RBS.L Regulatory News (RBS)

8 September 2014

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

The Royal Bank of Scotland Group plc ("RBSG") today announces it has launched the initial public offering ("IPO") of its subsidiary Citizens Financial Group Inc. ("CFG" or "Citizens") together with the publication of Citizens' amended Form S-1 Registration Statement ("S-1").

RBSG is planning to sell 25% or 140,000,000 shares of Citizens common stock at a price per share range between $23 and $25. RBSG has also granted a 30-day over-allotment option of up to an additional 21,000,000 shares.

Commenting on today's announcement, Ross McEwan, Chief Executive Officer of The Royal Bank of Scotland Group plc, said:

"We announced our intention to undertake an IPO of Citizens in February 2013 and today's launch is an important milestone for both RBS and Citizens. The planned divestment will significantly improve RBS's capital foundation and is a further important step in making RBS a strong and secure bank that continues to fully support the needs of its customers."

Notes:

Morgan Stanley & Co. LLC and Goldman, Sachs & Co, are acting as joint global coordinators and J.P. Morgan Securities LLC is acting as joint book-running manager for this offering. The prospectus relating to the offering may be obtained by calling Morgan Stanley & Co. LLC toll free at (866)718-1649 Goldman Sachs & Co. toll free at (866) 471-2526 or J.P.Morgan Securities LLC collect at (212) 834-4533.

The registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

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.

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