RBS.L Regulatory News (RBS)

-NOT FOR DISTRIBUTION IN OR TO THE UNITED STATES (OR for the account or benefit of, U.S. Persons), CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

5 June 2018

UK Government Investments Limited ("UKGI")

Disposal of approximately 7.7% of The Royal Bank of Scotland Group plc

Further to its announcement on 4 June 2018, UKGI 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 7 June 2018:

Citigroup Global Markets Limited, Goldman Sachs International, J.P. Morgan Securities plc (which conducts its UK investment banking activities under the marketing name J.P. Morgan Cazenove) and Morgan Stanley & Co. International plc acted as joint bookrunners (the "Bookrunners") in connection with the Placing.

UKGI 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 UKGI in respect of English and US law.

Contacts:

UKGI Press Office: Josh Coe, +442072154787

Citigate Dewe Rogerson: +442076389571

Andrew Hey, +447903028448, Toby Moore, +447768981763, Elizabeth Kittle +447720498455

The distribution of this announcement and the offer and sale of the Shares in certain jurisdictions may be restricted by law. The Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Shares in such jurisdiction. No action has been taken by the seller or any of the Bookrunners or any of their respective affiliates that would permit an offering of the Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act) absent registration or an exemption from the registration requirements of the Securities Act. There shall be 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, South Africa, Japan or any other state or jurisdiction in which such action would be unlawful. Any failure to comply with this restriction may constitute a violation of United States, Canadian, South Africa, Australian, Japanese or other applicable securities laws.

In member states of the European Economic Area ("EEA") (each, a "Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Member State), and includes any relevant implementing measure in the Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

In connection with any offering of the Shares, the Bookrunners and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Citigroup Global Markets Limited, Goldman Sachs International, J.P. Morgan Securities plc (which conducts its UK investment banking activities under the marketing name J.P. Morgan Cazenove) and Morgan Stanley & Co. International plc (the "Bookrunners") each of which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, and N M Rothschild & Sons Limited ("Rothschild") which is regulated by the Financial Conduct Authority are acting on behalf of HM Treasury and UKGI (in the case of the Bookrunners) and UKGI (in the case of Rothschild) and no one else in connection with any offering of the 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 Shares. None of the Bookrunners nor Rothschild will regard any other person as its client in relation to the offering of the 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, UKGI, the Company, the Shares, the Placing or any of arrangements described herein, and any liability therefor is expressly disclaimed.

No Shares will be available to any investor whose purchase of such 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).