UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)

The Royal Bank of Scotland Group plc

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G76891111

(CUSIP Number)

Stephen Parker

1 Horse Guards Road

London

SW1A 2HQ

(+44) 20 7270 5666

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 6, 2017

(Date of Event which Requires Filing of this Statement)

 

HM Treasury;

UK Financial Investments Ltd

(Names of Reporting Persons)

If the filing person has previously filed a statement on Schedule 13Gto report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Explanatory note: In lieu of providing the information called for by Schedule 13D, Her Majesty's Treasury is furnishing a copy of "TR-1: Notification of Major Interest in Shares", which is the standard form for any notification required to be delivered under the UK Disclosure Rules and Transparency Rules to an issuer whose shares are listed on a relevant European Economic Area market (and to the UK Financial Conduct Authority) following the acquisition or disposal of certain interests in the shares or voting rights in such issuer. The UK Disclosure Rules and Transparency Rules implement the European Transparency Directive (EU Directive 2004/109/EC). This modified Schedule 13D is filed pursuant to no-action relief granted by the Staff of the Securities and Exchange Commission in a no-action letter dated December 10, 2008.

 

 

 

TR-1: Standard form for notification of major holdings

 

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i
 
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: The Royal Bank of Scotland Group plc
1b. Please indicate if the issuer is a non-UK issuer  (please mark with an “X” if appropriate)
Non-UK issuer  
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights  
An acquisition or disposal of financial instruments  
An event changing the breakdown of voting rights x
Other (please specify)iii:  
3. Details of person subject to the notification obligationiv
Name The Commissioners of Her Majesty’s Treasury
City and country of registered office (if applicable) London, England
4. Full name of shareholder(s) (if different from 3.)v
Name The Solicitor for the Affairs of Her Majesty’s Treasury
City and country of registered office (if applicable) London, England
5. Date on which the threshold was crossed or reachedvi: 6 July 2017
6. Date on which issuer notified (DD/MM/YYYY): 11 July 2017
7. Total positions of person(s) subject to the notification obligation
  % of voting rights
attached to shares
(total of 8. A)		 % of voting rights
through financial
instruments
(total of 8.B 1 + 8.B 2)		 Total of both in %
(8.A + 8.B)		 Total number of
voting rights of
issuervii
Resulting situation on the date on which threshold was crossed or reached 70.84%   70.84% 47,624,155,516

Position of previous notification (if

applicable)

 71.85%   71.85%  
             

  1

 

 


8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii
A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

 Number of voting rightsix % of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive
2004/109/EC)
(DTR5.2.1)

Ordinary Shares of £1 each GB00B7T77214 33,737,934,076   70.84%  
         
         
SUBTOTAL 8. A 33,737,934,076 70.84%

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial
instrument		 Expiration
datex		 Exercise/
Conversion Periodxi

Number of voting rights
that may be acquired if
the instrument is

exercised/converted.

 % of voting rights
         
         
         
    SUBTOTAL 8. B 1    

 

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial
instrument		 Expiration
datex		 Exercise/
Conversion Period xi

Physical or
cash

settlementxii

 Number of voting rights % of voting rights
           
           
           
      SUBTOTAL 8.B.2    
                   
  2

 

  

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii  
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) x
Namexv % of voting rights if it
equals or is higher
than the notifiable
threshold

% of voting rights
through financial

instruments if it equals
or is higher than the
notifiable threshold

 Total of both if it equals or is higher than the notifiable threshold

UK 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.

The Commissioners of Her Majesty’s Treasury 70.84%   70.84%
       
       
       
       
 
10. In case of proxy voting, please identify:
Name of the proxy holder  
The number and % of voting rights held  
The date until which the voting rights will be held  
 
11. Additional informationxvi

 

The solicitor for the affairs of Her Majesty’s Treasury is acting as nominee for Her Majesty’s Treasury.

         

Place of completion London, England
Date of completion 11 July 2017

 

  3

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 14, 2017

Her Majesty’s Treasury, a department of Her Majesty’s Government of the United Kingdom of Great Britain and Northern Ireland

 

By: /s/ Jonathan Edwards  
  Name: Jonathan Edwards
  Title: Head of RBS and Lloyds Unit, State-Owned Financial Assets (HMT)
   
   

UK Financial Investments Ltd

 

By: /s/ Oliver Holbourn  
  Name: Oliver Holbourn
  Title: Chief Executive Officer (UKFI)