Blueprint
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For May
10, 2018
Commission
File Number: 001-10306
The
Royal Bank of Scotland Group plc
RBS,
Gogarburn, PO Box 1000
Edinburgh
EH12 1HQ
(Address
of principal executive offices)
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
___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):_________
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):_________
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
If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
________
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:
The Royal Bank of Scotland Group plc
NatWest Markets Plc
10 May
2018
Capital reduction - notice of petition
As
previously announced on 30 April 2018, The Royal Bank of Scotland
Group plc together with its subsidiaries (the "RBS Group") intends to undertake a
court-approved capital reduction of NatWest Markets Plc (formerly
known as The Royal Bank of Scotland plc) (the "Company"). A special resolution was
passed at a general meeting of the Company on 3 May 2018 to reduce
the Company's share capital and to cancel the Company's share
premium account and capital redemption reserve, subject to the
confirmation of the Court of Session in Scotland (the "Court") (the "Reduction").
On 9
May 2018, a petition (the "Petition") was presented to the Court by
the Company seeking an order confirming the reduction of its share
capital and the cancellation of its share premium account and
capital redemption reserve. A copy of the notice of the Company's
application is set out below.
NOTICE
OF APPLICATION TO THE COURT
"NATWEST MARKETS PLC
Company
Number: SC090312
Notice
is hereby given that, on 9 May 2018, a Petition was presented to
the Court of Session in Edinburgh (the "Court") by NatWest Markets Plc (formerly
The Royal Bank of Scotland plc), a public company registered in
Scotland, under the company number SC090312 and with its registered
office at 36 St Andrew Square, Edinburgh, EH2 2YB (the
"Company"), seeking an order
confirming a reduction of its share capital and the cancellation of
its share premium account and cancellation of its capital
redemption reserve (the "Reduction"), which was approved by a
special resolution of the Company passed on 3 May
2018.
On 9
May 2018, the Court ordered (i) that the Petition be advertised
once in each of The London Gazette, The Edinburgh Gazette, The
Belfast Gazette, The Scotsman and The Financial Times (UK and
international editions), and (ii) that any person claiming an
interest in the Reduction lodge Answers to the Petition, if so
advised, at the offices of the Court, 2 Parliament Square,
Edinburgh EH1 1RQ within 21 days of the publication of the last of
those advertisements. As the last of those advertisements is
expected to be published on Friday 18 May 2018, the deadline for
lodging Answers to the Petition is expected to be Friday 8 June
2018.
Any
such person may wish to seek independent legal advice. In
accordance with its practice, the Court is also likely to consider
any other objections which are made to it, in writing or in person,
at the hearing of the Petition to confirm the Reduction. That
hearing is expected to take place at the Court on Friday 29 June
2018.
Should
that date change, the new date will be advertised on the website of
The Royal Bank of Scotland Group plc at
http://investors.rbs.com/
A copy
of this advertisement will also be available on that same web
page.
CMS
Cameron McKenna Nabarro Olswang LLP
Saltire
Court
20
Castle Terrace
Edinburgh
EH1
2EN
Solicitors
to NatWest Markets Plc"
The
Reduction, if confirmed by the Court, will cancel 6,209,000,000
ordinary shares of £1 each. As at 9 May 2018, the balance of
the Company's share premium account was approximately GBP27,692
million and the balance of the capital redemption reserve was
approximately GBP0.1 million. The effect of the Reduction and the
return of capital in specie, if confirmed by the Court, will be to
transfer the whole issued share capital of NatWest Holdings Limited
(the parent company of the future ring-fenced sub-group) to The
Royal Bank of Scotland Group plc. This will separate the
ring-fenced sub-group from the multiple entities outside the
-ring-fence, as required by the ring-fencing legislation. Subject
to confirmation by the Court, the RBS Group intends to effect these
changes on or around 1 July 2018.
For
further information, please contact:
RBS Investor Relations
Matt
Waymark
Head of
Investor Relations
+44 (0)
20 7672 1758
Paul
Pybus
Head of
Debt Investor Relations
+44 (0)
20 7678 1153
RBS Media Relations
+44 (0)
13 1523 4205
Forward Looking Statements
This
announcement contains forward-looking statements within the meaning
of the United States Private Securities Litigation Reform Act of
1995, including (but not limited to) those related to RBS and its
subsidiaries' regulatory capital position, and requirements,
financial position, future pension funding and contribution
requirements, on-going litigation and regulatory investigations,
profitability and financial performance (including financial
performance targets), structural reform and the implementation of
the UK ring-fencing regime, the implementation of RBS's
restructuring and transformation programme, risk‐weighted assets,
impairment losses and credit exposures under certain specified
scenarios, increasing competition from new incumbents and
disruptive technologies and RBS's exposure to political risks,
operational risk, conduct risk, cyber and IT risk and credit rating
risk. In addition, forward-looking statements may include, without
limitation, the words "intend", "expect", "anticipate", "target",
"plan", "believe", "risk", "estimate", "project", "commit",
"should", "could", "probability", "Value-at-Risk (VaR)", "goal",
"objective", "may", "endeavour", "outlook", "optimistic",
"prospects" and similar expressions or variations on these
expressions. These statements concern or may affect future matters,
such as RBS's future economic results, business plans and current
strategies. Forward-looking statements are subject to a number of
risks and uncertainties that might cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward‐looking statements.
Factors that could cause or contribute to differences in current
expectations include, but are not limited to, legislative,
political, fiscal and regulatory developments, accounting
standards, competitive conditions, technological developments,
interest and exchange rate fluctuations and general economic
conditions. These and other factors, risks and uncertainties that
may impact any forward-looking statement or RBS's actual results
are discussed in RBS's UK 2017 Annual Report and Accounts (ARA) and
other materials filed with, or furnished to, the US Securities and
Exchange Commission, including, but not limited to, RBS's most
recent Annual Report on Form 20-F and Reports on Form 6-K. The
forward-looking statements contained in this announcement speak
only as of the date of this announcement and RBS does not assume or
undertake any obligation or responsibility to update any of the
forward-looking statements contained in this announcement, whether
as a result of new information, future events or otherwise, except
to the extent legally required.
Legal Entity Identifiers
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The
Royal Bank of Scotland Group plc
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2138005O9XJIJN4JPN90
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NatWest
Markets Plc
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RR3QWICWWIPCS8A4S074
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NatWest
Holdings Limited
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213800GDQMMREYFLQ454
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Date: 10
May 2018
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THE
ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
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By: /s/
Jan Cargill
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Name:
Jan Cargill
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Title:
Deputy Secretary
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