Exhibit 1
|
Total Voting Rights
|
Exhibit 2
|
Bank of America Merrill Lynch Conference
|
Exhibit 3
|
RBS Investor Round Table on Insurance division
|
Exhibit 4
|
Director/PDMR Shareholding
|
Exhibit 5
|
Director/PDMR Shareholding
|
Exhibit 6
|
Publication of Prospectus
|
Exhibit 7
|
Publication of Prospectus
|
Exhibit 8
|
Form 8.3 - [Invista Foundation Property Trust Ltd]
|
Exhibit 9
|
Publication of Supplementary Prospectus
|
Exhibit 10
|
Publication of Prospectus
|
Exhibit 1
The Royal Bank of Scotland Group plc
Total Voting Rights - Conformity with the Disclosure and Transparency Rules
In conformity with the Disclosure 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 30 September 2011:-
Share Class and nominal value
|
Number of Shares issued
|
Voting rights per share
|
Total Voting rights -
|
30 September 2011
|
|
|
|
|
Ordinary shares of £0.25
|
59,228,316,387
|
1
|
59,228,316,387
|
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
|
Non-cumulative Preference Shares of £1 (series 1)
|
54,442
|
1
|
54,442
|
Non-cumulative Preference Shares of €0.01 (Series 1)
|
1,250,000
|
4
|
5,000,000
|
Non-cumulative Preference Shares of €0.01 (Series 2)
|
784,989
|
4
|
3,139,956
|
Non-cumulative Preference Shares of €0.01 (Series 3)
|
9,429
|
1
|
9,429
|
Non-cumulative Preference Shares of US$0.01 (Series M)
|
23,125,869
|
4
|
92,503,476
|
Non-cumulative Preference Shares of US$0.01 (Series N)
|
22,113,160
|
4
|
88,452,640
|
Non-cumulative Preference Shares of US$0.01 (Series P)
|
9,883,307
|
4
|
39,533,228
|
Non-cumulative Preference Shares of US$0.01 (Series Q)
|
20,646,938
|
4
|
82,587,752
|
Non-cumulative Preference Shares of US$0.01 (Series R)
|
10,163,932
|
4
|
40,655,728
|
Non-cumulative Preference Shares of US$0.01 (Series S)
|
26,449,040
|
1
|
26,449,040
|
Non-cumulative Preference Shares of US$0.01 (Series T)
|
51,245,839
|
1
|
51,245,839
|
Non-cumulative Preference Shares of US$0.01 (Series U)
|
10,130
|
1
|
10,130
|
Series 1 class B shares of £0.01
|
51,000,000,000
|
N/A
|
N/A
|
|
|
|
|
Total:
|
110,394,953,462
|
|
59,661,558,047
|
of which none are held in Treasury.
The above figures may be used by shareholders of the respective classes of shares as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in their shareholding, under the FSA's Disclosure and Transparency Rules.
Exhibit 2
The Royal Bank of Scotland Group plc (RBS) - Bank of America Merrill Lynch 16th Annual Banking & Insurance CEO Conference
Stephen Hester, Group Chief Executive, will present at the Bank of America Merrill Lynch Annual Banking & Insurance CEO Conference in London, on Tuesday 4th October 2011 at 8.45am (UK time). The slides will be available on our website www.rbs.com/irshortly before the presentation commences.
If you would like a copy of this presentation in a different format (eg. large print, audio or braille) please contact the Investor Relations team on +44 20 7672 1758 or email
investor.relations@rbs.com
For further information:
Investor Relations
Richard O'Connor
Head of Investor Relations
+44 (0) 20 7672 1758
Exhibit 3
The Royal Bank of Scotland Group PLC - RBS Investor Round Tables on its Insurance Division
RBS will be hosting investor seminars on its Insurance division on Friday 7th October 2011. A live webcast will be held at 2.15pm UK time and will be shown along with accompanying slides on our website
www.rbs.com/ir
If you would like a copy of this presentation in a different format (eg. large print, audio or braille) please contact the Investor Relations team on +44 20 7672 1758 or investor.relations@rbs.com
For further information:
Investor Relations
Richard O'Connor
Head of Investor Relations
+44 (0) 20 7672 1758
Exhibit 4
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS
This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4.
(1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.
(2) An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.
(3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.
(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.
Please complete all relevant boxes in block capital letters.
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. State whether the notification relates to (i) a transaction notified in accordance with DTR 3.1.2 R, (ii) a disclosure made in accordance LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act (2006).
i
3. Name of person discharging managerial responsibilities/director
Paul Robert Geddes
4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 3
6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
Ordinary shares of £0.25
7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them
Paul Robert Geddes - Computershare Nominee Account
8. State the nature of the transaction
Sale of 176,211 ordinary shares
9. Number of shares, debentures or financial instruments relating to shares acquired
-
10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
-
11. Number of shares, debentures or financial instruments relating to shares disposed
176,211
12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
0.00029
%
13. Price per share or value of transaction
£0.23544
14. Date and place of transaction
06 October 2011
15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
18,987 0.000032%
16. Date issuer informed of transaction
06 October 2011
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17. Date of grant
-
18. Period during which or date on which it can be exercised
-
19. Total amount paid (if any) for grant of the option
-
20. Description of shares or debentures involved (class and number)
-
21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise
-
22. Total number of shares or debentures over which options held following notification
-
23. Any additional information
-
24. Name of contact and telephone number for queries
Aileen Taylor, Group Secretary
0131 626 4099
Name and signature of duly authorised officer of issuer responsible for making notification
Aileen Taylor, Group Secretary
Date of notification
07 October 2011
Exhibit 5
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS
This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4
(1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.
(2) An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.
(3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.
(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.
Please complete all relevant boxes in block capital letters.
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. State whether the notification relates to (i) a transaction notified in accordance with DTR 3.1.2 R, (ii) a disclosure made in accordance LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act (2006).
i
3. Name of person discharging managerial responsibilities/director
Christopher Paul Sullivan
4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 3
6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
Ordinary shares of £0.25
7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them
The Royal Bank of Scotland plc Trustee Account BAYE and Profit Sharing
8. State the nature of the transaction
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
9. Number of shares, debentures or financial instruments relating to shares acquired
521
10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
0.0000009%
11. Number of shares, debentures or financial instruments relating to shares disposed
-
12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
-
13. Price per share or value of transaction
£0.23988
14. Date and place of transaction
7 October 2011
15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
242,309 shares 0.00041%
16. Date issuer informed of transaction
7 October 2011
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17. Date of grant
-
18. Period during which or date on which it can be exercised
-
19. Total amount paid (if any) for grant of the option
-
20. Description of shares or debentures involved (class and number)
-
23. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise
-
22. Total number of shares or debentures over which options held following notification
-
23. Any additional information
-
24. Name of contact and telephone number for queries
Aileen Taylor, Group Secretary
0131 626 4099
Name and signature of duly authorised officer of issuer responsible for making notification
Aileen Taylor, Group Secretary
Date of notification
10 October 2011
Exhibit 6
Publication of Prospectus
The following prospectus has been approved by the UK Listing Authority and is available for viewing:
Supplementary Prospectus to The Royal Bank of Scotland Group plc and The Royal Bank of Scotland plc £90,000,000,000 Euro Medium Term Note Programme dated 10 October 2011
To view the full document, please paste the following URL into the address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/9197P_-2011-10-10.pdf
A copy of the above Supplementary Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do
For further information, please contact:
Emete Hassan
Head of Debt Investor Relations
The Royal Bank of Scotland Group plc
280 Bishopsgate
London EC2M 4RB
TEL: + 44 20 7672 1758
FAX: + 44 20 7672 1801
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.
Exhibit 7
Publication of Prospectus
The following prospectus has been approved by the UK Listing Authority and is available for viewing:
Supplementary Prospectus to The Royal Bank of Scotland Group plc and The Royal Bank of Scotland plc $35,000,000,000 Medium Term Note Programme dated 10 October 2011
To view the full document, please paste the following URL into the address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/9202P_-2011-10-10.pdf
A copy of the above Supplementary Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do
For further information, please contact:
Emete Hassan
Head of Debt Investor Relations
The Royal Bank of Scotland Group plc
280 Bishopsgate
London EC2M 4RB
TEL: + 44 20 7672 1758
FAX: + 44 20 7672 1801
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.
Exhibit 8
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) Identity of the person whose positions/dealings are being disclosed:
|
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
|
-
|
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
|
Invista Foundation Property Trust Ltd
|
(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:
|
11/10/2011
|
(f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer?
|
NO
|
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(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:
|
Ordinary NPV shares
|
|
Interests
|
Short positions
|
Number
|
%
|
Number
|
%
|
(1) Relevant securities owned and/or controlled:
|
0
|
0.00
|
0
|
0.00
|
(2) Derivatives (other than options):
|
4,404,714
|
1.2375
|
0
|
0.00
|
(3) Options and agreements to purchase/sell:
|
0
|
0.00
|
0
|
0.00
|
TOTAL:
|
4,404,714
|
1.2375
|
0
|
0.00
|
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, 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 executive options)
Class of relevant security in relation to which subscription right exists:
|
|
Details, including nature of the rights concerned and relevant percentages:
|
|
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©, copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Class of relevant security
|
Purchase/sale
|
Number of securities
|
Price per unit
|
Ordinary NPV
|
Sale
|
125,000
|
£0.3350
|
(b) Derivatives transactions (other than options)
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) Options transactions in respect of existing securities
(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
|
|
|
|
|
|
|
|
|
Class of relevant security
|
Product description
e.g. call option
|
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)
|
|
|
|
|
The currency of all prices and other monetary amounts should be stated.
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1©, copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
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:
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?
|
NO
|
Date of disclosure:
|
12 October 2011
|
Contact name:
|
Richard Hopkins
|
Telephone number:
|
020 7672 0354
|
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk
Exhibit 9
Publication of Prospectus
The following prospectus has been approved by the UK Listing Authority and is available for viewing:
Supplementary Prospectus to The Royal Bank of Scotland Group plc and The Royal Bank of Scotland plc £90,000,000,000 Euro Medium Term Note Programme dated 14 October 2011
To view the full document, please paste the following URL into the address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/2270Q_-2011-10-14.pdf
A copy of the above Supplementary Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do
For further information, please contact:
Emete Hassan
Head of Debt Investor Relations
The Royal Bank of Scotland Group plc
280 Bishopsgate
London EC2M 4RB
TEL: + 44 20 7672 1758
FAX: + 44 20 7672 1801
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.
Exhibit 10
Publication of Prospectus
The following prospectus has been approved by the UK Listing Authority and is available for viewing:
Supplementary Prospectus to The Royal Bank of Scotland Group plc and The Royal Bank of Scotland plc $35,000,000,000 Medium Term Note Programme dated 14 October 2011
To view the full document, please paste the following URL into the address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/2519Q_-2011-10-14.pdf
A copy of the above Supplementary Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do
For further information, please contact:
Emete Hassan
Head of Debt Investor Relations
The Royal Bank of Scotland Group plc
280 Bishopsgate
London EC2M 4RB
TEL: + 44 20 7672 1758
FAX: + 44 20 7672 1801
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.