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 June 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
|
Confirmation
re stated post-offer intentions dated 03 June 2019
|
|
Exhibit
No. 2
|
Director/PDMR
Shareholding dated 11 June 2019
|
|
Exhibit
No. 3
|
Impact
of Alawwal bank / Saudi British Bank merger dated 17June
2019
|
|
Exhibit No. 4
|
Publication of Suppl.Prospcts dated 18 June
2019
|
|
Exhibit
No. 5
|
Takeover
Panel PremierTechnical Services Group plc dated 20 June
2019
|
|
Exhibit
No. 6
|
Total
Voting Rights dated 28 June 2019
|
Exhibit
No. 1
THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE
REQUIREMENTS OF RULE 19.6(C) OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE"), WHICH, INTER ALIA, REQUIRES A PARTY TO AN
OFFER TO MAKE AN ANNOUNCEMENT AT THE END OF A PERIOD OF 12 MONTHS
FROM THE DATE ON WHICH THE OFFER PERIOD ENDED CONFIRMING WHETHER IT
HAS TAKEN, OR NOT TAKEN, THE COURSE OF ACTION SET OUT IN ITS STATED
INTENTIONS
FOR IMMEDIATE RELEASE
3 June 2019
The Royal Bank of Scotland Group plc
Confirmation with Respect to Stated Post-Offer Intentions With
Regard to
FreeAgent Holdings Plc
The Royal Bank of Scotland Group plc ("RBS"), announces that
further to the completion of the recommended cash offer for the
entire issued and to be issued ordinary share capital of FreeAgent
Holdings Plc by its indirect subsidiary Silvermere Holdings
Limited, which was effected by way of a scheme of arrangement under
Part 26 of the Companies Act 2006 on 1 June 2018, its board of
directors has duly confirmed in writing to The Panel on Takeovers
and Mergers in accordance with the requirements of Rule 19.6(c) of
the Code that RBS has complied with its post-offer statements of
intent made pursuant to Rules 2.7(c)(iv) and 24.2 of the Code, as
originally detailed in its announcement of 27 March 2018 and the
scheme document published on 11 April 2018.
Enquiries:
RBS Investor Relations:
Alexander Holcroft
Head of Investor Relations
Tel: 0207 672 1758
Legal Entity Identifiers
|
The
Royal Bank of Scotland Group plc
|
2138005O9XJIJN4JPN90
|
Exhibit
No. 2
11 June 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
conditional deferred awards over ordinary shares of £1 each in
the Company (Shares) (ISIN: GB00B7T77214) vested on 7 June 2019 to
the PDMRs set out below. The conditional deferred awards were
granted under the RBS 2014 Employee Share Plan (the Plan) in
March 2019. The number of Shares withheld to meet
associated tax liabilities arising on vesting and the number
of vested Shares retained by each PDMR is set out
below:-
|
Name of PDMR
|
Position of PDMR
|
No. of Shares vested
|
No. of Shares withheld to satisfy associated tax
liability
|
No. of vested Shares retained
|
|
Andrew
McLaughlin1
|
CEO,
RBS International
|
46,922
|
Nil
|
46,922
|
|
Katie
Murray
|
Chief Financial Officer
|
28,801
|
13,537
|
15,264
|
|
1. The
award was granted 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 meet associated tax liabilities was
£2.145. Vested Shares retained after payment of
associated tax liabilities will be subject to a retention period of
twelve months.
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
17 June 2019
RBS announces the impact of the merger of Alawwal bank and Saudi
British Bank
The Royal Bank of Scotland Group plc ("RBS") notes the completion
of the merger of Alawwal bank and Saudi British Bank ("SABB")
announced on 16 June 2019 (the "Merger"). The completion of
the merger impacts RBS and its subsidiaries NatWest Markets
N.V. ("NWM NV") and NatWest Markets Plc ("NWM
Plc").
RBS, through its Dutch subsidiary NWM NV, held an aggregate 40%
shareholding in Alawwal bank on behalf of itself, Stichting
Administratiekantoor Beheer Financiële Instellingen ("NLFI")
and Banco Santander S.A. (together the "Consortium") which dated
back to RBS's acquisition of ABN AMRO in 2007. The economic
interest of RBS was equivalent to a 15.3% shareholding in Alawwal
bank.
As a result of the Merger NWM NV received an aggregate shareholding
of 10.8% in SABB, representing the total interests of the
Consortium. NWM NV then immediately transferred the RBS
economic interest of 4.1% in SABB to NWM Plc, and the balance of
the shares separately to NLFI and Banco Santander S.A., as part of
an unwind of the Consortium arrangements.
NWM NV is reported as part of RBS's NatWest Markets franchise.
NWM NV is now expected to transfer to NWM Plc ownership
during the second half of 2019, subject to regulatory approvals,
and will continue to be reported as part of the
franchise.
Commenting on the transaction, Ross McEwan, CEO of RBS
said,
"We are
pleased that this merger has now concluded; it will help facilitate
the future exit of our shareholding as we continue to focus on our
key target markets. The release of capital will also have a
positive and material financial impact for RBS."
Impact of the Merger on RBS
●
Within
the NatWest Markets franchise, RBS will recognise an income gain on
disposal of the Alawwal bank stake for shares received in SABB of
£0.4 billion and a reduction in risk weighted assets ("RWAs")
of £4.7 billion.
●
Within
Central Items, RBS will recycle foreign exchange of £0.3
billion which is capital neutral and will in addition extinguish
legacy liabilities of £0.3 billion.
●
The
gains above the line will be partially offset by £0.3 billion
of non-controlling interests.
●
These
impacts would have increased the 31 March 2019 CET1 by 60bps, being
20bps attributable profit and 40bps RWA relief.
The profit and loss impacts on franchises are summarised in Table 1
below, with affected entities noted.
Table 1
|
£bn
|
|
NWM
franchise
|
|
Central
Items
|
|
RBS
Group
|
|
Entity
|
|
Gain on
disposal
|
|
0.4
|
|
-
|
|
0.4
|
|
NWM NV
|
|
Legacy
liability release
|
|
-
|
|
0.3
|
|
0.3
|
|
RBS
|
|
FX
reserves recycling
|
|
-
|
|
0.3
|
|
0.3
|
|
RBS
|
|
Non
interest income
|
|
0.4
|
|
0.6
|
|
1.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit
after Tax
|
|
|
|
|
|
1.0
|
|
|
|
Non-controlling
interests
|
|
|
|
|
|
(0.3)
|
|
RBS
|
|
Profit attributable to ordinary shareholders
|
|
|
|
|
|
0.7
|
|
|
We estimate a further £1.2 billion of FX reserves recycling to
be crystallised through RBS at the point at which NWM NV transfers
ownership to NWM Plc during the second half of 2019, subject to
regulatory approval, which is also capital and TNAV
neutral.
Table 2 illustrates the risk weighted asset movements related to
the transactions. These are indicative of the expected impact and
act only as a guide.
Table 2
|
|
|
NWM
NV
|
|
NWM
Plc
|
|
Group
Adjustment
|
|
RBS
Group
|
|
As at
31 March 2019
|
|
€6.5bn
|
|
-
|
|
-
|
|
£5.6bn
|
|
Transaction
impact
|
|
(€6.5bn)
|
|
£0.4bn
|
|
£0.5bn
|
|
(£4.7bn)
|
|
Adjusted
31 March 2019
|
|
-
|
|
£0.4bn
|
|
£0.5bn
|
|
£0.9bn
|
Notes
-
The above does not include operational risk RWAs related to the
stake in Alawwal bank
-
Table shown using exchange rates as at 31 March 2019 with
£1:€1.162 and a SABB share price of SAR37.80. RWA impact
may vary as a result of fluctuations in FX rates, SABB share price
or the underlying CET1 capital base of NWM Plc. At 13 June 2019,
the SABB share closing price was SAR 41.70. As at 14 June
2019, the relevant FX rate was £1:€1.1232.
Impact of the Merger on NWM Plc
NWM Plc acquired the SABB shares attributable to RBS from NWM NV
for £0.7bn, which will be carried at fair value through equity
until sold. The SABB shares are subject to a 6 month lock up
period for sale outside RBS. The investment will give rise to
RWA of £0.4bn, as well as a capital deduction for
non-significant investments.
Ownership of NWM NV is expected to transfer under NWM Plc in H2
2019, subject to regulatory approval.
Impact of the Merger on NWM NV
In addition to the impacts noted in Tables 1 and 2, above, NWM NV
will make capital distributions to NLFI and Santander and will
replace this with internal capital issuance to RBS entities in June
2019. The impact of the RWA reduction is expected to improve NWM
NV's capital ratios in H1 2019.
Each of RBS, NWM Plc and NWM NV will publish their H1 2019 accounts
on 2 August 2019.
For further information, please contact:
Investor Relations
Alexander Holcroft
Head of Investor Relations
+44 (0) 207 672 1758
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 RBS, NWM
Plc or NWM NV's future economic results, business plans and current
strategies. In particular, this document may include
forward-looking statements relating to RBS, NWM Plc or NWM NV 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 RBS,
NWM Plc and NWM NV's actual results are discussed in NWM Plc's 2018
Annual Report and Accounts and other regulatory filings, NWM NV's
2018 Annual Report and Accounts and other regulatory filings, and
RBS's UK 2018 Annual Report and Accounts and materials filed
by RBS with, or furnished to, the US Securities and Exchange
Commission, including, but not limited to, RBS'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 RBS, NWM Plc and NWM NV 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
|
|
NatWest Markets N.V.
|
X3CZP3CK64YBHON1LE12
|
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 June
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/6720C_1-2019-6-18.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.
|
Adam
& Company Investment Management Limited
|
|
(c) Name of offeror/offeree in relation to whose relevant securities
this form relates:
Use a separate form for each
offeror/offeree
|
Premier
Technical Services Group 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
|
19 June
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:
|
1p
ordinary
|
|
|
Interests
|
Short positions
|
|
|
Number
|
%
|
Number
|
%
|
|
(1)
Relevant securities owned and/or controlled:
|
1,583,118
|
1.25%
|
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:
|
1,583,118
|
1.25%
|
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:
|
N/A
|
|
Details, including nature of the rights concerned and relevant
percentages:
|
N/A
|
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 description e.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 June 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: 2138005O9XJIJN4JPN90
Exhibit
No. 6
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 28 June 2019:-
|
Share Class and nominal value
|
Number of Shares issued
|
Voting rights per share
|
Total Voting rights -
|
|
28 June 2019
|
|
Ordinary
shares of £1
|
12,091,217,120
|
4
|
48,364,868,480
|
|
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:
|
12,092,117,120
|
|
48,368,468,480
|
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: 28
June 2019
|
|
THE
ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
|
|
|
|
|
|
By: /s/
Jan Cargill
|
|
|
|
|
|
Name:
Jan Cargill
|
|
|
Title:
Deputy Secretary
|