rbs201304306kbatch.htm
 
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 April 2013
 
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 ___
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):_________

 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):_________


Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.


Yes
   ___
No X
 
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

 
 
The following information was issued as Company announcements in London, England and is furnished pursuant to General Instruction B to the General Instructions to Form 6-K:

 
 
 
 
    
   
 
Exhibit No. 1    Total Voting Rights
Exhibit No. 2
   Notification of Major Interest in Shares
Exhibit No. 3
    Notice of AGM 'Replacement'
Exhibit No. 4    Director/PDMR Shareholding
Exhibit No. 5    Dividend Declaration
Exhibit No. 6    Publication of  prospectus
Exhibit No. 7    Notice of General Meeting

 
 

Exhibit No. 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 28 March 2013:-
 
 
Share Class and nominal
value
Number of Shares
issued
Voting rights
per share
Total Voting rights -
28-Mar-13
Ordinary shares of £1
6,108,180,651
4
24,432,722,604
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 US$0.01 (Series U)
10,130
1
10,130
       
Total:
6,109,090,781
  
24,436,332,734
 
 
of which none are held in Treasury.
 
There are also 51,000,000,000 Series 1 class B shares of £0.01 in issue which carry no voting rights.
 
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 No. 2
 
For filings with the FSA include the annex  
For filings with issuer exclude the annex     
 
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
 
   
1. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are
attached: ii
The Royal Bank of Scotland Group plc
2. Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights
  
An acquisition or disposal of qualifying financial instruments which may result in the
acquisition of shares already issued to which voting rights are attached
  
An acquisition or disposal of instruments with similar economic effect to qualifying
financial instruments
  
An event changing the breakdown of voting rights
x
Other (please
specify):
    
3. Full name of person(s) subject to the
notification obligation: iii
The Solicitor for the affairs of Her Majesty's Treasury
4. Full name of shareholder(s)
 (if different from 3.):iv
  
5. Date of the transaction and date on
which the threshold is crossed or
reached: v
28 March 2013
6. Date on which issuer notified:
2 April 2013
7. Threshold(s) that is/are crossed or
reached: vi, vii
Crossed percentage threshold of 65%
         
 
 
8. Notified details:
A: Voting rights attached to shares viii, ix
Class/type of
shares
 
if possible
using
the ISIN
CODE
Situation previous
to the triggering
transaction
Resulting situation after the triggering transaction
Number
of
Shares
Number
of
Voting
Rights
Number
of shares
Number of voting
rights
% of  voting rights x
Direct
Direct xi
Indirect xii
Direct
Indirect
 
 
GB00B7T77214
3,964,483,519
15,857,934,076
3,964,483,519
15,857,934,076
  
64.89%
  
 
 
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial
instrument
Expiration
date xiii
Exercise/
Conversion Period xiv
Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.
% of voting
rights
         
 
C: Financial Instruments with similar economic effect to Qualifying Financial
Instruments xv, xvi
Resulting situation after the triggering transaction
Type of financial
instrument
Exercise
price
Expiration
date xvii
Exercise/
Conversion
period xviii
Number of voting
rights instrument refers to
 
% of voting rights xix,
 xx
 
Series 1 class B shares
£5.00
(subject to
adjustment)
-
Anytime
 
Up to 20,400,000,000 (depending
on extent of conversion into
ordinary shares)
 
Nominal
Delta
Up to
45.5%
  
 
Total (A+B+C)
Number of voting rights
Percentage of voting rights
36,257,934,076
80.87%
                                   
 
 
9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: xxi
 
UKFI Financial Investments Limited, a company wholly-owned by Her Majesty's Treasury, is entitled to exercise control over the voting rights
 which are the subject of this notification (pursuant to certain management arrangements agreed with Her Majesty's Treasury).
 
The solicitor for the affairs of Her Majesty's Treasury is acting as nominee for Her Majesty's Treasury.
 
 
 
 
Proxy Voting:
10. Name of the proxy holder:
  
11. Number of voting rights proxy holder will cease
to hold:
  
12. Date on which proxy holder will cease to hold
voting rights:
  
 
 
13. Additional information:
  
14. Contact name:
Vicky Malpus, UKFI
 
15. Contact telephone number:
+44 (0)207 070 5942
     
 
 
 
Exhibit No. 3
 
The Royal Bank of Scotland Group plc (the "Group")
 
 
9 April 2013
 
Notice of 2013 Annual General Meeting and Form of Proxy
 
Copies of the above documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do. 
 
The Group's Annual General Meeting will be held on Tuesday, 14 May 2013 at 2.00 pm at the RBS Conference Centre, RBS Gogarburn, Edinburgh EH12 1HQ and the Notice of Meeting is also available to view on the Group's website at www.rbs.com/agm.
 
The documents are being mailed or made available to shareholders today, together with the Annual Review and Summary Financial Statement 2012 or Annual Report and Accounts 2012, as appropriate, which are available on the Group's website at www.rbs.com/annualreport
 
 
Name of contact and telephone number for queries:-
 
Group Media Relations
+44 (0)131 523 4205
 
 
 
Exhibit No. 4
 
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITY OR
CONNECTED PERSONS IN ACCORDANCE WITH DTR 3.1.4R
AND DTR 3.1.2R
 
1. Name of the issuer - The Royal Bank of Scotland Group plc
 
2. Name of person discharging managerial responsibilities/director
 
Christopher Paul Sullivan
 
3. Indicate whether the notification is in respect of a holding of the
person referred to in 2 above or in respect of a non-beneficial interest
 
In respect of a holding of the person referred to in 2
 
4. Description of shares (including class), debentures or derivatives
or financial instruments relating to shares
 
Ordinary shares of £1.00
 
5. Name of registered shareholder(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
 
6. State the nature of the transaction
 
Participation in The Royal Bank of Scotland Group plc Share
Incentive Plan
 
7. Number of shares, debentures or financial instruments relating to
shares acquired
 
46
 
8. Price per share or value of transaction
 
£2.72
 
9. Date and place of transaction
 
8 April 2013
 
10. Date issuer informed of transaction
 
8 April 2013
 
11. 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
 
9 April 2013
 
 
Exhibit No. 5
 
THE ROYAL BANK OF SCOTLAND GROUP plc
 
DIVIDEND ON 11 PER CENT AND 5.5 PER CENT CUMULATIVE PREFERENCE SHARES FOR THE HALF YEAR TO 31 MARCH 2013
 
The Directors have declared half-yearly dividends on the 11 per cent and the 5.5 per cent cumulative preference shares. The dividends will be paid on 31 May 2013 at the rate of 5.5 per cent and 2.75 per cent, respectively and will be paid to those preference shareholders on the Register at the close of business on 3 May 2013.
 
23 April 2013
End
 
 
Exhibit No. 6
 
Publication of Prospectus and Offering Circular
 
The following supplementary prospectus (forming part of the supplementary offering memorandum) has been approved by the UK Listing Authority and is available for viewing:
 
Supplementary Offering Memorandum 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 25 April 2013.
 
To view the full document, please paste the following URL into the address bar of your browser:
 
http://www.rns-pdf.londonstockexchange.com/rns/2613D_-2013-4-25.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:
 
Greg Case
The Royal Bank of Scotland Group plc
208 Bishopsgate 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 No. 7
 
The Royal Bank of Scotland Group plc (the "Group")
 
 
26 April 2013
 
Notice of General Meeting and Form of Proxy 
Copies of the above documents are being mailed or made available to shareholders today and have been submitted to the National Storage Mechanism for inspection at: www.Hemscott.com/nsm.do  The documents are available on the Group's website at www.rbs.com/gm
 
The Notice convenes a General Meeting for 14 May 2013 at the RBS Conference Centre, RBS Gogarburn, Edinburgh EH12 1HQ at 3.00 p.m. (or as soon thereafter as the Annual General Meeting convened for 2.00 p.m. on the same day and at the same place shall have been completed or adjourned).
 
In response to regulatory requirements and developments (including the recommendations of the Financial Policy Committee of the Bank of England regarding the capital resources of UK banks, published on 27 March 2013) and to allow the Group to manage its capital in the optimal way, the Group may wish to issue loss-absorbing capital instruments in the form of Equity Convertible Notes ("ECNs"). ECNs would convert into newly issued Ordinary Shares in the Company upon the occurrence of certain events (for example, the Group's capital ratios falling below a specified level), diluting existing holdings of Ordinary Shares. In order to provide the flexibility to issue ECNs if required, two resolutions will therefore be proposed at the General Meeting: one an Ordinary Resolution giving the Directors authority to allot Ordinary Shares or grant rights to subscribe for or to convert any security into Ordinary Shares up to an aggregate nominal amount of £1.5 billion and the other a Special Resolution empowering the Directors to allot equity securities on a non-pre-emptive basis up to an aggregate nominal amount of £1.5 billion, in each case in connection with the issue of ECNs.
 
The Directors may at their discretion resolve to give shareholders the opportunity to purchase the Ordinary Shares created on conversion or exchange of any Equity Convertible Notes, where desirable and practicable, and subject to applicable laws and regulations.
 
Full details on the proposal are set out in full in the Notice of General Meeting available on our website at www.rbs.com/gm
 
Name of contact and telephone number for queries:-
 
Richard O'Connor
Head of Investor Relations
+44 (0)207 672 1758
 
Greg Case
Debt Investor Relations
+44 (0)207 672 1759
 
Group Media Centre
+44 (0)131 523 4205
 

 

 

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 April 2013
 
 
THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
 
 
 
By:
/s/ Jan Cargill
 
 
Name:
Title:
Jan Cargill
Deputy Secretary