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 2019
Commission
File Number: 001-10306
The
Royal Bank of Scotland Group plc
RBS,
Gogarburn, PO Box 1000
Edinburgh
EH12 1HQ
(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
___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):_________
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):_________
Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ___
No X
If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
________
The following information was issued as Company announcements
in London, England and is furnished pursuant to General Instruction
B to the General Instructions to Form
6-K:
|
Exhibit
No. 1
|
Director/PDMR
Shareholding dated 02 May 2019
|
|
Exhibit
No. 2
|
Director/PDMR
Shareholding dated 10 May 2019
|
|
Exhibit
No. 3
|
Acknowledgment
of two settlements on FX trading dated 16 May 2019
|
|
Exhibit
No. 4
|
Publication
of Suppl.Prospcts dated 20 May 2019
|
|
Exhibit
No. 5
|
Form
8.3 - WYG PLC dated 20 May 2019
|
|
Exhibit
No. 6
|
Director/PDMR
Shareholding dated 31 May 2019
|
|
Exhibit
No. 7
|
Total
Voting Rights dated 31 May 2019
|
Exhibit
No. 1
2 May 2019
The Royal Bank of Scotland Group plc
INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE 19 OF
THE EU MARKET ABUSE REGULATION 596/2014
The Royal Bank of Scotland Group plc (the Company) was notified on 1 May 2019 that the trustee of
the Company's Buy As You Earn Share Plan (the Plan) purchased ordinary shares of £1 each in the
Company (Shares) (ISIN: GB00B7T77214) on 29 April 2019 on behalf
of the PDMRs named below as participants in the
Plan.
|
PDMR
|
Position of PDMR
|
No. of Shares purchased
|
Purchase price
|
|
Chris
Marks
|
Chief
Executive, NatWest Markets Plc
|
62
|
£
2.405
|
|
Katie
Murray
|
Chief
Financial Officer, The Royal Bank of Scotland Group
plc
|
62
|
£
2.405
|
The transactions took place on the London Stock Exchange
(XLON).
Legal Entity Identifier: 2138005O9XJIJN4JPN90
For further information contact:-
RBSG Investor Relations
Alexander Holcroft
Head of Investor Relations
+44 20 7672 1758
RBSG Media Relations
+44(0)131 523 4205
Exhibit
No. 2
10 May 2019
The Royal Bank of Scotland Group plc
INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE
19 OF THE EU MARKET ABUSE REGULATION 596/2014
1.
The Royal Bank of Scotland Group plc (the Company) announces that
ordinary shares of £1 each in the Company (Shares) (ISIN:
GB00B7T77214) were delivered to PDMRs on 8 May 2019, as set out
below.
The
Shares delivered represent payment of a fixed share allowance for
the six month period ending 30 June 2019 and have been calculated
using a share price of £2.3874.
The
number of Shares delivered, the number of Shares withheld to
meet associated tax liabilities and the number of Shares
retained by each PDMR is as follows:-
|
Name of PDMR
|
Position of PDMR
|
No. of Shares delivered
|
No. of Shares withheld to satisfy associated tax
liability
|
No. of Shares retained
|
|
Vanessa Bailey
|
Chief Risk Officer, NatWest Holdings
|
52,359
|
24,609
|
27,750
|
|
Mark Bailie
|
CEO, Bó
|
83,774
|
39,374
|
44,400
|
|
Helen Cook
|
Chief HR Officer
|
24,609
|
11,567
|
13,042
|
|
Bruce Fletcher
|
Chief Risk Officer, RBS Group
|
62,830
|
29,531
|
33,299
|
|
Chris Marks
|
CEO, NatWest Markets
|
104,717
|
49,217
|
55,500
|
|
Les Matheson
|
CEO, Personal Banking
|
62,830
|
30,159
|
32,671
|
|
Katie Murray
|
Chief Financial Officer
|
157,075
|
73,826
|
83,249
|
|
Ross McEwan
|
Chief Executive
|
209,433
|
98,434
|
110,999
|
|
Andrew McLaughlin1
|
CEO, RBS International
|
31,415
|
Nil
|
31,415
|
|
Simon McNamara
|
Chief Administrative Officer
|
68,066
|
32,672
|
35,394
|
|
Alison Rose
|
Deputy CEO, NatWest Holdings and CEO, Commercial & Private
Banking
|
89,009
|
41,835
|
47,174
|
|
David Wheldon
|
Chief Marketing Officer
|
23,562
|
11,075
|
12,487
|
|
1. The award was made when the PDMR was resident in Jersey and
therefore is taxable in Jersey only and not in the UK. No employer
tax withholding is required under Jersey law. The Jersey income tax
payable in respect of the vesting of the award will be paid by the
PDMR directly to the Jersey tax authority.
|
The
above transactions took place outside of a trading venue. The
market price used to determine the number of Shares withheld
to meet associated tax liabilities was £2.352.
Shares retained after payment of associated tax liabilities
will be held on behalf of PDMRs in the Computershare Retained Share
Nominee account and will be released in instalments over a three
year period.
2. The Company
announces that on 8 May 2019 Ross McEwan, transferred 27,602 Shares
to charity for nil consideration. The transfer is in line
with the commitments Mr McEwan made in February 2015 and February
2016 to transfer all of his 2015 fixed share allowance and half of
his 2016 fixed share allowance to charity. Following the
transfer to charity,
Mr McEwan has relinquished all legal and beneficial rights to such
Shares. The transfer took place outside of a trading
venue.
Legal Entity
Identifier: 2138005O9XJIJN4JPN90
For further information contact:-
RBSG Investor Relations
Alexander Holcroft
Head of Investor Relations
+44(0)20 7672 1758
RBSG Media Relations
+44(0)131 523 4205
Exhibit
No. 3
The Royal Bank of Scotland Group plc
NatWest Markets Plc
Acknowledgment of European Commission's announcement regarding two
settlements on FX trading
16 May 2019
The Royal Bank of Scotland Group plc ("RBSG") and its subsidiary
NatWest Markets Plc ("NWM Plc") acknowledge the announcement by the
European Commission ("EC") today that two settlements have been
reached with RBSG, NWM Plc and other named financial institutions,
in relation to the EC's investigation of historic competition law
breaches concerning foreign exchange ("FX") trading. RBSG,
together with NWM Plc, have been fined a total of EUR 249,214,000
relating to conduct which took place in two groups of chatrooms in
periods between December 2007 and November 2011. The
aggregate fine is fully covered by existing provisions in NWM Plc.
As previously disclosed, NWM Plc is co-operating with
investigations and responding to inquiries from other governmental
and regulatory (including competition) authorities on similar
issues relating to past failings in FX trading. The timing and
amount of future financial penalties, related litigation risks and
collateral consequences remain uncertain and may be
material.
For further information, please contact:
RBSG Investor Relations
Alexander Holcroft
Head of Investor Relations
+44 (0) 207 672 1758
NWM Investor Relations
Richard Coombs
Head of NatWest Markets Investor Relations
+44 (0) 20 7678 1768
RBS Media Relations
+44 (0) 131 523 4205
Forward Looking Statements
This document contains forward-looking statements within the
meaning of the United States Private Securities Litigation Reform
Act of 1995, such as statements that include, without limitation,
the words 'expect', 'estimate', 'project', 'anticipate', 'commit',
'believe', 'should', 'intend', 'plan', 'could', 'probability',
'risk', 'Value-at-Risk (VaR)', 'target', 'goal', 'objective',
'may', 'endeavour', 'outlook', 'optimistic', 'prospects' and
similar expressions or variations on these expressions. These
statements concern or may affect future matters, such as RBSG or
NWM's future economic results, business plans and current
strategies. In particular, this document may include
forward-looking statements relating to RBSG or NWM in respect of,
but not limited to their respective: regulatory capital positions
and related requirements, financial positions, profitability and
financial performance (including financial, capital and operational
targets), access to adequate sources of liquidity and funding,
increasing competition from new incumbents and disruptive
technologies, impairment losses and credit exposures under certain
specified scenarios, substantial regulation and oversight, ongoing
legal, regulatory and governmental actions and investigations,
LIBOR, EURIBOR and other benchmark reform and exposure to economic
and political risks (including with respect to Brexit and climate
change), operational risk, conduct risk, cyber and IT risk and
credit rating risk. Forward-looking statements are subject to
a number of risks and uncertainties that might cause actual results
and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking
statements. Factors that could cause or contribute to differences
in current expectations include, but are not limited to,
legislative, political, fiscal and regulatory developments,
accounting standards, competitive conditions, technological
developments, interest and exchange rate fluctuations and general
economic conditions. These and other factors, risks and
uncertainties that may impact any forward-looking statement or RBSG
or NWM's actual results are discussed in NWM's 2018 Annual Report
and Accounts and other regulatory filings, RBSG's UK 2018 Annual
Report and Accounts and materials filed by RBSG with, or furnished
to, the US Securities and Exchange Commission, including, but not
limited to, RBSG's most recent Annual Report on Form 20-F and
Reports on Form 6-K. The forward-looking statements contained in
this document speak only as of the date of this document and RBSG
and NWM do not assume or undertake any obligation or responsibility
to update any of the forward-looking statements contained in this
document, whether as a result of new information, future events or
otherwise, except to the extent legally required.
Legal Entity Identifiers
|
The Royal Bank of Scotland Group plc
|
2138005O9XJIJN4JPN90
|
|
NatWest Markets Plc
|
RR3QWICWWIPCS8A4S074
|
Exhibit
No. 4
Publication of Supplementary Prospectus
The following supplementary prospectus has been approved by the
Financial Conduct Authority and is available for
viewing:
Supplementary Prospectus to The Royal Bank of Scotland Group plc
£40,000,000,000 Euro Medium Term Note Programme, dated 17 May
2019.
To view the full document, please paste the following URL into the
address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/5559Z_1-2019-5-20.pdf
A copy of the above Supplementary Prospectus has been submitted to
the National Storage Mechanism and will shortly be available for
inspection at: http://www.morningstar.co.uk/uk/NSM.
For further information, please contact:
Scott Forrest
Head of RBS Debt Capital Markets & Capital
Strategy
Tel: +44 (0) 131 626 1329
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.
Legal Entity Identifier
|
|
|
|
The Royal Bank of Scotland Group plc
|
2138005O9XJIJN4JPN90
|
Exhibit No. 5
FORM 8.3
PUBLIC OPENING
POSITION DISCLOSURE/DEALING
DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR
MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY
INFORMATION
|
(a) Full name of discloser:
|
The Royal Bank of Scotland Group plc
|
|
(b) Owner or controller of interests and short positions disclosed,
if different from 1(a):
The naming of nominee or vehicle companies
is insufficient. For a trust, the trustee(s), settlor and
beneficiaries must be named.
|
NatWest Markets Plc
|
|
(c) Name of offeror/offeree
in relation to whose relevant securities this form
relates:
Use a separate form for each
offeror/offeree
|
WYG PLC
|
|
(d) If an exempt fund manager connected with an offeror/offeree,
state this and specify identity of offeror/offeree:
|
N/A
|
|
(e) Date position held/dealing undertaken:
For an opening position disclosure, state
the latest practicable date prior to the disclosure
|
20 May 2019
|
|
(f) In addition to the company in 1(c) above, is the
discloser making disclosures in respect of any other party to the
offer?
If it is a cash offer or possible cash
offer, state "N/A"
|
YES / NO /
N/A
If YES, specify which:
|
2. POSITIONS OF THE
PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more
than one class of relevant securities of the offeror or offeree
named in 1(c), copy table 2(a) or (b) (as appropriate) for each
additional class of relevant security.
(a) Interests and short
positions in the relevant securities of the offeror or offeree to
which the disclosure relates following the dealing (if
any)
|
Class of relevant security:
|
0.1p convertible shares
|
|
|
Interests
|
Short positions
|
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned and/or controlled:
|
1,007,140
|
22.17
|
0
|
0.00
|
|
(2) Cash-settled derivatives:
|
0
|
0.00
|
0
|
0.00
|
|
(3) Stock-settled derivatives (including options) and agreements to
purchase/sell:
|
0
|
0.00
|
0
|
0.00
|
|
TOTAL:
|
1,007,140
|
22.17
|
0
|
0.00
|
All interests and all short positions should be
disclosed.
Details of any open stock-settled derivative positions (including
traded options), or agreements to purchase or sell relevant
securities, should be given on a Supplemental Form 8 (Open
Positions).
(b) Rights to subscribe
for new securities (including directors' and other employee
options)
|
Class of relevant security in relation to which subscription right
exists:
|
|
|
Details, including nature of the rights concerned and relevant
percentages:
|
|
3. DEALINGS (IF
ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant
securities of the offeror or offeree named in 1(c), copy table
3(a), (b), (c) or (d) (as appropriate) for each additional class of
relevant security dealt in.
The currency of all prices and other monetary amounts should be
stated.
(a) Purchases and
sales
|
Class of relevant security
|
Purchase/sale
|
Number of securities
|
Price per unit
|
|
|
|
|
|
(b) Cash-settled
derivative transactions
|
Class of relevant security
|
Product description
e.g. CFD
|
Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a
long/short position
|
Number of reference securities
|
Price per unit
|
|
|
|
|
|
|
(c) Stock-settled
derivative transactions (including options)
(i) Writing,
selling, purchasing or varying
|
Class of relevant security
|
Product descriptione.g. call
option
|
Writing, purchasing, selling, varying etc.
|
Number of securities to which option relates
|
Exercise price per unit
|
Type
e.g. American, European etc.
|
Expiry date
|
Option money paid/ received per unit
|
|
|
|
|
|
|
|
|
|
(ii)
Exercise
|
Class of relevant security
|
Product description
e.g. call option
|
Exercising/ exercised against
|
Number of securities
|
Exercise price per unit
|
|
|
|
|
|
|
(d) Other dealings
(including subscribing for new securities)
|
Class of relevant security
|
Nature of dealing
e.g. subscription, conversion
|
Details
|
Price per unit (if applicable)
|
|
|
|
|
|
4. OTHER
INFORMATION
(a) Indemnity and other
dealing arrangements
|
Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities
which may be an inducement to deal or refrain from dealing entered
into by the person making the disclosure and any party to the offer
or any person acting in concert with a party to the
offer:
Irrevocable commitments and letters of intent should not be
included. If there are no such agreements, arrangements or
understandings, state "none"
|
|
NONE
|
(b) Agreements,
arrangements or understandings relating to options or
derivatives
|
Details of any agreement, arrangement or understanding, formal or
informal, between the person making the disclosure and any other
person relating to:
(i) the voting rights of any relevant securities under any
option; or
(ii) the voting rights or future acquisition or disposal of any
relevant securities to which any derivative is
referenced:
If there are no such agreements, arrangements or understandings,
state "none"
|
|
NONE
|
(c)
Attachments
|
Is a Supplemental Form 8 (Open Positions) attached?
|
YES/NO
|
|
Date of disclosure:
|
20 May 2019
|
|
Contact name:
|
Suzanne Davidson
|
|
Telephone number*:
|
0131 626 4120
|
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation
in relation to the Code's disclosure requirements on +44 (0)20 7638
0129.
*If the discloser is a natural person, a telephone number does not
need to be included, provided contact information has been provided
to the Panel's Market Surveillance Unit.
The Code can be
viewed on the Panel's website at www.thetakeoverpanel.org.uk.
LEI -
RBSG: 2138005O9XJIJN4JPN90 LEI -
NWM Plc: RR3QWICWWIPCS8A4S074
Exhibit No. 6
31 May 2019
The Royal Bank of Scotland Group plc
INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE
19 OF THE EU MARKET ABUSE REGULATION 596/2014
The Royal Bank of Scotland Group plc (the Company) was notified on 29 May 2019 that the trustee of
the Company's Buy As You Earn Share Plan
(the Plan) purchased ordinary shares of £1 each in the
Company (Shares) (ISIN: GB00B7T77214) on 28 May 2019 on
behalf of the PDMRs named below as participants in the
Plan.
|
PDMR
|
Position of PDMR
|
No. of Shares purchased
|
Purchase price
|
|
Chris
Marks
|
Chief
Executive, NatWest Markets Plc
|
69
|
£
2.165
|
|
Katie
Murray
|
Chief
Financial Officer, The Royal Bank of Scotland Group
plc
|
70
|
£
2.165
|
The transactions took place on the London Stock Exchange
(XLON).
Legal Entity Identifier: 2138005O9XJIJN4JPN90
For further information contact:-
RBSG Investor Relations
Alexander Holcroft
Head of Investor Relations
+44 20 7672 1758
RBSG Media Relations
+44(0)131 523 4205
Exhibit
No. 7
The Royal Bank of Scotland Group plc
Total Voting Rights and Capital
In conformity with the Disclosure Guidance 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 May 2019:-
|
Share Class and nominal value
|
Number of Shares issued
|
Voting rights per share
|
Total Voting rights -
|
|
31 May 2019
|
|
Ordinary
shares of £1
|
12,091,201,098
|
4
|
48,364,804,392
|
|
11%
Cumulative Preference Shares of £1
|
500,000
|
4
|
2,000,000
|
|
5.5%
Cumulative Preference Shares of £1
|
400,000
|
4
|
1,600,000
|
|
Total:
|
12,092,101,098
|
|
48,368,404,392
|
of which none are held in Treasury.
Shareholders may use the above figures for their calculations to
determine whether they are required to notify their interest in, or
a change to their interest in the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Legal Entity Identifier:
2138005O9XJIJN4JPN90
Date: 31
May 2019
|
|
THE
ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
|
|
|
|
|
|
By: /s/
Jan Cargill
|
|
|
|
|
|
Name:
Jan Cargill
|
|
|
Title:
Deputy Secretary
|