rbs201409246k.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 September 24, 2014
 
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 a Company announcement in London, England and is furnished pursuant to General Instruction B to the General Instructions to Form 6-K:

 

 
 

24 September 2014

RBS announces the pricing of the Initial Public Offering of Citizens Financial Group

The Royal Bank of Scotland Group plc ("RBSG") today announces the final pricing of the initial public offering ("IPO") of Citizens Financial Group, Inc. ("CFG" or "Citizens") ("the Offer").

The Offer comprises 140,000,000 shares, or 25%, of Citizens common stock at a price per share of $21.50.

RBSG has also granted a 15% over-allotment option, under which the underwriters have a 30-day option to purchase an additional 21,000,000 shares at the initial public offering price, less the underwriting discount to cover over-allotments, if any. If the underwriters exercise this option in full, the total Offer, including the shares pursuant to the over-allotment option, would comprise 161,000,000 shares or 28.75% of Citizens common stock.

Gross proceeds realised by RBSG will be $3,010m ($3,461.5m assuming exercise in full of the over-allotment option) with the cash proceeds being used for general business purposes.

Following the Offer, RBSG will continue to hold up to 75% of CFG's shares of common stock (71.25% assuming exercise of all of the over-allotment option), which are subject to a 180-day lock-up. During this period the lock-up agreement is subject to modification, waiver or cancellation. RBSG will continue to consolidate Citizens in its financial statements.

Trading of Citizens common stock will commence on the New York Stock Exchange on the 24 September 2014, under the ticker symbol "CFG".

Commenting on today's announcement, RBS Chief Executive Officer, Ross McEwan said:

"The sale of Citizens is an integral part of the RBS capital plan. This IPO represents a key step on the path to full divestment. Selling Citizens will significantly improve our capital position and help us to create a strong and secure bank that can continue to fully support the needs of its customers."

Notes:

Citizens Financial Group Inc. is the 13th largest retail bank holding company in the United States, with $130.3 billion in assets as of 30 June 2014. Headquartered in Providence, Rhode Island, the company offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions.

For the financial year ended 31 December 2013 Citizens Financial Group reported a US GAAP loss before income tax of $3,468m, and a profit before income tax and goodwill impairment of $967m.

Morgan Stanley and Goldman, Sachs & Co. are acting as joint global coordinators and J.P. Morgan is acting as joint book-running manager for this offering. Additionally, Barclays, Citigroup, Deutsche Bank Securities, RBS and Wells Fargo Securities are also acting as joint book-running managers. The prospectus relating to the offering may be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014; Goldman Sachs & Co. , Attention: Prospectus Department, 200 West Street, New York, New York 10282, via telephone: 1-866-471-2526 or via email: prospectus-ny@ny.email.gs.com; and J.P. Morgan Securities LLC, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, via telephone: 866-803-9204.

The registration statement relating to these securities has been filed and has been declared effective by the Securities and Exchange Commission.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these 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.

For further information:
 
Investors
Richard O'Connor
Head of Investor Relations
+44 (0) 207 672 1758
Media
RBS Press Office
+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: 24 September 2014
 
 
THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
 
 
 
By:
/s/ Jan Cargill
 
 
Name:
Title:
Jan Cargill
Deputy Secretary