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
February 06th, 2019
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
General Meeting Statement
6 February 2019
The Royal Bank of Scotland
Group plc will hold a General Meeting at 3.00pm today. The meeting
will deal with the proposed resolution as set out in the Notice
previously issued to shareholders. The following is an
extract from the remarks to be made by Howard Davies, Chairman, at
the meeting.
Thank you for joining us, and welcome to our General Meeting.
Today we are asking you to vote on a special resolution that
would provide the bank's directors with the authority to use some
of its excess capital to buy back shares from the Government, at a
time agreed with the Treasury. That is the single order of business
of the meeting.
Moving to the business of the meeting, we consider it important to seek this authority
now, rather than wait for our Annual General Meeting in April. If
approved, it would provide the bank with the flexibility to buy
shares during the intervening period, subject to the agreement of
the Treasury.
Before coming to the proposal, I would like to take a moment to
introduce my fellow Board members and our Company Secretary in
attendance today. From your left to right, we have Mark
Seligman, Ross McEwan, Katie Murray, Aileen Taylor, Robert
Gillespie and Patrick Flynn.
I will now explain why the Board is unanimously recommending that
our shareholders approve the resolution, before taking any
questions that relate specifically to this order of business. You
will have an opportunity at the AGM to raise questions on other
subjects. In order to succeed, the resolution requires 75% of
votes cast to be in favour. The Government has confirmed that
it will not be voting its shares, in order to allow the rest of our
shareholders to decide whether the resolution succeeds or not.
The bank will not be able to buy back shares without the
express agreement of the Treasury in any event.
The resolution would provide the Board with the authority to use
some of the bank's excess capital to buy back a portion of shares
held by the Government, at a time agreed with the Treasury. A
buyback would also require regulatory approval from the
PRA.
At the end of the third quarter of 2018, the bank had a Common
Equity Tier One capital ratio of 16.7%, above our medium term
target of more than 13%. This is a result of building our capital
reserves at a time when the bank was facing a number of highly
uncertain legacy issues and restructuring costs. With those now
largely resolved, it is our intention, over time, to return the
excess capital to our shareholders.
Last year saw the bank report a bottom line profit and pay a
dividend for the first time in 10 years. It also achieved a clear
pass in the 2018 PRA stress test. Those were important moments in
the recovery of the bank and have allowed us to start thinking
about how to distribute our excess capital. It is important
to note however that, at present, we believe it is prudent to
maintain capital somewhat above our target as we manage our way
through a number of issues, including Brexit and various regulatory
changes to the way the bank must account for its
capital.
A directed buy back is one way in which we can return excess
capital to shareholders. The Board strongly believes that buying
back Government shares would be a positive use of this capital,
bringing benefits to the bank and its shareholders by helping to
facilitate its return to private ownership. We have consulted
a range of large investors who are also highly supportive of this
course of action.
The resolution outlines three ways in which a directed buy back
could take place. Each would require the agreement of the Treasury,
and any decision on which one to use would be based on a wide range
of factors.
The first is to buy back shares as part of a wider placement by the
Treasury, where the price paid would be the same as that achieved
through the open-market bookbuilding process.
The second would be a bilateral deal where the bank buys a certain
number of shares at the relevant market price agreed with the
Treasury and independent of any larger placement of
shares.
And the third is a 'trading programme' where the bank and Treasury
each nominate a broker to oversee the daily purchase of shares at
the prevailing market price. This would continue for a fixed
time period or until a pre-determined value of shares has been
bought by the bank.
In June last year the Government undertook a further sell down of
its majority stake in the bank, selling 925 million shares, raising
total proceeds of £2.5 billion and reducing its stake to
62.3%. In addition, the Chancellor said in the Autumn Budget
statement that the Government plans fully to exit its ownership of
RBS by 2024. The timing of any future share sales is highly
uncertain and entirely in the hands of the Treasury. These options
provide flexibility in the event that both parties agree that they
want to enter into a directed buy back.
Under the resolution, the bank is limited to buying back a maximum
of 4.99% of the ordinary share capital from the Treasury in any one
year. At current market prices, that would reduce the bank's
CET1 ratio by 70 basis points. It should also be noted that
the three options are not mutually exclusive. More than one
can be used during the period, so long as the number of shares does
not exceed the upper limit.
Important Information
Certain sections in this presentation contain 'forward-looking
statements' as that term is defined in the United States Private
Securities Litigation Reform Act of 1995, such as statements that
include the words 'expect', 'estimate', 'project', 'anticipate',
'believe', 'should', 'intend', 'plan', 'could', 'probability',
'risk', 'Value-at-Risk (VaR)', 'target', 'goal', 'objective',
'may', 'endeavour', 'outlook', 'optimistic', 'prospects' and
similar expressions or variations on these
expressions.
In particular, this presentation includes forward-looking
statements relating, but not limited to: The Royal Bank of Scotland
Group's (RBS) restructuring which includes the separation and
divestment of Williams & Glyn, the proposed restructuring of
RBS's CIB business, the implementation of the UK ring-fencing
regime, the implementation of a major development program to update
RBS's IT infrastructure and the continuation of its balance sheet
reduction programme, as well as capital and strategic plans,
divestments, capitalisation, portfolios, net interest margin,
capital and leverage ratios and requirements liquidity,
risk-weighted assets (RWAs), RWA equivalents (RWAe), Pillar 2A,
return on equity (ROE), profitability, cost:income ratios,
loan:deposit ratios, AT1 and other funding plans, funding and
credit risk profile; litigation, government and regulatory
investigations RBS's future financial performance; the level and
extent of future impairments and write-downs; including with
respect to Goodwill; future pension contributions and RBS's
exposure to political risks, operational risk, conduct risk and
credit rating risk and to various types of market risks, such as
interest rate risk, foreign exchange rate risk and commodity and
equity price risk. These statements are based on current plans,
estimates, targets and projections, and are subject to inherent
risks, uncertainties and other factors which could cause actual
results to differ materially from the future results expressed or
implied by such forward-looking statements. For example, certain
market risk disclosures are dependent on choices relying on key
model characteristics and assumptions and are subject to various
limitations. By their nature, certain of the market risk
disclosures are only estimates and, as a result, actual future
gains and losses could differ materially from those that have been
estimated.
Other factors that could adversely affect our results and the
accuracy of forward-looking statements in this presentation include
the risk factors and other uncertainties discussed in the Annual
Report and Accounts 2017. These include the significant risks
for RBS presented by the outcomes of the legal, regulatory and
governmental actions and investigations that RBS is subject to
(including active civil and criminal investigations) and any
resulting material adverse effect on RBS of unfavourable outcomes
(including where resolved by settlement); the uncertainty relating
to the referendum on the UK's membership of the European Union and
the consequences of it; the separation and divestment of Williams
& Glyn; RBS's ability to successfully implement the various
initiatives that are comprised in its restructuring plan,
particularly the proposed restructuring of its CIB business and the
balance sheet reduction programme as well as the significant
restructuring required to be undertaken by RBS in order to
implement the UK ring fencing regime; the significant changes,
complexity and costs relating to the implementation of its
restructuring, the separation and divestment of Williams & Glyn
and the UK ring-fencing regime; whether RBS will emerge from its
restructuring and the UK ring-fencing regime as a viable,
competitive, customer focused and profitable bank; RBS's ability to
achieve its capital and leverage requirements or targets which will
depend on RBS's success in reducing the size of its business and
future profitability; ineffective management of capital or changes
to regulatory requirements relating to capital adequacy and
liquidity or failure to pass mandatory stress tests; the ability to
access sufficient sources of capital, liquidity and funding when
required; changes in the credit ratings of RBS or the UK
government; declining revenues resulting from lower customer
retention and revenue generation in light of RBS's strategic
refocus on the UK the impact of global economic and financial
market conditions (including low or negative interest rates) as
well as increasing competition. In addition, there are other risks
and uncertainties. These include operational risks that are
inherent to RBS's business and will increase as a result of RBS's
significant restructuring; the potential negative impact on RBS's
business of actual or perceived global economic and financial
market conditions and other global risks; the impact of
unanticipated turbulence in interest rates, yield curves, foreign
currency exchange rates, credit spreads, bond prices, commodity
prices, equity prices; basis, volatility and correlation risks;
heightened regulatory and governmental scrutiny and the
increasingly regulated environment in which RBS operates; the risk
of failure to realise the benefit of RBS's substantial investments
in its information technology and systems, the risk of failing to
preventing a failure of RBS's IT systems or to protect itself and
its customers against cyber threats, reputational risks; risks
relating to the failure to embed and maintain a robust conduct and
risk culture across the organisation or if its risk management
framework is ineffective; risks relating to increased pension
liabilities and the impact of pension risk on RBS's capital
position; increased competitive pressures resulting from new
incumbents and disruptive technologies; RBS's ability to attract
and retain qualified personnel; HM Treasury exercising influence
over the operations of RBS; limitations on, or additional
requirements imposed on, RBS's activities as a result of HM
Treasury's investment in RBS; the extent of future write-downs and
impairment charges caused by depressed asset valuations;
deteriorations in borrower and counterparty credit quality; the
value and effectiveness of any credit protection purchased by RBS;
risks relating to the reliance on valuation, capital and stress
test models and any inaccuracies resulting therefrom or failure to
accurately reflect changes in the micro and macroeconomic
environment in which RBS operates, risks relating to changes in
applicable accounting policies or rules which may impact the
preparation of RBS's financial statements; the impact of the
recovery and resolution framework and other prudential rules to
which RBS is subject the recoverability of deferred tax assets by
the Group; and the success of RBS in managing the risks involved in
the foregoing.
The forward-looking statements contained in this presentation speak
only as at the date hereof, and RBS does not assume or undertake
any obligation or responsibility to update any forward-looking
statement to reflect events or circumstances after the date hereof
or to reflect the occurrence of unanticipated events.
The information, statements and opinions contained in this
presentation do not constitute a public offer under any applicable
legislation or an offer to sell or solicit of any offer to buy any
securities or financial instruments or any advice or recommendation
with respect to such securities or other financial
instruments.
Legal
Entity Identifier: 2138005O9XJIJN4JPN90
Date: 06th
February 2019
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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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