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 August 2004
Commission File Number: 001-10306
The Royal Bank of Scotland Group plc
42 St Andrew Square
Edinburgh EH2 2YE
Scotland
(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 |
Yes | No X |
Enclosures: | 1. | Acquisition announcement made on 03 August 2004 | |||
2. | Director Shareholding announcement made on 10 August 2004 | ||||
3. | Director Shareholding announcement made on 11 August 2004 | ||||
4. | Holding(s) in Company announcement made on 12 August 2004 | ||||
5. | Capital Raising announcement made on 16 August 2004 | ||||
6. | Capital Raising announcement made on 16 August 2004 | ||||
7. | Holding(s) in Company announcement made on 17 August 2004 | ||||
8. | Holding(s) in Company announcement made on 17 August 2004 | ||||
9. | Capital Raising announcement made on 18 August 2004 | ||||
10. | Directorate Change announcement made on 18 August 2004 | ||||
11. | Capital Raising announcement made on 19 August 2004 | ||||
12. | Director Shareholding announcement made on 19 August 2004 | ||||
13. | Holding(s) in Company announcement made on 20 August 2004 | ||||
14. | Directorate Change announcement made on 23 August 2004 | ||||
15. | Dividend Declaration announcement made on 26 August 2004 | ||||
16. | Preference Share Issue announcement made on 26 August 2004 | ||||
17. | Dividend Declaration announcement made on 26 August 2004 |
Enclosure No. 1
RBS TO EXTEND MERCHANT ACQUIRING CAPABILITY WITH ACQUISITION OF LYNK SYSTEMS INC IN US
The Royal Bank of Scotland Group plc ("RBS") has reached agreement to acquire
Lynk Systems Inc ("Lynk") a US based merchant acquiring business for a total
consideration of $525 million (GBP288 million). RBS is currently the third largest
merchant acquirer globally.
Lynk, which is based in Atlanta, was established in 1991 as a full service
merchant acquirer processor for small and medium sized retail businesses. It is
the sixth largest non-bank acquirer and the ninth largest acquirer of credit and
debit card transactions in the US market. It has increased transaction volumes
by over 50% since 2001 to 282 million in 2003. It employs over 500 people at its
headquarters in Atlanta and also has a national network of over 350 sales
employees.
This acquisition is an important step for RBS giving it merchant acquiring
capability in the largest card payments market in the world. Lynk has
experienced rapid growth enabled by a competitive product proposition and
excellent customer service. Lynk has a highly regarded management team which is
enthusiastic about the future growth prospects for this business within the RBS
Group and the potential to leverage this growth from the strength of its
corporate and business banking customer base.
As with previous acquisitions, RBS will focus on delivering strong organic
growth. In the US this will further leverage the merchant base of Citizens
Financial Group. The strength of the RBS balance sheet and corporate banking
customer base in the US will present the opportunity to extend the offering of
Lynk to large corporate and national customers. The Lynk platform is scalable
and capable of supporting all of RBS's merchant acquiring needs within the US.
The acquisition is expected to exceed the Group's normal hurdle rate and will be
accretive to earnings before goodwill amortisation and integration costs in its
first full year. It will have minimal impact on RBS capital ratios. The deal is
subject to regulatory approvals and is expected to complete in the third quarter
of 2004. The acquisition will be funded from existing resources.
Sir Fred Goodwin, Group Chief Executive of RBS said:
"RBS is the world's third largest merchant acquirer and this is a logical, low
risk step for us into the world's largest credit card payments market. Citizens
has a strong business customer base which gives us the opportunity for strong
organic growth for Lynk. This along with the scalability and flexibility of
Lynk's platform, and the synergies which we will deliver will give additional
value for our shareholders."
Edward R. Uzialko, Lynk's Founder and Chief Executive Officer said:
"We are delighted to become part of such a highly regarded world class company.
The Lynk management team and I are enthusiastic about the future growth
prospects and the potential to leverage the strengths of the RBS Group, enabling
Lynk to be a significant player in the US marketplace."
3rd August 2004
For Further Information
Richard O'Connor, Investor Relations
Tel: +44 (0) 20 7672 1758 Mob: +44 (0) 7909 873681
Carolyn McAdam, Media Relations
Tel: +44 (0) 131 523 2055 Mob: +44 (0) 7796 274968
Enclosure No. 2
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
1. Name of company
The Royal Bank of Scotland Group plc
2. Name of director
Sir Fred Goodwin
3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest
Sir Fred Goodwin
4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
The Royal Bank of Scotland plc Trustee Account BAYE and Profit Sharing
5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)
Sir Fred Goodwin
6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
7. Number of shares / amount of stock acquired
8
8. Percentage of issued class
-
9. Number of shares/amount of stock disposed
-
10. Percentage of issued class
-
11. Class of security
Ordinary Shares of 25p
12. Price per share
£14.91
13. Date of transaction
9 August 2004
14. Date company informed
9 August 2004
15. Total holding following this notification
64,779
16. Total percentage holding of issued class following this notification
If a director has been granted options by the company please complete the
following boxes.
17. Date of grant
18. Period during which or date on which exercisable
19. Total amount paid (if any) for grant of the option
20. Description of shares or debentures involved: class, number
21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise
22. Total number of shares or debentures over which options held following this
notification
23. Any additional information
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 523 4711
25. Name and signature of authorised company official responsible for making
this notification
Hew Campbell, Head of Group Secretariat
Date of Notification
10 August 2004
The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material.
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
1. Name of company
The Royal Bank of Scotland Group plc
2. Name of director
Norman Cardie McLuskie
3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest
Norman Cardie McLuskie
4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
The Royal Bank of Scotland plc Trustee Account BAYE and Profit Sharing
5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)
Norman Cardie McLuskie
6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
7. Number of shares / amount of stock acquired
8
8. Percentage of issued class
-
9. Number of shares/amount of stock disposed
-
10. Percentage of issued class
-
11. Class of security
Ordinary Shares of 25p
12. Price per share
£14.91
13. Date of transaction
9 August 2004
14. Date company informed
9 August 2004
15. Total holding following this notification
157,720
16. Total percentage holding of issued class following this notification
If a director has been granted options by the company please complete the
following boxes.
17. Date of grant
18. Period during which or date on which exercisable
19. Total amount paid (if any) for grant of the option
20. Description of shares or debentures involved: class, number
21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise
22. Total number of shares or debentures over which options held following this
notification
23. Any additional information
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 523 4711
25. Name and signature of authorised company official responsible for making
this notification
Hew Campbell, Head of Group Secretariat
Date of Notification
10 August 2004
The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material.
Enclosure No. 3
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
1. Name of company
The Royal Bank of Scotland Group plc
2. Name of director
Frederick Inglis Watt
3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest
Self
4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
Frederick Inglis Watt
5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)
Self
6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary
Purchase of shares
7. Number of shares / amount of stock acquired
50,000
8. Percentage of issued class
-
9. Number of shares/amount of stock disposed
-
10. Percentage of issued class
-
11. Class of security
Ordinary Shares of 25p
12. Price per share
£14.74
13. Date of transaction
11 August 2004
14. Date company informed
11 August 2004
15. Total holding following this notification
57,611
16. Total percentage holding of issued class following this notification
-
If a director has been granted options by the company please complete the
following boxes.
17. Date of grant
18. Period during which or date on which exercisable
19. Total amount paid (if any) for grant of the option
20. Description of shares or debentures involved: class, number
21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise
22. Total number of shares or debentures over which options held following this
notification
23. Any additional information
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 523 4711
25. Name and signature of authorised company official responsible for making
this notification
Hew Campbell, Head of Group Secretariat
Date of Notification
11 August 2004
The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material.
Enclosure No. 4
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1. Name of company
The Royal Bank of Scotland Group plc
2. Name of shareholder having a major interest
Cater Allen International Limited
3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18
Cater Allen International Limited
4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them
Cater Allen International Limited
5. Number of shares / amount of stock acquired
-
6. Percentage of issued class
-
7. Number of shares / amount of stock disposed
-
8. Percentage of issued class
-
9. Class of security
Ordinary Shares of 25p
10. Date of transaction
9 August 2004
11. Date company informed
11 August 2004
12. Total holding following this notification
107,628,711
13. Total percentage holding of issued class following this notification
3.424%
14. Any additional information
This holding has arisen from stock lending transactions done under the relevant approved documentation as
a principal trading member of the London Stock Exchange.
15. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat 0131 523 6981
16. Name and signature of authorised company official responsible for making
this notification
Hew Campbell, Head of Group Secretariat 0131 523 6981
Date of notification
12 August 2004
The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material.
Enclosure No. 5
The Royal Bank of Scotland Group plc
16 August 2004
THE ROYAL BANK OF SCOTLAND GROUP PLC AND RBS CAPITAL TRUSTS III AND IV PLAN TO
ISSUE NON-CUMULATIVE TRUST PREFERRED SECURITIES
The Royal Bank of Scotland Group plc ("the Group") intends to issue
Non-Cumulative Trust Preferred Securities ("the Securities") denominated in US
Dollars through RBS Capital Trust III ("Trust III") and RBS Capital Trust IV
("Trust IV"). The offering will be made pursuant to a Form F-3 shelf
registration statement which the group has filed with the Securities and
Exchange Commision.
The Trust III securities will initially pay a fixed rate coupon and the Trust IV
securities will pay a floating rate coupon.
The proceeds of the issue of these Securities will be used to further strengthen
the Group's capital base and for general corporate purposes.
JPMorgan, Lehman Brothers and RBS Greenwich Capital are advising RBS jointly in
connection with the issue. This announcement shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of the
Trust III securities or Trust IV securities in any State of the US in which such
offer, solicitation or sale would be unlawful prior to the registration or
qualification under the Securities Laws of any such State.
For further information, please contact:
The Royal Bank of Scotland Group plc | |||||||
Fred Watt | Ron Huggett | ||||||
Group Finance Director | Capital Raising Director | ||||||
42 St Andrew Square | 280 Bishopsgate | ||||||
Edinburgh | London | ||||||
EH2 2YE | EC2M 4RB | ||||||
Tel: 0131 523 5171 | Tel: 020 7375 4925 | ||||||
JPMorgan | Lehman Brothers International | ||||||
David Sismey | Nick Turnor | ||||||
Vice President | Executive Director | ||||||
125 London Wall | 25 Bank Street | ||||||
London | London | ||||||
EC2Y 5AJ | E14 5LE | ||||||
Tel: 020 7325 5486 | Tel: 020 7103 2164 | ||||||
RBS Greenwich Capital | |||||||
Gordon Taylor | |||||||
Director | |||||||
135 Bishopsgate | |||||||
London | |||||||
EC2M 3UR | |||||||
Tel 020 7334 1217 | |||||||
Stabilisation - FSA |
Enclosure No. 6
THE ROYAL BANK OF SCOTLAND GROUP PLANS
US DOLLAR PREFERENCE SHARE ISSUE
16th August 2004
The Royal Bank of Scotland Group plc ("the Group") is pleased to announce that
it intends to issue Category II Non-cumulative Dollar Preference Shares to be
designated Series M ("the Series M Dollar Preference Shares"), which will be
issued in the form of American Depositary Receipts ("the Series M ADRs") in the
United States, at a subscription price of US$25.00 per share.
The Series M Preference Shares will be issued under a Form F-3 Shelf
Registration Statement which the Group has filed with the Securities and
Exchange Commission, Washington, D.C. and which provides for the offer and sale
from time to time of, among other things the Group's dollar preference shares.
Application will be made to list the Series M ADRs on the New York Stock
Exchange. The FSA has confirmed that the Series M Preference Shares will qualify
as Tier One capital.
The Group is being advised in connection with the issue by Citigroup Global
Markets, Inc. who are also acting with Merrill Lynch & Co, Morgan Stanley, RBS
Greenwich Capital, UBS Securities LLC, and Wachovia Securities as managers.
The proceeds of the issue of the Series M Preference Shares will be used to
further strengthen the Group's capital base and for general corporate purposes.
A portion of the proceeds from this offering may be applied to finance in part
the acquisition of Charter One Financial Inc, which is expected to close by the
fourth quarter of 2004, subject to Charter One shareholder and regulatory
consents.
This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the Series M Preference Shares
in any State of the US in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the Securities Laws of
any such State. Further, no Series M Preference Shares will be offered to the
public in the UK.
For further information, please contact;
The Royal Bank of Scotland Group plc
Fred Watt |
Ron Huggett | ||
Group Finance Director | Capital Raising Director | ||
42 St Andrew Square | 280 Bishopsgate | ||
Edinburgh | London | ||
EH2 2YE | EC2M 4RB | ||
Tel: 0131 523 5171 | Tel: 020 7375 4925 | ||
Citigroup | |||
Alan Patterson | |||
Managing Director | |||
Citigroup Global Markets Limited | |||
Citigroup Centre | |||
33 Canada Square | |||
Canary Wharf | |||
London | |||
E14 5LB | |||
Tel: 020 7986 8990 | |||
Stabilisation FSA |
Enclosure No. 7
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1. Name of company
The Royal Bank of Scotland Group plc
2. Name of shareholder having a major interest
Lehman Brothers International (Europe)
3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18
Lehman Brothers International (Europe)
4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them
Lehman Brothers International (Europe)
5. Number of shares / amount of stock acquired
-
6. Percentage of issued class
-
7. Number of shares / amount of stock disposed
-
8. Percentage of issued class
-
9. Class of security
Ordinary Shares of 25p
10. Date of transaction
12 August 2004
11. Date company informed
16 August 2004
12. Total holding following this notification
96,438,259
13. Total percentage holding of issued class following this notification
3.07%
14. Any additional information
15. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat 0131 523 6981
16. Name and signature of authorised company official responsible for making
this notification
Hew Campbell, Head of Group Secretariat 0131 523 6981
Date of notification
16 August 2004
The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material.
Enclosure No. 8
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1. Name of company
The Royal Bank of Scotland Group plc
2. Name of shareholder having a major interest
Lehman Brothers International (Europe)
3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18
Lehman Brothers International (Europe)
4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them
Lehman Brothers International (Europe)
5. Number of shares / amount of stock acquired
-
6. Percentage of issued class
-
7. Number of shares / amount of stock disposed
-
8. Percentage of issued class
-
9. Class of security
Ordinary Shares of 25p
10. Date of transaction
13 August 2004
11. Date company informed
17 August 2004
12. Total holding following this notification
169,563,832
13. Total percentage holding of issued class following this notification
5.39%
14. Any additional information
15. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat 0131 523 6981
16. Name and signature of authorised company official responsible for making
this notification
Hew Campbell, Head of Group Secretariat 0131 523 6981
Date of notification
17 August 2004
The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material.
Enclosure No. 9
The Royal Bank of Scotland Group plc
18 August 2004
THE ROYAL BANK OF SCOTLAND GROUP PLC AND RBS CAPITAL TRUSTS III AND IV COMPLETE
SALE OF US$ 1,500 MILLION NON-CUMULATIVE TRUST PREFERRED SECURITIES
The Royal Bank of Scotland Group plc ("the Group") has issued US$ 1,500 million
of Non-cumulative Trust Preferred Securities ("the Securities") through RBS
Capital Trust III ("Trust III") and RBS Capital Trust IV ("Trust IV"). The
offering was made pursuant to a Form F-3 shelf registration statement which the
group filed with the US Securities and Exchange Commission.
The Trust III Securities will pay a fixed 5.512% coupon rate until September 30,
2014. The Securities are redeemable at the option of Trust III in whole or in
part on September 30, 2014 and on any distribution payment date thereafter at
par, subject to prior consent by the UK Financial Services Authority. After
September 30, 2014 the distribution rate will adjust to 3-month US dollar LIBOR
+ 1.84%. The Securities have a liquidation preference of US$1,000 each.
The Trust IV Securities will pay a floating coupon rate of 3-month US dollar
LIBOR + 0.8% until September 30, 2014. The Securities are redeemable at the
option of Trust IV in whole or in part on September 30, 2014 and on any
distribution payment date thereafter at par, subject to prior consent by the UK
Financial Services Authority. After September 30, 2014 the distribution rate
will adjust to 3-month US dollar LIBOR + 1.8%. The Securities have a liquidation
preference of US$1,000 each.
JPMorgan, Lehman Brothers and RBS Greenwich Capital jointly lead managed the
issue of these Securities for the Group.
Settlement of the Trust III Securities and the Trust IV Securities is expected
on 24 August 2004.
This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the Trust III Securities or
Trust IV Securities in any State of the US in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
Securities Laws of any such State.
For further information, please contact:
The Royal Bank of Scotland Group plc
Fred Watt |
Ron Huggett | ||||||
Group Finance Director | Capital Raising Director | ||||||
42 St Andrew Square | 280 Bishopsgate | ||||||
Edinburgh | London | ||||||
EH2 2YE | EC2M 4RB | ||||||
Tel: 0131 523 5171 | Tel: 020 7375 4925 | ||||||
JPMorgan | Lehman Brothers International | ||||||
David Sismey | Nick Turnor | ||||||
Vice President | Executive Director | ||||||
125 London Wall | 25 Bank Street | ||||||
London | London | ||||||
EC2Y 5AJ | E14 5LE | ||||||
Tel: 020 7325 5486 | Tel: 020 7103 2164 | ||||||
RBS Greenwich Capital | |||||||
Gordon Taylor | |||||||
Director | |||||||
135 Bishopsgate | |||||||
London | |||||||
EC2M 3UR | |||||||
Tel 020 7334 1217 | |||||||
Stabilisation - FSA |
Enclosure No. 10
BOARD CHANGES AT THE ROYAL BANK OF SCOTLAND GROUP PLC
The Royal Bank of Scotland Group plc announces the following Board
changes:
Mr Archie Hunter and Mr Joe MacHale have been appointed as non-executive
directors of the Group with effect from 1 September 2004.
Mr Hunter (60) was Scottish Senior Partner of KPMG between 1992 and 1999
and former President of Institute of Chartered Accountants Scotland
between 1997 and 1998. He has extensive professional experience in the
UK and North and South America. Mr Hunter is currently Chairman of
Macfarlane Group plc and a Governor of the Beatson Cancer Research
Institute.
Mr MacHale (53) held a number of senior executive positions with J P
Morgan between 1979 and 2001 and was latterly Chief Executive of
J P Morgan Europe, Middle East and Africa Region. He is currently a
non-executive director and Chairman of the Audit Committee of Morgan
Crucible plc and a Trustee of MacMillan Cancer Relief.
Commenting on the changes Sir George Mathewson, Chairman of the Group
said,
"I am delighted that Archie Hunter and Joe MacHale have agreed to join
the Group Board. The depth and breadth of their knowledge, skills, and
experience represents a further strengthening of our Board".
18 August 2004
Enclosure No. 11
THE ROYAL BANK OF SCOTLAND GROUP
AGREES PRICE US$925 MILLION PREFERENCE SHARE ISSUE
19th August 2004
The Royal Bank of Scotland Group plc ("the Group") is pleased to announce the
pricing of 37,000,000 Category II Non-cumulative Dollar Preference Shares to be
designated Series M ("the Series M Dollar Preference Shares"), which will be
issued in the form of American Depositary Receipts ("the Series M ADRs") in the
United States, at a subscription price of US$25.00 per share, with a coupon of
6.40%.
Non-cumulative preferential dividends on the Series M Dollar Preference Shares
will be payable in US dollars quarterly in arrears on 31 March, 30 June, 30
September and 31 December, at a rate of US$1.60 annually per Series M Dollar
Preference Share. The Series M Dollar Preference Shares can be redeemed in whole
or in part at any time on or after September 30, 2009 at US$25.00 per share,
plus accrued dividends for the then-current dividend period.
The Group is being advised in connection with the issue by Citigroup Global
Markets, Inc. who are also acting with Merrill Lynch & Co, Morgan Stanley, RBS
Greenwich Capital, UBS Securities LLC, and Wachovia Securities as managers.
This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the Series M Preference Shares
in any State of the US in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the Securities Laws of
any such State. Further, no Series M Preference Shares will be offered to the
public in the UK.
For further information, please contact;
The Royal Bank of Scotland Group plc
Fred Watt | Ron Huggett | ||
Group Finance Director | Capital Raising Director | ||
42 St Andrew Square | 280 Bishopsgate | ||
Edinburgh | London | ||
EH2 2YE | EC2M 4RB | ||
Tel: 0131 523 5171 | Tel: 020 7375 4925 | ||
Citigroup | |||
Alan Patterson | |||
Managing Director | |||
Citigroup Global Markets Limited | |||
Citigroup Centre | |||
33 Canada Square | |||
Canary Wharf | |||
London | |||
E14 5LB | |||
Tel: 020 7986 8990 |
Stabilisation FSA
Enclosure No. 12
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
1. Name of company
The Royal Bank of Scotland Group plc |
2. Name of director
Robert Avisson Scott |
3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest
Self |
4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified)
Robert Avisson Scott |
5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s)
Self |
6. Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary
Purchase of shares |
7. Number of shares / amount of stock acquired
500 |
8. Percentage of issued class
- |
9. Number of shares/amount of stock disposed
- |
10. Percentage of issued class
- |
11. Class of security
Ordinary Shares of 25p each |
12. Price per share
£14.7679 |
13. Date of transaction
12 August 2004 |
14. Date company informed
18 August 2004 |
15. Total holding following this notification
1945 |
16. Total percentage holding of issued class following this notification
- |
If a director has been granted options by the company please complete the following boxes.
17. Date of grant
18. Period during which or date on which exercisable
19. Total amount paid (if any) for grant of the option
20. Description of shares or debentures involved: class, number
21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise
22. Total number of shares or debentures over which options held following this notification
23. Any additional information
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat, 0131 523 4711 |
25. Name and signature of authorised company official responsible for making this notification
Hew Campbell, Head of Group Secretariat |
Date of Notification
19 August 2004 |
The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material.
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
1. Name of company
The Royal Bank of Scotland Group plc |
2. Name of director
Robert Avisson Scott |
3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest
Spouse |
4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified)
Mrs Joanne Rose Scott |
5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s)
Spouse |
6. Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary
Purchase of shares |
7. Number of shares / amount of stock acquired
503 |
8. Percentage of issued class
- |
9. Number of shares/amount of stock disposed
- |
10. Percentage of issued class
- |
11. Class of security
Ordinary Shares of 25p each |
12. Price per share
£14.75880 |
13. Date of transaction
13 August 2004 |
14. Date company informed
18 August 2004 |
15. Total holding following this notification
2448 |
16. Total percentage holding of issued class following this notification
- |
If a director has been granted options by the company please complete the following boxes.
17. Date of grant
18. Period during which or date on which exercisable
19. Total amount paid (if any) for grant of the option
20. Description of shares or debentures involved: class, number
21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise
22. Total number of shares or debentures over which options held following this notification
23. Any additional information
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat, 0131 523 4711 |
25. Name and signature of authorised company official responsible for making this notification
Hew Campbell, Head of Group Secretariat |
Date of Notification
19 August 2004 |
The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material.
Enclosure No. 13
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1. Name of company
The Royal Bank of Scotland Group plc |
2. Name of shareholder having a major interest
Lehman Brothers International (Europe) |
3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18
Lehman Brothers International (Europe) |
4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them
Lehman Brothers International (Europe) |
5. Number of shares / amount of stock acquired
- |
6. Percentage of issued class
- |
7. Number of shares / amount of stock disposed
- |
8. Percentage of issued class
- |
9. Class of security
Ordinary Shares of 25p |
10. Date of transaction
17 August 2004 |
11. Date company informed
20 August 2004 |
12. Total holding following this notification
123,448,600 |
13. Total percentage holding of issued class following this notification
3.93% |
14. Any additional information
15. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat 0131 523 4711 |
16. Name and signature of authorised company official responsible for making this notification
Hew Campbell, Head of Group Secretariat 0131 523 4711 |
Date of notification
20 August 2004 |
The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material.
Enclosure No. 14
BOARD CHANGES AT THE ROYAL BANK OF SCOTLAND GROUP PLC
The Royal Bank of Scotland Group plc announces that Mr Norman McLuskie, executive director of the
Group Board and Chairman of Retail Direct Division retires today on his sixtieth birthday.
Mr McLuskie joined the Group in 1982 and was appointed to the Group Board in 1992. He will continue
as non-executive Chairman of Retail Direct and as a non-executive director of RBS Insurance and
Tesco Personal Finance in addition to representing the Group on the boards of Mastercard
International and Mastercard Europe, of which he is Chairman.
Commenting on Mr McLuskie's retirement, Sir George Mathewson, Chairman of the Group said,
"I would like to thank Norman McLuskie for his outstanding service to the Group Board over the last
12 years and am pleased that we will continue to have the benefit of his contribution in his
various non-executive roles".
23 August 2004
Enclosure No. 15
THE ROYAL BANK OF SCOTLAND GROUP plc
DIVIDEND ON SERIES D, SERIES E, SERIES F, SERIES G, SERIES H, SERIES I, SERIES J AND SERIES K NON-CUMULATIVE DOLLAR PREFERENCE SHARES of US$0.01 FOR THE THREE MONTHS TO 30 SEPTEMBER 2004
The Directors have declared the specified dividends on the undernoted Series of non-cumulative dollar preference shares, all of which are represented by American Depositary Shares, for the three months to 30 September 2004. The dividends will be paid on 30 September 2004 at the undernoted rates to holders on the register at the close of business on 15 September 2004. As at the date of this announcement all of the undernoted Non-cumulative dollar preference shares are held by The Bank of New York, N.A. as Depositary who have advised that the record date for the American Depositary Receipts which evidence the undernoted American Depositary Shares is 15 September 2004.
Series |
Dividend payable per share |
Series D |
US$0.51328125 |
Series E |
US$0.50625 |
Series F |
US$0.478125 |
Series G |
US$0.4625 |
Series H |
US$0.453125 |
Series I |
US$0.50 |
Series J |
US$0.53125 |
Series K |
US$0.4921875 |
|
|
26 August 2004
End
THE ROYAL BANK OF SCOTLAND GROUP plc
DIVIDEND ON SERIES 1 AND SERIES 2 NON-CUMULATIVE CONVERTIBLE DOLLAR PREFERENCE SHARES OF US$0.01 FOR THE PERIOD TO 30 SEPTEMBER 2004
The Directors have declared the specified dividends on the undernoted series of non-cumulative convertible dollar preference shares, all of which are represented by American Depositary Shares, for the six months to 30 September 2004. The dividends will be paid on 30 September 2004 at the undernoted rates to holders on the register at the close of business on 15 September 2004. As at the date of this announcement all of the undernoted non-cumulative dollar preference shares are held by The Bank of New York, N.A. as Depositary who have advised that the record date for the American Depositary Receipts which evidence the undernoted American Depositary Shares is 15 September 2004.
Series |
Dividend payable per share |
Series 1 |
US$45.59 |
Series 2 |
US$44.085 |
26 August 2004
End
END
Enclosure No. 16
THE ROYAL BANK OF SCOTLAND GROUP
COMPLETES US$ 925 MILLION PREFERENCE SHARE ISSUE
26th AUGUST 2004
The Royal Bank of Scotland Group plc ("the Group") has completed the issue of 37,000,000 Category II Non-cumulative Dollar Preference Shares designated Series M ("the Series M Dollar Preference Shares"). The proceeds of the issue of the Category II Non-cumulative Dollar Preference Shares, after deducting underwriting commission, amount to US$895,862,500. Application has been made for the Series M Dollar Preference Shares to be listed on the New York Stock Exchange.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series M Preference Shares in any State of the US in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the Securities Laws of any such State. Further, no Series M Preference Shares will be offered to the public in the UK.
For further information, please contact:
The Royal Bank of Scotland Group plc | |||
Fred Watt | Ron Huggett | ||
Group Finance Director | Capital Raising Diector | ||
42 St Andrew Square | 280 Bishopsgate | ||
Edinburgh | London | ||
EH2 2YE | EC2M 4RB | ||
Tel: 0131 523 5171 | Tel: 0207 375 4925 |
Citigroup
Alan Patterson
Managing Director
Citigroup Global Markets Limited
Citigroup Centre
33 Canada Square
Canary Wharf
London
E14 5LB
Tel: 0207 986 8990
END
Enclosure No. 17
THE ROYAL BANK OF SCOTLAND GROUP plc
DIVIDEND ON SERIES M NON-CUMULATIVE DOLLAR PREFERENCE SHARES of US$0.01 FOR THE PERIOD 26 AUGUST TO 30 SEPTEMBER 2004
The Directors have declared the specified dividend on the undernoted Series of non-cumulative dollar preference shares, all of which are represented by American Depositary Shares, for the period 26 August 2004 to 30 September 2004. The dividend will be paid on 30 September 2004 at the undernoted rate to holders on the register at the close of business on 15 September 2004. As at the date of this announcement all of the undernoted Non-cumulative dollar preference shares are held by The Bank of New York, N.A. as Depositary who have advised that the record date for the American Depositary Receipts which evidence the undernoted American Depositary Shares is 15 September 2004.
Series |
Dividend payable per share |
Series M |
US$0.1511111 |
26 August 2004
End
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: 31 August 2004
THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant) |
By: | /s/ H Campbell |
Name: Title: |
H Campbell Head of Group Secretariat |