Blueprint
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
August 07, 2017
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:
THE ROYAL BANK OF SCOTLAND GROUP PLC
Redemption of Non-Cumulative Dollar Preference Shares
7
August 2017
The
Royal Bank of Scotland Group plc ("RBSG") has given notice to holders of
the redemption of certain series of Non-Cumulative Dollar
Preference Shares (together, the "Preference Shares") listed
below.
The
Preference Shares will cease to accrue dividends and shall be
cancelled and all unmatured dividend coupons and talons (if any)
shall become void for any purpose, as from the relevant redemption
date.
The
Series F ADSs, the Series H ADSs and the Series L ADSs will cease
to trade on the New York Stock Exchange from the Series F
Preference Shares Redemption Date, the Series H Preference Shares
Redemption Date and the Series L Preference Shares Redemption Date,
respectively. An application will be made to the U.K. Financial
Conduct Authority, in its capacity as the U.K. Listing Authority,
to cancel the listings of the Series 1 Dollar Preference Shares on
the Official List of the U.K. Listing Authority. An application
will also be made to the London Stock Exchange for the cancellation
of the trading in the Series 1 Dollar Preference Shares on the
London Stock Exchange's main market for listed
securities.
The redemption amount with respect to each series of Preference
Shares shall be paid out of distributable reserves of
RBSG. Approximately
£0.93 billion (equivalent) of the Preference Shares are
expected to be redeemed, reducing RBSG's retained earnings and
distributable items by approximately £0.93
billion.
Redemption of USD Preference Shares
(i)
Redemption on 4 September 2017 (the "Series F Preference Shares Redemption Date"), in whole, of
the Non-cumulative USD Preference Shares Series F (ADS CUSIP:
780097804 ADS ISIN: US7800978048), amount outstanding
US$156,385,200.00 (the "Series F
Preference Shares") and the corresponding series of American
Depositary Shares ("Series F
ADSs"), at the redemption price of US$25.00 per Series F
Preference Share and per Series F ADS, plus accrued dividends for
the current dividend period to, and including, the Series F
Preference Shares Redemption Date, which dividend shall equal
$0.377778 per Series F Preference Share;
(ii)
Redemption on 4 September 2017 (the "Series H Preference Shares Redemption Date", in whole, of the
Non-cumulative USD Preference Shares Series H (ADS CUSIP:
780097879; ADS ISIN: US7800978790), amount outstanding
US$242,191,350.00 (the "Series H
Preference Shares") and the corresponding series of American
Depositary Shares ("Series H
ADSs"), at the redemption price of US$25.00 per Series H
Preference Share and per Series H ADS, plus accrued dividends for
the current dividend period to, and including, the Series H
Preference Shares Redemption Date, which dividend shall equal
$0.322222 per Series H Preference Share;
(iii)
Redemption on 4 September 2017 (the "Series L Preference Shares Redemption Date"), in whole, of the
Non-cumulative USD Preference Shares Series L (ADS CUSIP:
780097788; ADS ISIN: US7800977883), amount outstanding
US$750,696,925.00 (the "Series L
Preference shares") and the corresponding series of
American Depositary Shares ("Series
L ADSs"), at the redemption price of US$25.00 per Series L
Preference Share and per Series L ADS, plus accrued dividends for
the current dividend period to, and including, the Series L
Preference Shares Redemption Date, which dividend shall equal
$0.255556 per Series L Preference Share; and
(iv)
Redemption on 3 December 2017 (the "Series 1 Dollar Preference Shares
Redemption Date" and, each
of the Series F Preference Shares Redemption Date, the Series H
Preference Shares Redemption Date, the Series H Preference Shares
Redemption Date and the Series 1 Dollar Preference Shares
Redemption Date, a "Dollar
Preference Shares Redemption Date"), in whole, of the
Non-cumulative Series 1 Dollar Preference Shares (ADS CUSIP:
780097AE1; ADS ISIN: US780097AE13), amount outstanding
US$64,772,000.00 (the "Series 1
Dollar Preference Shares", and together with the Series F
Preference Shares, the Series H Preference Shares and the Series L
Preference Shares, the "Dollar Preference Shares") and the
corresponding series of American Depositary Shares ("Series 1 ADSs", and together with the
Series F ADSs, the Series H ADSs and the Series L ADSs, the
"ADSs"), at the redemption
price of US$1,000.00 per Series 1 Dollar Preference Share and
USD$1.00 per Series 1 ADS plus accrued dividends for the current
dividend period to, and including, the Series 1 Dollar Preference
Shares Redemption Date, which dividend shall equal $15.956500 per
Series 1 Dollar Preference Share and US$ 0.0159565 per Series 1
ADS.
On the
relevant Dollar Preference Shares Redemption Date, the depositary
for the American depositary receipts evidencing the ADSs will
redeem the number of ADSs corresponding to the relevant Dollar
Preference Shares being redeemed at a price per ADS equal to the
per share amount received by the depositary upon redemption of the
relevant USD Preference Shares (which in the case of the Series 1
Dollar Preference Shares will be multiplied by 0.001, which is the
fraction of a Series 1 Dollar Preference Share represented by each
Series 1 ADS). As from the relevant Dollar Preference Shares
Redemption Date, the holders of the ADSs representing each series
of Dollar Preference Shares will, upon surrender of the ADSs, be
entitled to receive funds deposited with The Bank of New York
Mellon as depositary with respect to the Dollar Preference Shares
of that series, without interest.
Holders
of the ADSs should read the notice relating to the redemption of
the relevant series of Dollar Preference Shares and Letter of
Transmittal included in such notice for information on the actions
that they need to undertake to receive the redemption
proceeds.
For
further information and copies of the notices and Letters of
Transmittal, please contact:
In relation to the Dollar Preference Shares, The Bank of New York
Mellon (depositary) at telephone number 1 866 241 9317;
international callers may telephone +001 201 680 6825.
The Royal Bank of Scotland Group plc:
RBS Investor Relations
Matthew
Richardson
Head of
Debt Investor Relations
Tel:
+44 (0) 20 7678 1800
This announcement contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including, without limitation, statements that include the words
"intends", "expects", "anticipates", "targets", "plans",
"estimates" and words of similar import. These statements concern
or may affect future matters, such as RBS's future economic
results, business plans and current strategies. Forward-looking
statements are subject to a number of risks and uncertainties that
might cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statements. Factors that could cause
or contribute to differences in current expectations include, but
are not limited to, legislative, political, fiscal and regulatory
developments, accounting standards, competitive conditions,
technological developments, interest and exchange rate fluctuations
and general economic conditions. These and other factors, risks and
uncertainties that may impact any forward-looking statement or
RBS's actual results are discussed in RBS's UK 2016 Annual Report
and Accounts (ARA) and its interim results for the six-months ended
30 June 2017 and materials filed with, or furnished to, the US
Securities and Exchange Commission, including, but not limited to,
RBS's most recent Annual Report on Form 20-F and Reports on Form
6-K. The forward-looking statements contained in this announcement
speak only as of the date of this document and RBS does not assume
or undertake any obligation or responsibility to update any of the
forward-looking statements contained in this announcement, whether
as a result of new information, future events or otherwise, except
to the extent legally required.
MAR
This
announcement contains information that qualified or may have
qualified as inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 (MAR). For the purposes
of MAR and Article 2 of Commission Implementing Regulation (EU)
2016/1055, this announcement is made by Matthew Richardson, Head of
Debt Investor Relations for The Royal Bank of Scotland
Group.
Legal
Entity Identifier: 2138005O9XJIJN4JPN90
Date: 07
August 2017
|
|
THE
ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
|
|
|
|
|
|
By: /s/
Jan Cargill
|
|
|
|
|
|
Name:
Jan Cargill
|
|
|
Title:
Deputy Secretary
|