6.589
14. Date and place of transaction
8 May 2007
15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)
66,165 shares 0.00070%
16. Date issuer informed of transaction
8 May 2007
If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
17 Date of grant
-
18. Period during which or date on which it can be exercised
-
19. Total amount paid (if any) for grant of the option
-
20. Description of shares or debentures involved (class and number)
-
21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at the time of exercise
-
22. Total number of shares or debentures over which options held following
notification
-
23. Any additional information
-
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 626 4099
Name and signature of duly authorised officer of issuer responsible for making
notification
Hew Campbell, Head of Group Secretariat
Date of notification
9 May 2007
Enclosure 5. Publication of Supplementary Prospectus The following supplementary prospectus has been approved by the UK Listing Authority and is available for viewing: Supplementary Prospectus for The Royal Bank of Scotland Group plc/The Royal Bank of Scotland plc £40,000,000,000 Euro Medium Term Note Programme To view the full Supplementary Prospectus, please paste the following URL into the address bar of your browser. http://www.rns-pdf.londonstockexchange.com/rns/5701w_-2007-5-14.pdf The document above is also available to the public for inspection at the UK Listing Authority's Document Viewing Facility, 25 The North Colonnade, Canary Wharf, London E14 5HS. For further information, please contact: Ron Huggett Director, Capital Management The Royal Bank of Scotland Group plc 5th Floor 280 Bishopsgate London EC2M 4RB TEL: 020 7085 4925 FAX: 020 7293 9966 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.
Enclosure 6.
FORM 8.3
DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
(Rule 8.3 of the City Code on Takeovers and Mergers)
1. KEY INFORMATION
Name of person dealing (Note 1) The Royal Bank of Scotland plc (a
wholly-owned subsidiary of The Royal Bank
of Scotland Group plc)
Company dealt in EMI Group plc
Class of relevant security to which Ordinary 0.14 shares
the dealings being disclosed relate
(Note 2)
Date of dealing 17/5/07
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE
(a) Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)
Long Short
Number (%) Number (%)
(1) Relevant
securities 6,363,900 0.79
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell 2,832,000 0.35
Total 9,195,900 1.14
(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)
Class of relevant security: Long Short
Number (%) Number (%)
(1) Relevant securities
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
Total
(c) Rights to subscribe (Note 3)
Class of relevant security: Details
3. DEALINGS (Note 4)
(a) Purchases and sales
Purchase/sale Number of securities Price per unit (Note 5)
Purchase 250,000 2.463
2,000,000 2.477
Sale 109,000 2.458
(b) Derivatives transactions (other than options)
Product Long/short (Note Number of securities (Note Price per unit (Note
name, 6) 7) 5)
e.g. CFD
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Product Writing, Number of Exercise Type, e.g. Expiry Option
name, selling, securities to American, money
purchasing, which the option European
varying etc. relates (Note 7) etc.
e.g. price date paid/
call received
option per unit
(Note 5)
(ii) Exercising
Product name, e.g. call Number of Exercise price per unit (Note
option securities 5)
(d) Other dealings (including new securities) (Note 4)
Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5)
4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of any relevant
securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any
derivative referred to on this form is referenced. If none, this should be
stated.
NONE.
Is a Supplemental Form 8 attached? (Note 9) YES
Date of disclosure 18/05/07
Contact name Richard Hopkins
Telephone number 020 7714 4459
If a connected EFM, name of offeree/offeror with which N/A
connected
If a connected EFM, state nature of connection (Note 10) N/A
Notes
The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk
SUPPLEMENTAL FORM 8
DETAILS OF OPEN POSITIONS
(This form should be attached to Form 8.1, Form 8.1(b)(ii) or Form 8.3, as
appropriate)
OPEN POSITIONS (Note 1)
Product Written Number of securities to Exercise Type, e.g. Expiry
name, or which the option or price (Note American, date
purchased derivative relates 2) European etc.
e.g.
call
option
Call Purchased 20,000 0.085 American 21/09/
Option 07
Call Purchased 10,000 0.08 American 21/09/
Option 07
Call Purchased 20,000 0.075 American 21/09/
Option 07
Call Purchased 30,000 0.08 American 21/09/
Option 07
Call Purchased 40,000 0.08 American 21/09/
Option 07
Call Purchased 13,000 0.05 American 21/09/
Option 07
Call Purchased 12,000 0.05 American 21/09/
Option 07
Call Purchased 100,000 0.105 American 21/09/
Option 07
Call Purchased 50,000 0.095 American 21/09/
Option 07
Call Purchased 50,000 0.09 American 21/09/
Option 07
Call Purchased 100,000 0.06 American 21/09/
Option 07
Call Purchased 50,000 0.075 American 21/09/
Option 07
Call Purchased 50,000 0.155 American 21/09/
Option 07
Call Purchased 257,000 0.16 American 21/09/
Option 07
Call Purchased 168,000 0.175 American 21/09/
Option 07
Call Purchased 48,000 0.175 American 21/09/
Option 07
Call Purchased 120,000 0.175 American 21/09/
Option 07
Call Purchased 15,000 0.165 American 21/09/
Option 07
Call Purchased 30,000 0.17 American 21/09/
Option 07
Call Purchased 250,000 0.11 American 21/09/
Option 07
Call Purchased 250,000 0.11 American 21/09/
Option 07
Call Purchased 370,000 0.135 American 21/09/
Option 07
Call Purchased 30,000 0.1325 American 21/09/
Option 07
Call Purchased 50,000 0.135 American 21/09/
Option 07
Call Purchased 317,000 0.155 American 21/09/
Option 07
Call Purchased 140,000 0.155 American 21/09/
Option 07
Call Purchased 20,000 0.13 American 21/09/
Option 07
Call Purchased 20,000 0.155 American 21/09/
Option 07
Call Purchased 15,000 0.215 American 21/09/
Option 07
Call Purchased 15,000 0.255 American 21/09/
Option 07
Call Purchased 10,000 0.265 American 21/09/
Option 07
Call Purchased 5,000 0.27 American 21/09/
Option 07
Call Purchased 182,000 0.155 American 21/09/
Option 07
Call Written (15,000) 0.1725 American 21/09/
Option 07
Call Written (10,000) 0.145 American 21/09/
Option 07
Notes
1. Where there are open option positions or open derivative positions (except
for CFDs), full details should be given. Full details of any existing agreements
to purchase or to sell should also be given on this form.
2. For all prices and other monetary amounts, the currency must be stated.
For details of the Code's dealing disclosure requirements, see Rule 8 and its
Notes which can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk
Enclosure 7.
FORM 8.3
DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
(Rule 8.3 of the City Code on Takeovers and Mergers)
1. KEY INFORMATION
Name of person dealing (Note 1) The Royal Bank of Scotland plc (a
wholly-owned subsidiary of The Royal Bank
of Scotland Group plc)
Company dealt in EMI Group plc
Class of relevant security to which Ordinary 0.14 shares
the dealings being disclosed relate
(Note 2)
Date of dealing 21/5/07
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE
(a) Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)
Long Short
Number (%) Number (%)
(1) Relevant
securities 1,113,900 0.14
(2) Derivatives (other than options)
(3) Options
and agreements
to
purchase/sell 2,832,000 0.35
Total 3,945,900 0.49
(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)
Class of relevant security: Long Short
Number (%) Number (%)
(1) Relevant securities
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
Total
(c) Rights to subscribe (Note 3)
Class of relevant security: Details
3. DEALINGS (Note 4)
(a) Purchases and sales
Purchase/sale Number of securities Price per unit (Note 5)
Sale 300,000 2.635
Sale 1,038 2.630
Sale 3,250,000 2.625
Sale 300,000 2.600
Sale 400,000 2.738
Sale 300,000 2.706
Sale 632,962 2.635
Sale 66,000 2.630
(b) Derivatives transactions (other than options)
Product Long/short (Note Number of securities (Note Price per unit (Note
name, 6) 7) 5)
e.g. CFD
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Product Writing, Number of Exercise Type, e.g. Expiry Option
name, selling, securities to American, money
purchasing, which the option European
varying etc. relates (Note 7) etc.
e.g. price date paid/
call received
option per unit
(Note 5)
(ii) Exercising
Product name, e.g. call Number of Exercise price per unit (Note
option securities 5)
(d) Other dealings (including new securities) (Note 4)
Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5)
4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of any relevant
securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any
derivative referred to on this form is referenced. If none, this should be
stated.
NONE.
Is a Supplemental Form 8 attached? (Note 9) YES/NO
Date of disclosure 22/05/07
Contact name Richard Hopkins
Telephone number 020 7714 4459
If a connected EFM, name of offeree/offeror with which N/A
connected
If a connected EFM, state nature of connection (Note 10) N/A
Notes
The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk
SUPPLEMENTAL FORM 8
DETAILS OF OPEN POSITIONS
(This form should be attached to Form 8.1, Form 8.1(b)(ii) or Form 8.3, as
appropriate)
OPEN POSITIONS (Note 1)
Product Written Number of securities to Exercise Type, e.g. Expiry
name, or which the option or price (Note American, date
purchased derivative relates 2) European etc.
e.g.
call
option
Call Purchased 20,000 0.085 American 21/09/
Option 07
Call Purchased 10,000 0.08 American 21/09/
Option 07
Call Purchased 20,000 0.075 American 21/09/
Option 07
Call Purchased 30,000 0.08 American 21/09/
Option 07
Call Purchased 40,000 0.08 American 21/09/
Option 07
Call Purchased 13,000 0.05 American 21/09/
Option 07
Call Purchased 12,000 0.05 American 21/09/
Option 07
Call Purchased 100,000 0.105 American 21/09/
Option 07
Call Purchased 50,000 0.095 American 21/09/
Option 07
Call Purchased 50,000 0.09 American 21/09/
Option 07
Call Purchased 100,000 0.06 American 21/09/
Option 07
Call Purchased 50,000 0.075 American 21/09/
Option 07
Call Purchased 50,000 0.155 American 21/09/
Option 07
Call Purchased 257,000 0.16 American 21/09/
Option 07
Call Purchased 168,000 0.175 American 21/09/
Option 07
Call Purchased 48,000 0.175 American 21/09/
Option 07
Call Purchased 120,000 0.175 American 21/09/
Option 07
Call Purchased 15,000 0.165 American 21/09/
Option 07
Call Purchased 30,000 0.17 American 21/09/
Option 07
Call Purchased 250,000 0.11 American 21/09/
Option 07
Call Purchased 250,000 0.11 American 21/09/
Option 07
Call Purchased 370,000 0.135 American 21/09/
Option 07
Call Purchased 30,000 0.1325 American 21/09/
Option 07
Call Purchased 50,000 0.135 American 21/09/
Option 07
Call Purchased 317,000 0.155 American 21/09/
Option 07
Call Purchased 140,000 0.155 American 21/09/
Option 07
Call Purchased 20,000 0.13 American 21/09/
Option 07
Call Purchased 20,000 0.155 American 21/09/
Option 07
Call Purchased 15,000 0.215 American 21/09/
Option 07
Call Purchased 15,000 0.255 American 21/09/
Option 07
Call Purchased 10,000 0.265 American 21/09/
Option 07
Call Purchased 5,000 0.27 American 21/09/
Option 07
Call Purchased 182,000 0.155 American 21/09/
Option 07
Call Written (15,000) 0.1725 American 21/09/
Option 07
Call Written (10,000) 0.145 American 21/09/
Option 07
Notes
1. Where there are open option positions or open derivative positions (except
for CFDs), full details should be given. Full details of any existing agreements
to purchase or to sell should also be given on this form.
2. For all prices and other monetary amounts, the currency must be stated.
For details of the Code's dealing disclosure requirements, see Rule 8 and its
Notes which can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk
Enclosure 8.
Royal Bank of Scotland plc - Residential Mortgage Securitisation
THE ROYAL BANK OF SCOTLAND GROUP PLANS SECURITISATION
23 May 2006
The Royal Bank of Scotland Group ("RBSG") is pleased to announce that The Royal
Bank of Scotland plc ("RBS") and National Westminster Home Loans Ltd plan to
securitise part of their UK residential mortgage loan portfolio under the RBSG's
Arran Residential Mortgage Funding programme. At December 2006 RBSG had an
estimated 6% share of the UK mortgage market with key brands being RBS, NatWest,
The One Account and First Active. This transaction will securitise RBS and
NatWest branded mortgages, and follows the successful securitisation of two
portfolios of RBS and NatWest branded mortgages totalling £11.25bn in 2006.
Marketing will take place over the next two to three weeks for a circa £4.5bn
issue to be placed in US Dollars, Euros and Sterling. The US$ tranche will
target US qualified institutional buyers under Rule 144A of the US Securities
Act. The Preliminary Prospectus for the issue will be published shortly.
This announcement should not be construed as an offer or solicitation to buy or
sell the securities described in the Preliminary Prospectus or any other
securities, or any interest in any securities, and nothing herein should be
construed as a recommendation or advice to invest in any securities. The
investments and investment services referred to herein are available only to
persons to whom this material may be lawfully delivered in accordance with
applicable securities laws. This includes any sale of securities in any State of
the United States in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the Securities Laws of any such
State. This material is not available to private customers within the meaning of
the rules of the Financial Services Authority.
For further information, please contact:
The Royal Bank of Scotland Group plc
Richard O'Connor Ron Huggett
Head of Investor Relations Director, Capital Management & Securitisation
280 Bishopsgate 280 Bishopsgate
London London
EC2M 4RB EC2M 4RB
Tel: +44 (0)20 7672 1758 Tel: +44 (0)20 7085 4925
THE ROYAL BANK OF SCOTLAND GROUP plc DIVIDEND ON SERIES F, SERIES H, SERIES L, SERIES M, SERIES N, SERIES P, SERIES Q AND SERIES R NON-CUMULATIVE DOLLAR PREFERENCE SHARES of US$0.01 FOR THE THREE MONTHS TO 30 JUNE 2007 The Directors have declared the specified dividends on the undernoted Series of non-cumulative dollar preference shares, all of which are represented by American Depositary Shares, for the three months to 30 June 2007. The dividends will be paid on 29 June 2007 at the undernoted rates to holders on the register at the close of business on 14 June 2007. Series Dividend payable per share Series F US$0.478125 Series H US$0.453125 Series L US$0.359375 Series M US$0.40 Series N US$0.396875 Series P US$0.390625 Series Q US$0.421875 Series R US$0.382825 25 May 2007 End THE ROYAL BANK OF SCOTLAND GROUP plc DIVIDEND ON SERIES 2 NON-CUMULATIVE PREFERENCE SHARES OF €0.01 FOR THE YEAR TO 30 JUNE 2007 The Directors have declared the specified dividends on the undernoted series of Non-cumulative preference shares of €0.01 each for the year to 30 June 2007. The dividends will be paid on 29 June 2007 at the undernoted rates to holders on the register at the close of business on 14 June 2007. Series Dividend payable per share Series 2 €52.50 25 May 2007 End
Enclosure 10. Publication of Supplementary Prospectus The following supplementary prospectus has been approved by the UK Listing Authority and is available for viewing: Supplementary Prospectus for The Royal Bank of Scotland Group plc/The Royal Bank of Scotland plc £40,000,000,000 Euro Medium Term Note Programme To view the full Supplementary Prospectus, please paste the following URL into the address bar of your browser. http://www.rns-pdf.londonstockexchange.com/rns/4578x_-2007-5-30.pdf The document above is also available to the public for inspection at the UK Listing Authority's Document Viewing Facility, 25 The North Colonnade, Canary Wharf, London E14 5HS. For further information, please contact: Ron Huggett Director, Capital Management The Royal Bank of Scotland Group plc 5th Floor 280 Bishopsgate London EC2M 4RB TEL: 020 7085 4925 FAX: 020 7293 9966 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.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: 31 May 2007
| THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant) |
| By: | /s/ H Campbell |
| Name: Title: |
H Campbell Head of Group Secretariat |