30 October 2015
Sale of Remainder of Citizens Financial Group Inc. Stake
The Royal Bank of Scotland Group plc ("RBS") today announces it has sold all of its remaining shareholding in Citizens Financial Group Inc. ("CFG" or "Citizens") in an underwritten public follow-on offering ("the Offering").
The Offering is approximately 110 million shares of Citizens' common stock, equivalent to 20.9% of CFG's issued and outstanding common stock.
Following completion of the Offering, RBS will have fully divested its stake in Citizens and will therefore no longer consolidate CFG for regulatory reporting purposes. RBS expects its designee to resign from CFG's board of directors
effective upon the completion of the Offering.
Goldman, Sachs & Co., Bank of America Merrill Lynch, Citigroup and JP Morgan are acting as joint underwriters for the Offering.
Notes:
The Offering is being made pursuant to an effective shelf registration statement, including a prospectus, filed by CFG with the U.S. Securities and Exchange Commission. This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. These documents may be obtained for free by visiting the SEC website at www.sec.gov. Alternatively, copies of the prospectus and the related prospectus supplement may be obtained from
Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 866-471-2526, facsimile: 212-902-9316, e-mail: prospectus-ny@ny.email.gs.com; BofA Merrill Lynch, 222 Broadway, New York,
NY 10038, Attention: Prospectus Department or via email: dg.prospectus_requests@baml.com ; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146); and J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, or by calling 866-803-9204.
For further information please contact:
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Investors
Richard O'Connor
Head of Investor Relations
+44 (0) 207 672 1758
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Media
RBS Press Office
+44 (0) 131 523 4205
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Please refer to the latest Annual Report on Form 20-F filed with the US Securities and Exchange Commission for a discussion of certain factors together with examples of forward looking statements. The forward looking statements
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