RBS.L Regulatory News (RBS)

Not for publication or distribution directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.

This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada, Japan or Republic of South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

Intention to Sell Part of Direct Line Insurance Group plc Holding

The Royal Bank of Scotland Group plc ("RBS") announces that it intends to sell its remaining interest in Direct Line Insurance Group plc ("Direct Line Group"). The disposal will be through a placing of shares in Direct Line Group ("Placing Shares") to institutional investors (the "Offering").

The Offering will comprise 423.2 million Direct Line Group ordinary shares, equivalent to 28.2% of Direct Line Group's ordinary share capital. The offer price will be determined by means of an accelerated bookbuild offering process which is to start immediately.

A further announcement will be made following completion of the bookbuild and pricing of the Offering.

After completion of the Offering RBS will have sold all its shares in Direct Line Group except for 4.2m shares held to satisfy long term incentive plan awards granted by RBS to certain members of the Direct Line Group management team[1].

RBS has entered into a placing agreement with [Goldman Sachs International, Morgan Stanley Securities Limited, and UBS Limited]to act as joint bookrunners and placing agents in relation to the Offering.

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For further information:

RBS Press Office0131 523 4205

For Investors

Richard O'Connor

Head of Investor Relations RBS

+44 (0)207 672 1758

The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing 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 Placing Shares in such jurisdiction. No action has been taken by RBS or by Goldman Sachs International, Morgan Stanley Securities Limited, and/or UBS Limited (the "Managers") or any of their respective affiliates that would permit an offering of the Placing 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.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, Japan or Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except subject from an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant 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 Relevant Member State), and includes any relevant implementing measure in the Relevant 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.

This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement 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.

In connection with any Offering, each of the Managers and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing 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 Placing Shares. The Managers 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.

Each the Managers, which is authorised and regulated in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority, is acting on behalf of RBS 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 its clients or for providing advice in relation to any offering of the Placing Shares. None of the Managers will regard any other person as its client in relation to the offering of the Placing Shares.

This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts, include statements regarding the intentions, beliefs or current expectations concerning, amongst other things: results of operations, financial condition, prospects, growth, strategies and the industries in which Direct Line Group and RBS operate. Any forward-looking statements are subject to risks relating to future events and assumptions relating to Direct Line Group's business, in particular from changes in economic conditions, evolving business strategy, or the financial services industry. No assurances can be given that the forward-looking statements in this document will be realized. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.