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 September 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 01 September 2004 | |||
2. | Document Viewing Facility announcement made on 01 September 2004 | ||||
3. | Major Interests in Shares announcement made on 01 September 2004 | ||||
4. | Director Shareholding announcement made on 06 September 2004 | ||||
5. | Director Shareholding announcement made on 08 September 2004 | ||||
6. | Stabilisation Notice announcement made on 09 September 2004 | ||||
7. | Holding(s) in Company announcement made on 10 September 2004 | ||||
8. | Conversion of Securities announcement made on 10 September 2004 | ||||
9. | Director Declaration announcement made on 13 September 2004 | ||||
10. | Preference Share Issue announcement made on 16 September 2004 | ||||
11. | Directorate Change announcement made on 29 September 2004 |
Enclosure No. 1
RBS COMPLETES CHARTER ONE ACQUISITION
Citizens Financial Group, Inc., a wholly owned subsidiary of The Royal Bank of Scotland Group plc, has announced the completion of the acquisition of Charter One Financial, Inc. with the transaction becoming effective yesterday evening, 31 August 2004.
1 September 2004
For further Information Contact:
Investor Relations
Richard O'Connor 0207 672 1763
07909 873681
Media
Carolyn McAdam 0131 523 2055
07796 274968
Enclosure No. 2
The Royal Bank of Scotland Group plc - Submission to the Document Viewing Facility
In accordance with sections 9.31(a) and 9.32 of the UK Listing Authority rules, The Royal Bank of Scotland Group plc has today submitted to the Document Viewing Facility the circular Letter to Shareholders together with the Form of Election in connection with the offer of shares in lieu of a cash dividend.
1 September 2004
Enclosure No. 3
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
27 August 2004 |
11. Date company informed
1 September 2004 |
12. Total holding following this notification
- |
13. Total percentage holding of issued class following this notification
Less than 3% |
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
1 September 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 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND
CONNECTED PERSONS
1. Name of company
The Royal Bank of Scotland Group plc |
2. Name of director
Joseph Patrick MacHale |
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)
Joseph Patrick MacHale |
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
10,000 |
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 each |
12. Price per share
£15.56 |
13. Date of transaction
2 September 2004 |
14. Date company informed
6 September 2004 |
15. Total holding following this notification
10,000 |
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
6 September 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
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
£15.97 |
13. Date of transaction
7 September 2004 |
14. Date company informed
7 September 2004 |
15. Total holding following this notification
64,787 |
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
8 September 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. 6
Stabilisation Notice
Global Offer of 69,000,000 ordinary shares in the Royal Bank of Scotland Group
Plc to certain purchasers procured by Merrill Lynch International of par value
25 pence each at the price of GBP 15.50 per share ("Sale Shares") (with an
over-allotment option of up to additional 10,000,000 Shares)(together with the
Sale Shares, the "Ordinary Shares")
In relation to the above offering announced today, Merrill Lynch International
("MLI") notifies you that it is the stabilising manager and may conduct
stabilising activities in relation to the Ordinary Shares, ISIN: GB0007547838
(the "Ordinary Shares") and in connection with the above transaction. MLI
confirms the following:
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
Banco Santander Central Hispano S.A. |
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
Banco Santander Central Hispano S.A. |
4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them
Banco Santander Central Hispano S.A. |
5. Number of shares / amount of stock acquired
- |
6. Percentage of issued class
- |
7. Number of shares / amount of stock disposed
79,000,000 |
8. Percentage of issued class
2.51% |
9. Class of security
Ordinary Shares of 25p |
10. Date of transaction
9 September 2004 |
11. Date company informed
9 September 2004 |
12. Total holding following this notification
79,787,985 |
13. Total percentage holding of issued class following this notification
2.54% |
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
9 September 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
THE ROYAL BANK OF SCOTLAND GROUP plc
5.75% EXCHANGEABLE CAPITAL SERCURITES, SERIES B
INVESTOR INFORMATION
On September 30, 2004, The Royal Bank of Scotland Group plc (the "Company") will, in accordance with the terms of the indenture relating to its $850,000,000 principal amount of 5.75% Exchangeable Capital Securities, Series B ("X-CAPS, Series B"), exchange each $25 principal amount of X-CAPS, Series B for one Non-cumulative Dollar Preference Share, Series L with a liquidation preference of $25 ("Series L Dollar Preference Shares"). The Series L Dollar Preference Shares will be in the form of American Depositary Shares evidenced by American Depositary Receipts. Non-cumulative preferential dividends on the Series L Dollar Preference Shares will accrue at the rate of $1.4375 per share annually, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2004, when, as and if declared by the Company's board of directors or a committee thereof. The Series L Dollar Preference Shares will be redeemable at the Company's option at a redemption price of $25 per share, plus the dividends otherwise payable for the then-current quarterly dividend period accrued to the redemption date, beginning after September 30, 2009. Application has been made to list the Series L Dollar Preference Shares on the New York Stock Exchange under the symbol "RBS Pr L".
For further information, please contact:
The Royal Bank of Scotland Group plc
Ron Huggett
Capital Raising Director
5th Floor. 280 Bishopsgate
London EC2M 4RB
Tel: 020 7085 4925
Richard O'Connor
Head of Investor Relations
10th Floor. 280 Bishopsgate
London EC2M 4RB
Tel: 020 7672 1758
The Bank of New York, Trustee
Paul Pereira
The Bank of New York
One Canada Square
London E14 5AL
Tel: 020 7964 7495
Enclosure No. 9
THE ROYAL BANK OF SCOTLAND GROUP plc
The Royal Bank of Scotland Group plc ("the Group") announces that, following the appointment of Archibald Sinclair Hunter and Joseph Patrick MacHale as Non-executive Directors, no details in connection with Sections 6.F.2 (b) to (g) of the Listing Rules require to be disclosed.
In respect of Section 16.4 of the Listing Rules, the Group announces that Mr Hunter is a Director of Edinburgh US Tracker Trust plc and MacFarlane Group plc and Mr MacHale is a Director of The Morgan Crucible Company plc.
13 September 2004
Enclosure No. 10
The Royal Bank of Scotland Group plc
16th September 2004
THE ROYAL BANK OF SCOTLAND GROUP PLC AND RBS CAPITAL TRUST IV COMPLETE SALE OF AN ADDITIONAL US$ 450 MILLION NON-CUMULATIVE TRUST PREFERRED SECURITIES
The Royal Bank of Scotland Group plc ("the Group") has issued an additional US$ 450 million of Non-cumulative Trust Preferred Securities ("the Securities") through 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 additional 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.
RBS Greenwich Capital managed the issue of these Securities for the Group. JPMorgan and Lehman Brothers acted as co-managers
Settlement of the Trust IV Securities is expected on 27th September 2004. The additional Trust IV securities will be fully fungible with outstanding securities on 27th September 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 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.
Stabilisation - FSA
For further information, please contact:
The Royal Bank of Scotland Group plc
Fred Watt Group Finance Director 42 St Andrew Square Edinburgh EH2 2YE Tel: 0131 523 5171 |
Ron Huggett Capital Raising Director 280 Bishopsgate London EC2M 4RB Tel: 020 7375 4925 |
The Royal Bank of Scotland plc |
|
Gordon Taylor Director, Primary Markets 135 Bishopsgate London EC2M 3UR Tel 020 7334 1217 |
Enclosure No. 11
The Royal Bank of Scotland Group plc
Board changes at The Royal Bank of Scotland Group plc
Mr Charles 'Bud' Koch has been appointed as a non-executive director of the Group with effect from 29 September 2004.
Mr Koch (58) was the Chairman, President and Chief Executive Officer of Charter One Financial, Inc. and its wholly owned subsidiary, Charter One Bank, N.A between 1973 and 2004. He has extensive professional experience in the USA and is currently on the board of directors of the Federal Home Loan Bank of Cincinnati, Chairman of the Board of John Carroll University and a trustee of Case Western Reserve University.
Commenting on the appointment Sir George Mathewson, Chairman of the Group, said: "It is a great pleasure to welcome Bud to the Group. His breadth of experience, an excellent knowledge of the US financial services sector, and a strong track record in the US built up over the last 30 years, will significantly strengthen our Board."
29 September 2004
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: 30 September 2004
THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant) |
By: | /s/ H Campbell |
Name: Title: |
H Campbell Head of Group Secretariat |