Form 20-F X
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Form 40-F ___
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Yes
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No X
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TR-1: Notification of Major Interest in Shares
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1. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are
attached:
ii
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The Royal Bank of Scotland Group plc
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2 Reason for the notification
(please tick the appropriate box or boxes):
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An acquisition or disposal of voting rights
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An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
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An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
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An event changing the breakdown of voting rights
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x
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Other (please specify):
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3. Full name of person(s) subject to the
notification obligation:
iii
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The Solicitor for the affairs of Her Majesty's Treasury
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4. Full name of shareholder(s)
(if different from 3.):iv
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5. Date of the transaction and date on
which the threshold is crossed or
reached:
v
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31 December 2010
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6. Date on which issuer notified:
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5 January 2011
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7. Threshold(s) that is/are crossed or
reached:
vi, vii
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Fallen below 68%
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8. Notified details:
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A: Voting rights attached to shares
viii, ix
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Class/type of
shares
if possible using
the ISIN CODE
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Situation previous
to the triggering
transaction
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Resulting situation after the triggering transaction
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Number
of
Shares
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Number
of
Voting
Rights
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Number
of shares
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Number of voting
rights
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% of voting rights x
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|||||||||||||
Direct
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Direct
xi
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Indirect
xii
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Direct
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Indirect
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GB0007547838
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39,644,835,194
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39,644,835,194
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39,644,835,194
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39,644,835,194
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67.81%
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B: Qualifying Financial Instruments
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Resulting situation after the triggering transaction
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Type of financial
instrument
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Expiration
date
xiii
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Exercise/
Conversion Period
xiv
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Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.
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% of voting
rights
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C: Financial Instruments with similar economic effect to Qualifying Financial Instruments
xv, xvi
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Resulting situation after the triggering transaction
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Type of financial
instrument
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Exercise price
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Expiration date
xvii
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Exercise/
Conversion period
xviii
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Number of voting rights instrument refers to
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% of voting rights
xix, xx
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Series 1 class B shares
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£0.50 (subject to adjustment)
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-
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Any time
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Up to 51,000,000,000 (depending on extent of conversion into ordinary shares)
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Nominal
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Delta
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Up to 46.6% (on a diluted basis - see section 13 below)
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Total (A+B+C)
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Number of voting rights
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Percentage of voting rights
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90,644,835,194
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82.81%
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9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable:
xxi
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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.
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Proxy Voting:
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10. Name of the proxy holder:
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11. Number of voting rights proxy holder will cease
to hold:
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12. Date on which proxy holder will cease to hold
voting rights:
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13. Additional information:
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On 31 December 2010 The Royal Bank of Scotland Group plc issued 486,666,612 ordinary shares in relation to the conversion of 7.387% non-cumulative sterling preference shares into ordinary shares.
The conversion of the non-voting series 1 class B shares into ordinary shares will be effected by the issue by The Royal Bank of Scotland Group plc of new ordinary shares. The total percentage of voting rights is therefore shown in this form on a diluted basis.
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14. Contact name:
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Andy Donald, UKFI Financial Controller and Compliance Officer
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15. Contact telephone number:
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+44 (0)20 7070 5941
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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Share Class and nominal value
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Number of Shares issued
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Voting rights per share
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Total Voting rights -
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31 Jan 11
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Ordinary shares of £0.25
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58,508,983,981
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1
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58,508,983,981
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11% Cumulative Preference Shares of £1
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500,000
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4
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2,000,000
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5.5% Cumulative Preference Shares of £1
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400,000
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4
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1,600,000
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Non-cumulative Preference Shares of £1 (series 1)
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54,442
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1
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54,442
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Non-cumulative Preference Shares of €1 (Series 1)
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1,250,000
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4
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5,000,000
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Non-cumulative Preference Shares of €1 (Series 2)
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784,989
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4
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3,139,956
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Non-cumulative Preference Shares of €1 (Series 3)
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9,429
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1
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9,429
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Non-cumulative Preference Shares of US$0.01 (Series M)
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23,125,869
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4
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92,503,476
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Non-cumulative Preference Shares of US$0.01 (Series N)
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22,113,160
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4
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88,452,640
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Non-cumulative Preference Shares of US$0.01 (Series P)
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9,883,307
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4
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39,533,228
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Non-cumulative Preference Shares of US$0.01 (Series Q)
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20,646,938
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4
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82,587,752
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Non-cumulative Preference Shares of US$0.01 (Series R)
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10,163,932
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4
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40,655,728
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Non-cumulative Preference Shares of US$0.01 (Series S)
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26,449,040
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1
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26,449,040
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Non-cumulative Preference Shares of US$0.01 (Series T)
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51,245,839
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1
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51,245,839
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Non-cumulative Preference Shares of US$0.01 (Series U)
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10,130
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1
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10,130
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Series 1 class B shares of £0.01
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51,000,000,000
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N/A
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N/A
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Total:
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109,675,621,056
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58,942,225,641
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THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
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By:
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/s/ Jan Cargill
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Name:
Title:
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Jan Cargill
Deputy Secretary
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