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 October 2007
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 |
| Yes | No X |
26 October 2007 - Fortis, RBS and Santander Update on Acceptances of ABN AMRO
Ordinary Shares
Fortis, RBS, Santander (collectively the "Banks") and RFS Holdings are pleased
to announce that more than 95% of ABN AMRO ordinary shares (including shares
underlying ABN AMRO ADSs)* have been tendered or will be contributed by the
Banks to RFS Holdings with the result that the Banks may, if they so choose,
initiate a squeeze-out in order to acquire the remaining ABN AMRO ordinary
shares.
This is a further important milestone in the acquisition by the Banks of ABN
AMRO.
RFS Holdings intends to cause the delisting of ABN AMRO shares, and intends to
acquire 100% of ABN AMRO's issued and outstanding share capital in the shortest
possible time through the appropriate legal process.
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* Excluding treasury shares held by ABN AMRO
Further Information
Holders of ABN AMRO ordinary shares, ABN AMRO ADSs and ABN AMRO Formerly
Convertible Preference Shares (together, "ABN AMRO Shares" and "ABN AMRO
Shareholders") who have not yet accepted the offers have the opportunity to
tender their ABN AMRO Shares until no later than 3.00 pm (Amsterdam time) /
10.00 am (New York City time) on 31 October 2007 (the expiration of the
subsequent offering period, which commenced on 11 October 2007 (the "Subsequent
Offering Period")) for the same consideration and pursuant to the terms set out
in the offer documentation.
ABN AMRO Shares tendered during the Subsequent Offering Period will immediately
be accepted for payment. Settlement of ABN AMRO Shares tendered during the
Subsequent Offering Period will take place within five Euronext Amsterdam
trading days of the day on which such ABN AMRO Shares are tendered. ABN AMRO
Shareholders will not be able to withdraw any ABN AMRO Shares tendered during
the Subsequent Offering Period.
Copies of the offer documents and of documents incorporated by reference in the
offer documents may be obtained free of charge, subject to the same restrictions
as apply to the offers, by contacting the Dutch exchange agent or the global
information agent at the addresses and telephone numbers below.
ABN AMRO Shareholders should contact the Dutch exchange agent or the global
information agent at the addresses and telephone numbers below for information
on how to tender their ABN AMRO Shares during the Subsequent Offering Period.
Further information is available at www.abnamro.com/future.
The Dutch exchange agent: The global information agent:
Fortis Bank (Nederland) N.V. D.F. King & Co., Inc.
Rokin 55 2 London Wall Buildings, 2nd Floor
1012 KK Amsterdam London Wall, London EC2M 5PP
The Netherlands United Kingdom
Tel: +31 20 527 24 67 European Toll Free Help Line: 00 800 5464 5464
48 Wall Street, 22nd Floor
New York, NY 10005
United States
North American Toll Free Help Line: 1 (800) 848 2998
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Important information:
This announcement is made pursuant to article 9b(1) of the Dutch Decree on the
Supervision of the Securities Trade 1995.
In connection with the offer for ABN AMRO, RBS has filed with the U.S.
Securities and Exchange Commission (the "SEC") a Registration Statement on Form
F-4, which, as amended, includes the U.S. offer document, and the Banks have
filed with the SEC a Tender Offer Statement on Schedule TO, amendments thereto
and other relevant materials. INVESTORS ARE URGED TO READ THE DOCUMENTS
REGARDING THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may
obtain a copy of such documents without charge at the SEC's website (http://
www.sec.gov). Copies of all documents filed in connection with the offer may
also be obtained from each Bank without charge.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of 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. This press release is not an offer of securities for sale into the
United States. No offering of securities shall be made in the United States
except pursuant to registration under the U.S. Securities Act of 1933, as
amended, or an exemption therefrom.
Forward-Looking Statements
This announcement includes certain "forward-looking statements". These
statements are based on the current expectations of the Banks and are naturally
subject to uncertainty and changes in certain circumstances. Forward-looking
statements include any synergy statements and, without limitation, other
statements typically containing words such as "intends", "expects",
"anticipates", "targets", "plans", "estimates" and words of similar import. By
their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, the successful
completion of any subsequent compulsory acquisition procedure, the anticipated
benefits of the offer (including anticipated synergies) not being realized, the
separation and integration of ABN AMRO and its assets among the Banks being
materially delayed or more costly or difficult than expected, as well as
additional factors, such as changes in economic conditions, changes in the
regulatory environment, fluctuations in interest and exchange rates, the outcome
of litigation and government actions. Other unknown or unpredictable factors
could cause actual results to differ materially from those in the forward-
looking statements. None of the Banks undertake any obligation to update
publicly or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.
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Fortis N.V., Archimedeslaan 6, 3584 BA Utrecht, Netherlands; Fortis S.A./N.V.,
Rue Royale 20, 1000 Brussels, Belgium
The Royal Bank of Scotland Group plc, Head Office, Gogarburn, Edinburgh EH12
1HQ, UK. Registered Office, 36 St Andrew Square, Edinburgh EH2 2YB. Registered
in Scotland No 45551
Banco Santander, S.A., Ciudad Grupo Santander, Avenida de Cantabria, s/n, 28660
Boadilla del Monte, Madrid, Spain
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: 26 October 2007
| THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant) |
| By: | /s/ A N Taylor |
| Name: Title: |
A N Taylor Head of Group Secretariat |