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 January 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:
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Q3
2016
Interim
Management Statement
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Exhibit
No. 1
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Notice
of GM dated 17 January 2019
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Exhibit
No. 2
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Form
8.3 Disclosure dated 25 January 2019
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Exhibit
No. 3
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Director/PDMR
Shareholding dated 29 January 2019
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Exhibit
No. 4
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Total
Voting Rights dated 31 January 2019
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Exhibit
No. 1
The Royal Bank of Scotland Group plc ("RBS")
17 January 2019
Circular and Notice of General Meeting and Form of
Proxy
A special resolution (the Resolution) seeking authority from
shareholders to make off-market purchases of Ordinary Shares from
HM Treasury (or its nominee) will be proposed at a General Meeting
to be held on Wednesday, 6 February 2019.
The Directors consider it may, in certain circumstances, be in
the best interests of the Company and its shareholders for the
Company to purchase its own shares from HM Treasury. The Company
may agree with HM Treasury (or its nominee) to make off-market
purchases of its Ordinary Shares at such times and on such number
of occasions as the Directors may determine:
(a) by
way of one or more standalone purchases;
(b)
through a non-discretionary, broker-managed directed
trading programme (subject to certain parameters); or
(c)
in conjunction with any offer or sale by HM
Treasury (or its nominee) by way of or including an
institutional placing.
Any such off-market purchases shall be made at the relevant market
price on the date the Ordinary Shares are contracted to be
purchased or, if made in conjunction with an institutional placing
by HM Treasury (or its nominee), at the placing or offering
price as determined through an open-market bookbuilding process,
and otherwise on the terms and conditions of the Directed Buyback
Contract, which are summarised in the Circular and Notice of
General Meeting.
The purpose of the Directed Buyback Contract is to give the Company
the flexibility, if appropriate at the relevant time and with the
agreement of HM Treasury, to help facilitate the return of the
Company to full private ownership through the use of the Company's
excess capital. The Directors will only make off-market purchases
with HM Treasury's agreement and where, in light of market
conditions prevailing generally at the time, they consider that
such off-market purchases will be in the best interests of
shareholders as a whole.
The Board considers that the Resolution is in the best interests of
the Company and its shareholders as a whole and unanimously
recommends that all shareholders vote in favour of the Resolution
as the members of the Board intend to do, or to procure, in respect
of their own beneficial shareholdings.
Full details of the proposal are set out in the Circular and Notice
of General Meeting.
RBS Chairman Howard Davies said:
"This resolution would provide the bank with the flexibility to use
some of its excess capital to buy back Government shares at a time
and price agreed with HM Treasury. The Board believes that this is
in the best interests of the bank and its shareholders by helping
to facilitate the return of the company to full private
ownership."
The RBS General Meeting will be held on Wednesday, 6 February 2019
at 3.00 pm at the RBS Conference Centre, RBS Gogarburn, Edinburgh
EH12 1HQ and the Circular and Notice of General Meeting will also
available to view at www.rbs.com/gm
Copies of the above documents will be submitted to the National
Storage Mechanism today and will be available for inspection
at: www.morningstar.co.uk/uk/NSM
The documents will be mailed or made available to shareholders
today, the documents will also be available
at www.rbs.com/gm
Name of contact and telephone number for queries:-
Investor Relations
+ 44 (0)207 672 1758
Media Relations
+44 (0)131 523 4205
Legal Entity Identifier: 2138005O9XJIJN4JPN90
Exhibit
No. 2
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
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(a) Full name of discloser:
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The Royal Bank of Scotland Group plc
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(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.
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Adam & Company Investment Management Limited
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(c) Name of offeror/offeree
in relation to whose relevant securities this form
relates:
Use a separate form for each
offeror/offeree
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MedicX Fund Limited
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(d) If an exempt fund manager connected with an offeror/offeree,
state this and specify identity of offeror/offeree:
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N/A
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(e) Date position held/dealing undertaken:
For an opening position disclosure, state
the latest practicable date prior to the disclosure
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24 January 2019
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(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"
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YES / NO /
N/A
If YES, specify which:
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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)
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Class of relevant security:
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Interests
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Short positions
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|
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Number
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%
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Number
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%
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(1) Relevant securities owned and/or controlled:
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6,557,653
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1.48
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0
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0.00
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(2) Cash-settled derivatives:
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0
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0
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0
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0.00
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(3) Stock-settled derivatives (including options) and agreements to
purchase/sell:
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0
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0
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0
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0.00
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TOTAL:
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6,557,653
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1.48
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0
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0.00
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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)
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Class of relevant security in relation to which subscription right
exists:
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N/A
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Details, including nature of the rights concerned and relevant
percentages:
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N/A
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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
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Class of relevant security
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Purchase/sale
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Number of securities
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Price per unit
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(b) Cash-settled
derivative transactions
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Class of relevant security
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Product description
e.g. CFD
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Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a
long/short position
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Number of reference securities
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Price per unit
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(c) Stock-settled
derivative transactions (including options)
(i) Writing,
selling, purchasing or varying
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Class of relevant security
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Product descriptione.g. call
option
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Writing, purchasing, selling, varying etc.
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Number of securities to which option relates
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Exercise price per unit
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Type
e.g. American, European etc.
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Expiry date
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Option money paid/ received per unit
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(ii)
Exercise
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Class of relevant security
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Product description
e.g. call option
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Exercising/ exercised against
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Number of securities
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Exercise price per unit
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(d) Other dealings
(including subscribing for new securities)
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Class of relevant security
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Nature of dealing
e.g. subscription, conversion
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Details
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Price per unit (if applicable)
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4. OTHER
INFORMATION
(a) Indemnity and other
dealing arrangements
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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"
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NONE
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(b) Agreements,
arrangements or understandings relating to options or
derivatives
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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"
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NONE
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(c)
Attachments
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Is a Supplemental Form 8 (Open Positions) attached?
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YES/NO
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Date of disclosure:
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25 January 2019
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Contact name:
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Suzanne Davidson
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Telephone number*:
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0131 626 4120
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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: 2138005O9XJIJN4JPN90
Exhibit
No. 3
29 January 2019
The Royal Bank of Scotland Group plc ('the Company')
INITIAL NOTIFICATION OF TRANSACTION OF PERSON DISCHARGING
MANAGERIAL RESPONSIBILITY ("PDMR") IN ACCORDANCE WITH ARTICLE
19 OF THE EU MARKET ABUSE REGULATION 596/2014
The Company announces that the trustee of The Royal Bank of
Scotland Group plc Buy As You Earn Share Plan (the "Plan")
purchased the following ordinary shares of £1 each in the
Company ("Shares") (ISIN: GB00B7T77214) on the date
stated below on behalf of PDMR Chris Marks, Chief Executive,
NatWest Markets Plc, as a participant in the
Plan.
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Number of Shares purchased
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Date of purchase
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Purchase price
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62
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28
January 2019
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£2.414
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The transaction took place on the London Stock Exchange
(XLON).
For further information contact:-
RBS Investor Relations
Alexander Holcroft
Head of Equity Investor Relations
+44 20 7672 1758
RBS Media Relations
+44(0)131 523 4205
Legal Entity Identifier:
The Royal Bank of Scotland Group plc
- 2138005O9XJIJN4JPN90
NatWest Markets Plc - RR3QWICWWIPCS8A4S074
Exhibit
No. 4
The Royal Bank of Scotland Group plc
Total Voting Rights - Conformity with the Disclosure Guidance and
Transparency Rules
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 January 2019 :-
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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 January 2019
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|
Ordinary
shares of £1
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12,048,674,549
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4
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48,194,698,196
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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
|
|
Total:
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12,049,574,549
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|
48,198,298,196
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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
January 2019
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THE
ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
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By: /s/
Jan Cargill
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Name:
Jan Cargill
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Title:
Deputy Secretary
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