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
November 21, 2017
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
21
November 2017
The Royal Bank of Scotland Group plc - update on ring-fencing
plans
Further
to the announcements of 30 September 2016 and 3 January 2017
relating to its future ring-fencing strategy, The Royal Bank of
Scotland Group plc (together with its subsidiaries, "RBS") is today
providing further details of its proposed ring-fencing transfer
scheme and other restructuring steps relating to
ring-fencing.
Introduction
The UK
ring-fencing legislation requiring the separation of essential
banking services from investment banking services will take effect
from 1 January 2019. In order to comply with the UK ring-fencing
requirements, RBS needs to undertake a significant reorganisation
of its current legal entity structure and business
model.
As also
announced on 30 September 2016, one of the three principal
corporate steps in that reorganisation is the transfer of certain
personal and business banking businesses and commercial banking
businesses of The Royal Bank of Scotland plc ("RBS plc") to Adam
& Company PLC ("Adam") and National Westminster Bank Plc
("NatWest"). In addition, NatWest is to become issuer under the
covered bond programme originally established by RBS plc (the
"Covered Bond Programme").
The Scheme
RBS
intends to effect the above transfer by using a legal scheme called
a Ring-Fencing Transfer Scheme (the "Scheme") under Part VII of the
Financial Services and Markets Act 2000 ("FSMA").
Accordingly,
a petition was presented (the "Petition") to the Court of Session
in Scotland (the "Court") on 17 November 2017 for an order under
Part VII of FSMA approving the Scheme for the transfer to Adam and
NatWest of the business referred to above.
A first
hearing was held at the Court on 21 November 2017 and a hearing for
the approval of the Scheme is expected to be held on 22 March 2018.
If the Scheme is approved at that hearing, the effective date of
the Scheme will be 30 April 2018 or any later date which RBS plc,
Adam and NatWest may agree with the Prudential Regulation Authority
and the Financial Conduct Authority.
Implementation
of the Scheme is subject, amongst other matters, to Court and
regulatory approvals.
Unless
the context requires otherwise, capitalised terms used below are
defined in the Scheme.
Other events
At the
same time as the Scheme becomes effective, Adam will be renamed
"The Royal Bank of Scotland plc" and RBS plc will be renamed
"NatWest Markets Plc".
Scottish Banknote issuance
RBS plc
is currently authorised to issue banknotes in Scotland, in the name
of The Royal Bank of Scotland plc. Subject to Parliament approving
secondary legislation authorising the transfer of the right to
issue Scottish banknotes, it is intended that on the date the
Scheme becomes effective, RBS plc's authority as issuer of
banknotes in Scotland will be transferred to Adam. From that date,
Adam will supersede RBS plc in respect of banknotes in circulation
and issue banknotes in Scotland under its new name.
Additional restructuring steps
During
the second half of 2018, it is proposed that NatWest Holdings
Limited, as parent of the ring-fenced sub-group (which includes
NatWest and Adam), will be transferred from RBS plc to The Royal
Bank of Scotland Group plc. This will occur through a dividend in
specie of RBS plc's shares in NatWest Holdings Limited, following a
reduction of capital in RBS plc (subject to Court and regulatory
approvals as applicable). RBS plc will make a separate application
to the Court for the reduction of capital.
Debt investors
RBS
expects that The Royal Bank of Scotland Group plc will continue to
be primarily responsible for issuing external regulatory capital
and MREL (minimum requirements for own funds and eligible
liabilities) compliant instruments. Save as set out in this
announcement with respect to the Covered Bonds and the Covered Bond
Programme, the Scheme will not effect any change of issuer under
any outstanding, externally-issued debt instruments.
Covered Bonds
RBS plc
is currently the issuer under the Covered Bond Programme and
carries out certain additional roles under the Covered Bond
Programme. RBS Covered Bonds Limited Liability Partnership (the
"LLP") guarantees payments of interest and principal of the covered
bonds issued under the Covered Bond Programme (the "Covered
Bonds").
It is
proposed that, under the Scheme, NatWest will become issuer under
the Covered Bond Programme, including in respect of any Covered
Bonds issued that remain outstanding on the date on which the
Scheme becomes effective. NatWest will also assume the additional
roles currently carried out by RBS plc under the Covered Bond
Programme (other than the roles of RBS plc as arranger and dealer
in relation to the Covered Bond Programme, or its role as holder of
any Covered Bonds). Accordingly, the following principal amendments
to the Covered Bonds and the related Covered Bond Programme
Transaction Documents are proposed to be made by the
Scheme:
-
Transferring Covered Bond
Roles: Where the Covered Bonds or any Covered Bond Programme
Transaction Document refer to RBS plc as issuer of the Covered
Bonds or as the entity carrying out any other Transferring Covered
Bond Roles, those references shall be construed as a reference to
NatWest. The other Transferring Covered Bond Roles are cash manager
to the LLP; seller and servicer of mortgage loans held by the LLP;
lender to the LLP under the intercompany loan agreement; interest
rate swap provider and covered bond swap provider to the LLP; and
designated member of the LLP (see Schedule 4 of the Scheme
Document).
- NatWest as sole seller and servicer: Currently, either RBS
plc or NatWest may act as seller of mortgage loans to the LLP and
as servicer of those mortgage loans. The Covered Bond Programme
Transaction Documents will be amended, so that only NatWest carries
out these roles (see Schedule 4 of the Scheme
Document).
If the
Scheme is ultimately approved by the Court, certain ancillary
changes are expected to be made outside of the Scheme to the
Covered Bond Programme, the LLP and its members. The principal
changes are the resignation of RBS plc as a member of the LLP; the
LLP being renamed as NatWest Covered Bonds LLP; the transfer by RBS
plc to NatWest of its shares in one of the members of the LLP, RBS
Covered Bonds (LM) Limited; and that member of the LLP being
renamed as NatWest Covered Bonds (LM) Limited.
If you
are in any doubt as to whether there is any tax or other impact on
you as a result of the Scheme, please discuss such matters with
your advisers or contact our Investor Relations team (central point
of contact) indicated on our Fixed Income Investor website at
www.investors.rbs.com
.. Otherwise, there is no requirement for investors in Covered Bonds
to take any action.
Further information on the Scheme
Copies
of the Petition, the full terms of the Scheme, a summary of its
principal terms, the report of the skilled person relating to the
Scheme and a summary of that report are available, free of charge,
at www.rbs.com/ring-fencing
or on request from RBS plc at 36 St Andrew Square, Edinburgh, EH2
2YB. A copy of any supplementary report of the skilled person will,
if provided, also be so available. All of those documents will be
available until the date of the Court hearing to approve the
Scheme.
General
information on RBS's ring-fencing plans is also available at
www.rbs.com/ring-fencing
which contains links to previous RBS announcements on its
implementation of ring-fencing and to the FCA and PRA
websites.
If you
would like to know more or have any questions, please visit our
website at www.rbs.com/ring-fencing
..
Making your views known
Any
person who considers that they would be adversely affected by the
carrying out of the Scheme has two alternative ways of making sure
the Court considers their views.
|
a)
|
Lodging formal objections with the Court
|
|
|
They
have the right to lodge formal written objections (known as
"Answers") with the Court.
If any person wishes to lodge Answers, they should seek independent
legal advice. Answers are a formal Court document which must comply
with the rules of the Court and are normally prepared by Scottish
legal counsel. Answers must be lodged with the Court at Parliament
House, Parliament Square, Edinburgh, EH1 1RQ within 42 days of the
publication of the last of the notices relating to the Scheme,
which is expected to be on or around 27 November 2017. The deadline
for lodging Answers is 8 January 2018. In addition, Answers must be
accompanied by a fee to the Court.
|
|
b)
|
In writing or in person
|
|
|
The
Court will also consider any other informal objections to the
Scheme which are made in writing or in person at the hearing to
consider approving the Scheme. If any person wishes to object in
writing or in person at that hearing, they need to send a written
statement of their views to all of the following:
|
|
|
●
the Court (either by post or by hand) at the above
address;
●
RBS plc (either by post or by hand) at 36 St Andrew Square,
Edinburgh, EH2 2YB; and
●
the Prudential Regulation Authority either:
|
|
|
o by post to The Royal
Bank of Scotland, Prudential Regulation Authority, Bank of England,
Threadneedle Street, London, EC2R 8AH; or
|
|
|
o by submitting it
online at http://www.bankofengland.co.uk/pra/Pages/authorisations/structuralreform/representations.aspx
|
If any
person wishes to object in this way, they need to do this by 5 p.m.
on 23 February 2018, in order to ensure that the Court will
consider their objection at the hearing to consider approving the
Scheme. No fee is payable to the Court for objecting in this
way.
The
Court may also consider any objections made in writing or in person
at the hearing to consider approving the Scheme, although it may
not do so if the process for objecting described above has not been
followed.
For Further Information Contact:
RBS
Investor Relations
Matt
Waymark
Head of
Investor Relations
+44 (0)
20 7672 1758
Scott
Forrest
Head of
Treasury Debt Capital Markets
+44 (0)
20 7678 5313
RBS
Media Relations
+44 (0)
13 1523 4205
Forward Looking Statements
This
announcement contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, including
those related to RBS and its subsidiaries' regulatory capital
position, and requirements, financial position, future pension
funding requirements, on-going litigation and regulatory
investigations, profitability, risk-weighted assets, impairment
losses and credit exposures under certain specified scenarios. In
addition, forward-looking statements may include, without
limitation, statements typically containing words such as
"intends", "expects", "anticipates", "targets", "plans",
"believes", "risk", "estimates" and words of similar import. These
statements concern or may affect future matters, such as RBS's
future economic results, business and capital 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, fiscal and regulatory developments, accounting
standards, competitive conditions, technological developments,
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 annual report and accounts and interim reports and
materials filed with, or furnished to, the US Securities and
Exchange Commission, including, but not limited to, RBS's Reports
on Form 6-K and most recent Annual Report on Form 20-F. 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 Identifier
|
|
The
Royal Bank of Scotland Group plc
|
2138005O9XJIJN4JPN90
|
|
The
Royal Bank of Scotland plc
|
RR3QWICWWIPCS8A4S074
|
|
National
Westminster Bank Plc
|
213800IBT39XQ9C4CP71
|
|
Adam
& Company PLC
|
213800GC5AG3WC3FEM84
|
Date: 21
November 2017
|
|
THE
ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
|
|
|
|
|
|
By: /s/
Jan Cargill
|
|
|
|
|
|
Name:
Jan Cargill
|
|
|
Title:
Deputy Secretary
|