4 Aug 2015 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
4 August 2015
UK Financial Investments Limited ("UKFI")
Disposal of approximately 5.4% of The Royal Bank of Scotland Group plc
Further to its announcement on 3 August 2015, UKFI announces the successful completion of the disposal of part of HM Treasury's shareholding in The Royal Bank of Scotland Group plc (the "Company"). The disposal was effected by way of a Placing (the "Placing") of ordinary shares (the "Placing Shares") by way of an accelerated bookbuilding process to institutional investors.
In summary, following settlement of the Placing which will take place on 6 August 2015:
● The shareholding of HM Treasury will be reduced from 3,964,483,519 ordinary shares, representing approximately 61.3% of the ordinary share capital of the Company, to 3,334,483,519 ordinary shares, representing approximately 51.5% of the ordinary share capital.
● Accordingly, the overall size of HM Treasury's economic interest in the capital of the Company (which includes its holding of ordinary shares and B shares in the Company) will be reduced from approximately 78.3% to approximately 72.9%.
● The Placing Price was 330 pence per Placing Share. As a result, the proceeds from the sale of the Placing Shares will be £2,079,000,000.
● Citigroup Global Markets Limited, Goldman Sachs International, Morgan Stanley & Co. International plc and UBS Limited acted as Bookrunners in connection with the Placing.
● UKFI and HM Treasury have undertaken to the Bookrunners not to sell further shares in the Company for a period of 90 calendar days following the completion of the Placing without the prior written consent of a majority (by participation) of the Bookrunners.
● N M Rothschild & Sons Limited acted as Capital Markets Adviser. Freshfields Bruckhaus Deringer LLP acted as legal counsel to UKFI in respect of English and US law.
Contacts:
UKFI communications: Daniel Yea +44 (0) 20 7379 5151; +44 (0) 7595 270 691
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The Placing has been completed.
This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities of the Company in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful. The shares sold pursuant to the Placing have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under any securities laws of any state or jurisdiction of the United States and may not be offered or sold in the United States absent registration or an exemption from registration. There was no public offering of securities in the United States.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws.
Citigroup Global Markets Limited, Goldman Sachs International, Morgan Stanley & Co. International plc and UBS Limited (the "Bookrunners") and N M Rothschild & Sons Limited ("Rothschild"), each of which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, are acting on behalf of HM Treasury and UKFI (in the case of the Bookrunners) and UKFI (in the case of Rothschild) and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of their respective clients or for providing advice to any other person in relation to any offering of the Placing Shares. None of the Bookrunners nor Rothschild will regard any other person as its client in relation to the offering of the Placing Shares. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Bookrunners, Rothschild or by any of their respective affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with HM Treasury, UKFI, the Company, the Placing Shares, the Placing or any of arrangements described herein, and any liability therefor is expressly disclaimed.
No Placing Shares will be available to any investor whose purchase of such Placing Shares, whether on its own account or as a fiduciary or agent for one or more investor accounts, would require regulatory consent in any jurisdiction (including, without limitation, under the UK Financial Services and Markets Act 2000 or the United States Bank Holding Company Act of 1956).