FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
2 October 2002
The Royal Bank of Scotland Group plc
42 St Andrew Square
Edinburgh EH2 2YE
Scotland
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
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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
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Rule 12g3-2(b) : 82 -
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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:
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1) Name of company
The Royal Bank of Scotland Group plc
2) Name of shareholder having a major interest
Lehman Brothers International (Europe)
3) Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18
Lehman Brothers International (Europe)
4) Name of the registered holder(s) and, if more than one holder, the
number of shares held by each of them
Lehman Brothers International (Europe)
5) Number of shares/amount of stock acquired
-
6) Percentage of issued class
-
7) Number of shares/amount of stock disposed
-
8) Percentage of issued class
-
9) Class of security
Ordinary Shares of 25p each
10) Date of transaction
29 August 2002
11) Date company informed
2 September 2002
12) Total holding following this notification
-
13) Total percentage holding of issued class following this notification
less than 3%
14) Any additional information
-
15) Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat 0131 523 4711
16) Name and signature of authorised company official responsible for
making this notification
Hew Campbell, Head of Group Secretariat 0131 523 4711
Date of notification 2 September 2002
Citizens Financial Group completes Mellon Integration
Ahead of routine investors meetings, The Royal Bank of Scotland Group announced
today that its US subsidiary, Citizens Financial Group, has successfully
completed the conversion of the Regional Banking Franchise acquired from Mellon
onto the Citizens IT platform.
Completion of the IT conversion in August is considerably ahead of the schedule
envisaged at the time of the acquisition, and means that the vast majority of
the integration activity is complete. In addition to systems conversion, the
rebranding of the business, the transitioning of employees, the introduction of
the Citizens product suite and the establishment of all operational facilities
are complete.
Commenting on the Mellon integration Fred Goodwin, Group Chief Executive said:-
"The conversion of the acquired Mellon operations onto the Citizens IT
platform marks the completion of the vast majority of the overall
integration programme. That this has been achieved so far ahead of
schedule, so smoothly, and whilst delivering good income growth, is to
the great credit of Larry Fish and our team, and provides a strong
foundation for the next phase of our strategy in the US."
For further information please contact:
Fred Goodwin, Group Chief Executive 0131 523 2033
Fred Watt, Group Finance Director 0131 523 2056
Jonathan Atack, Head of Investor Relations 0207 427 9574
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
1) Name of company
The Royal Bank of Scotland Group plc
2) Name of director
Norman Cardie McLuskie
3) Please state whether notification indicates that it is in respect
of holding of the shareholder named in 2 above or in respect of a
non-beneficial interest or in the case of an individual holder if it
is a holding of that person's spouse or children under the age of 18
or in respect of a non-beneficial interest
Self
4) Name of the registered holder(s) and, if more than one holder, the
number of shares held by each of them (if notified)
Self
5) Please state whether notification relates to a person(s) connected
with the Director named in 2 above and identify the connected
person(s)
Self
6) Please state the nature of the transaction. For PEP transactions
please indicate whether general/single co PEP and if
discretionary/non discretionary
Sharesave Scheme 2002 - 3 year grant
7) Number of shares/amount of stock acquired
335 (Options)
8) Percentage of issued class
-
9) Number of shares/amount of stock disposed
-
10) Percentage of issued class
-
11) Class of security
Ordinary Shares of 25p each
12) Price per share
-
13) Date of transaction
6 September 2001
14) Date company informed
9 September 2001
15) Total holding following this notification
148,849
16) Total percentage holding of issued class following this
notification
-
If a director has been granted options by the company please complete
the following boxes
17) Date of grant
6 September 2001
18) Period during which or date on which exercisable
1 October 2005 - 31 March 2006
19) Total amount paid (if any) for grant of the option
-
20) Description of shares or debentures involved: class, number
Ordinary Shares of 25p each
21) Exercise price (if fixed at time of grant) or indication that price
is to be fixed at time of exercise
(pound)12.35
22) Total number of shares or debentures over which options held
following this notification
116,430
23) Any additional information
-
24) Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 523 4711
25) Name and signature of authorised company official responsible for
making this notification
Hew Campbell, Head of Group Secretariat
Date of Notification
10 September 2002
THE ROYAL BANK OF SCOTLAND GROUP plc
24 September 2002
THE ROYAL BANK OF SCOTLAND GROUP plc
DATED SUBORDINATED FIXED RATE NOTES
The Royal Bank of Scotland Group plc ("the Group") is pleased to announce that
it intends to offer dated subordinated fixed rate notes ("Notes") denominated
in US Dollars.
Banc of America Securities, Goldman Sachs & Co., and JPMorgan have been
appointed as Joint Lead Managers to advise the Group on this transaction.
The Notes will be issued under a Form F-3 Shelf Registration Statement which
the Group has filed with the Securities and Exchange Commission, Washington,
D.C. and which provides for the offer and sale from time to time of up to US$8
billion aggregate initial offering price of debt securities.
The Notes are expected to be rated Aa3/A/AA- by Moody's, S&P and Fitch
respectively. It is proposed that the Notes are listed on the Luxembourg Stock
Exchange.
This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the Notes in any State of the
United States in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the Securities Laws of any such
State. No Notes will be offered to the public in the United Kingdom.
Stabilisation FSA.
Enquiries to:
The Royal Bank of Scotland Group plc
Fred Watt
Group Finance Director
Tel: (0131) 556 8555
Ron Huggett
Capital Raising Director
Tel: (020) 7375 6288
THE ROYAL BANK OF SCOTLAND GROUP PLC COMPLETES US$750MN ISSUE OF DATED
SUBORDINATED FIXED RATE NOTES
The Royal Bank of Scotland Group plc ("the Group") has completed the issue of
US$750 million dated subordinated fixed rate notes ("Notes"), with a
semi-annual coupon of 5.00%, issued at 99.617%. Proceeds from the issue of the
Notes, after deducting underwriting commission, amount to US$743,377,500.
Application will be made for the Notes to be listed on the Luxembourg Stock
Exchange.
No application has been or will be made to list the Notes in the UK and the
Notes are not being offered or sold to the public in the UK.
For further information, please contact:
The Royal Bank of Scotland Group plc
Fred Watt Ron Huggett
Group Finance Director Capital Raising Director
42 St Andrew Square Drapers Gardens
Edinburgh 12 Throgmorton Avenue
EH2 2YE London
Tel: 0131 556 8555 EC2N 2DL
Tel: 020 7375 4925
Banc of America Securities
Len Harwood
Managing Director
Bank of America House
1 Alie Street
London
E1 8DE
Tel: 0207 634 4497
Schroder Goldman Sachs & Co.
Shazia Azim
Executive Director
120 Fleet Street
River Court
London
EC4A 2HS
Tel: 0207 774 2652
JPMorgan
David Sismey
Vice President
125 London Wall
London
EC2Y 5AJ
Tel: 0207 325 5486
Stabilisation - FSA
The Royal Bank of Scotland Group to acquire Commonwealth Bancorp Inc of US for
$450 million
Citizens Financial Group Inc., a wholly owned subsidiary of The Royal Bank of
Scotland Group plc, has agreed to acquire the entire issued share capital of
Commonwealth Bancorp Inc of the US in a cash transaction which values it at
around $450 million or $46.50 per share. This represents approximately 18 times
Commonwealth Bancorp's estimated cash earnings for 2002.
Commonwealth Bancorp is a Pennsylvania based commercial bank operating 60
branches, including 21 supermarket branches, in the greater Philadelphia area.
It has $1.8 billion in assets with $1.2 billion in loans, predominately
consumer loans and residential mortgages, and $1.5 billion in deposits, the
quality of which has been confirmed by due diligence.
The transaction is subject to approval of US regulators and Commonwealth
Bancorp shareholders and is expected to complete in the first quarter of 2003.
The total consideration will be funded from existing cash resources.
Fred Goodwin, Group Chief Executive, The Royal Bank of Scotland Group, said
"This is another tactical acquisition for us in the US, which is totally
consistent with our strategy for growing Citizens through low risk acquisitions
of retail banking franchises. The timing is good as it allows us to build on
the momentum created by the completion of the integration of Mellon's retail
franchise.
The purchase of Commonwealth Bancorp further strengthens Citizens' existing
geographic base and expands its presence in this important Mid-Atlantic region.
It will be integrated with the Citizens' platform. Commonwealth Bancorp's
current efficiency ratio of 60% provides opportunities for meaningful revenue
and cost synergies. We anticipate this acquisition will be earnings accretive
for shareholders from year one."
For further information contact
Fred Watt, Group Finance Director 0131 523 2028
Carolyn McAdam, Head of Group Communications 0131 523 2055
07796 274968
Jonathan Atack, Head of Investor Relations 0207 427 9574
07876 145345
30 September 2002
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
authorised.
2 October 2002
THE ROYAL BANK OF SCOTLAND GROUP plc
(Registrant)
By: /s/ H Campbell
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Name: H Campbell
Title: Head of Group Secretariat