14 April 2016
Allotment and Issue of New Ordinary Shares
The Royal Bank of Scotland Group plc (the "Company") announces the allotment and issue of 37,569,011 new ordinary shares (the "New Ordinary Shares") of the Company at a subscription price of 226.2503 pence per New Ordinary Share. The shares have been sold in the market. The subscription price was determined by reference to the average market price during a period since the Company's Full Year 2015 results on 26 February 2016.
The shares being issued are for the purposes of partly neutralising the impact of 2016 coupon payments on discretionary hybrid capital from a Core Tier 1 capital perspective, as explained in the Company's Full Year 2015 results announcements.
Based on this subscription price, the gross proceeds of the issue are £85 million. The New Ordinary Shares being issued represent an increase of approximately 0.32% per cent in the Company's current issued ordinary shares. The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing ordinary shares of the Company.
Applications will be made for admission of the New Ordinary Shares to the premium listing segment of the Official List of the UK Listing Authority and to trading (together "Admission") on (i) the main market of the London Stock Exchange and (ii) the New York Stock Exchange ("the NYSE"). American Depositary Shares ("ADS") will also be listed with the NYSE in addition to the New Ordinary Shares underlying the ADSs. It is expected that Admission will take place at 8.00 a.m. on 20 April 2016.
For Further Information Contact:
RBS Investor Relations
+44 207 672 1758
RBS Media Relations
+44 131 523 4205
This press release is being issued pursuant to Rule 135c under the US Securities Act of 1933 (the "Securities Act"), and is neither an offer to sell nor a solicitation of an offer to buy the New Ordinary Shares, and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the New Ordinary Shares in any jurisdiction in which such offer, solicitation or sale is unlawful. The New Ordinary Shares have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority. Any representation to the contrary is a criminal offence in the United States.
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: 14 April 2016