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 the month of February 2006
Commission File Number: 001-10306
The Royal Bank of Scotland Group plc
Business House F, Level 2
RBS, Gogarburn, P O Box 1000
Edinburgh EH12 1HQ, DEPOT CODE: 045
(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 |
Yes | No X |
Enclosures: | 1. | Director/PDMR Shareholding announcement made on 8 February 2006 | |||
2. | Directorate Change announcement made on 14 February 2006 | ||||
3. | Publication of Prospectus announcement made on 23 February 2006 | ||||
4. | Dividend Declaration announcement made on 24 February 2006 | ||||
5. | Director/PDMR Shareholding announcement made on 24 February 2006 | ||||
6. | Director/PDMR Shareholding announcement made on 24 February 2006 |
Enclosure No. 1
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS
This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4R(1).
(1) |
An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24. |
(2) |
An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24. |
(3) |
An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24. |
(4) |
An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24. |
Please complete all relevant boxes in block capital letters.
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
iii
3. Name of person discharging managerial responsibilities/director
Sir Fred Goodwin
4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 3
6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
Ordinary shares of £0.25
7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them
The Royal Bank of Scotland plc Trustee Account BAYE and Profit Sharing
8 State the nature of the transaction
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
9. Number of shares, debentures or financial instruments relating to shares acquired
7
10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
-
11. Number of shares, debentures or financial instruments relating to shares disposed
-
12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
-
13. Price per share or value of transaction
£17.50
14. Date and place of transaction
7 February 2006
15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
66,776
16. Date issuer informed of transaction
7 February 2006
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17 Date of grant
-
18. Period during which or date on which it can be exercised
-
19. Total amount paid (if any) for grant of the option
-
20. Description of shares or debentures involved (class and number)
-
21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise
-
22. Total number of shares or debentures over which options held following notification
-
23. Any additional information
-
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 626 4099
Name and signature of duly authorised officer of issuer responsible for making notification
Hew Campbell, Head of Group Secretariat
Date of notification
8 February 2006
----------------------------------------------------------------------------------------------------------------------------
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
i
3. Name of person discharging managerial responsibilities/director
Miller Roy McLean
4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 3
6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
Ordinary shares of £0.25
7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them
The Royal Bank of Scotland plc Trustee Account BAYE and Profit Sharing
8 State the nature of the transaction
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
9. Number of shares, debentures or financial instruments relating to shares acquired
7
10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
-
11. Number of shares, debentures or financial instruments relating to shares disposed
-
12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
-
13. Price per share or value of transaction
£17.50
14. Date and place of transaction
7 February 2006
15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
156,845
16. Date issuer informed of transaction
7 February 2006
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17 Date of grant
-
18. Period during which or date on which it can be exercised
-
19. Total amount paid (if any) for grant of the option
-
20. Description of shares or debentures involved (class and number)
-
21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise
-
22. Total number of shares or debentures over which options held following notification
-
23. Any additional information
-
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 626 4099
Name and signature of duly authorised officer of issuer responsible for making notification
Hew Campbell, Head of Group Secretariat
Date of notification
8 February 2006
----------------------------------------------------------------------------------------------------------------------------
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
i
3. Name of person discharging managerial responsibilities/director
Brian John Crowe
4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 3
6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
Ordinary shares of £0.25
7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them
The Royal Bank of Scotland plc Trustee Account BAYE and Profit Sharing
8 State the nature of the transaction
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
9. Number of shares, debentures or financial instruments relating to shares acquired
7
10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
-
11. Number of shares, debentures or financial instruments relating to shares disposed
-
12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
-
13. Price per share or value of transaction
£17.50
14. Date and place of transaction
7 February 2006
15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
165,067
16. Date issuer informed of transaction
7 February 2006
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17 Date of grant
-
18. Period during which or date on which it can be exercised
-
19. Total amount paid (if any) for grant of the option
-
20. Description of shares or debentures involved (class and number)
-
21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise
-
22. Total number of shares or debentures over which options held following notification
-
23. Any additional information
-
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 626 4099
Name and signature of duly authorised officer of issuer responsible for making notification
Hew Campbell, Head of Group Secretariat
Date of notification
8 February 2006
----------------------------------------------------------------------------------------------------------------------------
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
i
3. Name of person discharging managerial responsibilities/director
William Dickson
4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 3
6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
Ordinary shares of £0.25
7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them
The Royal Bank of Scotland plc Trustee Account BAYE and Profit Sharing
8 State the nature of the transaction
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
9. Number of shares, debentures or financial instruments relating to shares acquired
7
10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
-
11. Number of shares, debentures or financial instruments relating to shares disposed
-
12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
-
13. Price per share or value of transaction
£17.50
14. Date and place of transaction
7 February 2006
15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
1,962
16. Date issuer informed of transaction
7 February 2006
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17 Date of grant
-
18. Period during which or date on which it can be exercised
-
19. Total amount paid (if any) for grant of the option
-
20. Description of shares or debentures involved (class and number)
-
21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise
-
22. Total number of shares or debentures over which options held following notification
-
23. Any additional information
-
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 626 4099
Name and signature of duly authorised officer of issuer responsible for making notification
Hew Campbell, Head of Group Secretariat
Date of notification
8 February 2006
----------------------------------------------------------------------------------------------------------------------------
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
i
3. Name of person discharging managerial responsibilities/director
Mark Andrew Fisher
4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 3
6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
Ordinary shares of £0.25
7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them
The Royal Bank of Scotland plc Trustee Account BAYE and Profit Sharing
8 State the nature of the transaction
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
9. Number of shares, debentures or financial instruments relating to shares acquired
7
10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
-
11. Number of shares, debentures or financial instruments relating to shares disposed
-
12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
-
13. Price per share or value of transaction
£17.50
14. Date and place of transaction
7 February 2006
15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
3,917
16. Date issuer informed of transaction
7 February 2006
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17 Date of grant
-
18. Period during which or date on which it can be exercised
-
19. Total amount paid (if any) for grant of the option
-
20. Description of shares or debentures involved (class and number)
-
21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise
-
22. Total number of shares or debentures over which options held following notification
-
23. Any additional information
-
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 626 4099
Name and signature of duly authorised officer of issuer responsible for making notification
Hew Campbell, Head of Group Secretariat
Date of notification
8 February 2006
----------------------------------------------------------------------------------------------------------------------------
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
i
3. Name of person discharging managerial responsibilities/director
Neil James Roden
4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 3
6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
Ordinary shares of £0.25
7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them
The Royal Bank of Scotland plc Trustee Account BAYE and Profit Sharing
8 State the nature of the transaction
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
9. Number of shares, debentures or financial instruments relating to shares acquired
7
10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
-
11. Number of shares, debentures or financial instruments relating to shares disposed
-
12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
-
13. Price per share or value of transaction
£17.50
14. Date and place of transaction
7 February 2006
15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
10,778
16. Date issuer informed of transaction
7 February 2006
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17 Date of grant
-
18. Period during which or date on which it can be exercised
-
19. Total amount paid (if any) for grant of the option
-
20. Description of shares or debentures involved (class and number)
-
21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise
-
22. Total number of shares or debentures over which options held following notification
-
23. Any additional information
-
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 626 4099
Name and signature of duly authorised officer of issuer responsible for making notification
Hew Campbell, Head of Group Secretariat
Date of notification
8 February 2006
----------------------------------------------------------------------------------------------------------------------------
1. Name of the issuer
The Royal Bank of Scotland Group plc
2. State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
i
3. Name of person discharging managerial responsibilities/director
Christopher Paul Sullivan
4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of a holding of the person referred to in 3
6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
Ordinary shares of £0.25
7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them
The Royal Bank of Scotland plc Trustee Account BAYE and Profit Sharing
8 State the nature of the transaction
Participation in The Royal Bank of Scotland Group plc Share Incentive Plan
9. Number of shares, debentures or financial instruments relating to shares acquired
7
10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
-
11. Number of shares, debentures or financial instruments relating to shares disposed
-
12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
-
13. Price per share or value of transaction
£17.50
14. Date and place of transaction
7 February 2006
15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
10,403
16. Date issuer informed of transaction
7 February 2006
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17 Date of grant
-
18. Period during which or date on which it can be exercised
-
19. Total amount paid (if any) for grant of the option
-
20. Description of shares or debentures involved (class and number)
-
21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise
-
22. Total number of shares or debentures over which options held following notification
-
23. Any additional information
-
24. Name of contact and telephone number for queries
Hew Campbell, Head of Group Secretariat
0131 626 4099
Name and signature of duly authorised officer of issuer responsible for making notification
Hew Campbell, Head of Group Secretariat
Date of notification
8 February 2006
Enclosure No. 2
The Royal Bank of Scotland Group plc (RBS) Board Appointments
The Royal Bank of Scotland Group plc announces today the following appointments to the Board:
William (Bill) Friedrich has been appointed a Non Executive Director while Johnny Cameron and Mark Fisher will join as Executive Directors. All three appointments are effective from 1 March 2006.
Commenting on the appointments Sir George Mathewson, RBS Group Chairman, said:
"Bill Friedrich will be a welcome addition to our Board. He brings extensive international business expertise from his current position as Deputy Chief Executive of BG Group plc, where he has been responsible for a number of its international operations. Prior to joining BG Group he was also corporate legal counsel to several of the world's leading financial institutions.
"It also gives me enormous pleasure to see 'home grown' talent joining the Board. Both Johnny Cameron and Mark Fisher have demonstrated outstanding leadership of their respective businesses, Corporate Markets and Manufacturing. They bring with them a wealth of experience of financial services.
"On behalf of my fellow board members I look forward to welcoming them to the Board."
Biographical Details
William (Bill) Friedrich
Bill Friedrich, aged 57, was appointed to the Board of BG Group plc as an Executive Director, Deputy Chief Executive and General Counsel in October 2000. Since 2005, he has had primary responsibility for the Group's overall strategy function and portfolio development activities as well as oversight of the Group's organisational and human resource matters. Prior to that he was responsible for BG's operations in North and South America and various Group-wide staff functions, including Health, Safety, Security and Environment, Legal, Corporate Affairs, Human Resources, Regulation and Secretariat. He joined British Gas plc in December 1995 as General Counsel after a 20-year career with Shearman & Sterling, based in New York, where he became a partner in 1983. Whilst with the firm, he practised as a general corporate lawyer, working for international financial institutions, including Citigroup, Merrill Lynch and Morgan Stanley and ultimately headed the firm's world-wide Project Development and Project Finance practice.
He was educated at Union College and Columbia Law School, New York and is a Member of the American Bar Association.
Johnny Cameron, Chief Executive, Corporate Markets
Johnny, aged 51, has held a number of senior positions in financial institutions including County NatWest, Dresdner Kleinwort Benson and RBS. He was appointed Managing Director, Corporate and Institutional Banking at RBS in 1998, before being promoted to Deputy Chief Executive, Corporate Banking and Financial Markets in 2000, and Chief Executive in 2001. On 1 January 2006 he became Chief Executive, Corporate Markets for RBS.
Johnny studied at Harrow, Christchurch, Oxford and Sloan School at MIT in the US.
Mark Fisher, Chief Executive, Manufacturing
Mark, aged 45, is a career banker, having joined the Group in 1981 as a graduate trainee. Prior to the acquisition of NatWest by RBS, Mark held a number of senior management positions in NatWest, including Finance Director and latterly Chief Operating Officer of the Retail Bank. He was responsible for overseeing the successful integration of NatWest on to the RBS operational platform following the acquisition in 2001, and has since then completed the integration of Churchill Insurance.
Mark is also Chairman of The Association for Payment Clearing Services (APACS).
He has a first class honours degree in mathematics and an MBA from Warwick Business School.
For Further Information Contact
Carolyn McAdam + 44 131 523 2055
Head of Group Communications + 44 7796 274968
Richard O'Connor + 44 207 672 1758
Head of Investor Relations +44 7909 873681
Enclosure No. 3
FORM 8.3
DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
(Rule 8.3 of the City Code on Takeovers and Mergers)
1. KEY INFORMATION
Name of person dealing (Note 1) |
The Royal Bank of Scotland plc (a wholly-owned subsidiary of The Royal Bank of Scotland Group plc) |
Company dealt in |
Peninsular and Oriental Steam Navigation Company (The) |
Class of relevant security to which the dealings being disclosed relate (Note 2) |
Deferred £1 shares |
Date of dealing |
21/2/06 |
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE
(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)
|
Long |
Short |
|
Number (%) |
Number (%) |
(1) Relevant securities |
8,305,823 1.09 |
|
(2) Derivatives (other than options) |
||
(3) Options and agreements to purchase/sell |
||
Total |
8,305,823 1.09 |
(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
Class of relevant security: |
Long |
Short |
|
Number (%) |
Number (%) |
(1) Relevant securities |
||
(2) Derivatives (other than options) |
||
(3) Options and agreements to purchase/sell |
||
Total |
(c) Rights to subscribe (Note 3)
Class of relevant security: |
Details |
3. DEALINGS (Note 4)
(a) Purchases and sales
Purchase/sale |
Number of securities |
Price per unit (Note 5) |
Purchase |
5,900,000 |
5.1447 |
(b) Derivatives transactions (other than options)
Product name, e.g. CFD |
Long/short (Note 6) |
Number of securities (Note 7) |
Price per unit (Note 5) |
|
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Product name, e.g. call option |
Writing, selling, purchasing, varying etc. |
Number of securities to which the option relates (Note 7) |
Exercise price |
Type, e.g. American, European etc. |
Expiry date |
Option money paid/received per unit (Note 5) |
(ii) Exercising
Product name, e.g. call option |
Number of securities |
Exercise price per unit (Note 5) |
|
(d) Other dealings (including new securities) (Note 4)
Nature of transaction (Note 8) |
Details |
Price per unit (if applicable)(Note 5) |
|
4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
|
Is a Supplemental Form 8 attached? (Note 9)
YES/NO
Date of disclosure |
23/2/06 |
Contact name |
Richard Hopkins |
Telephone number |
020 7714 4459 |
If a connected EFM, name of offeree/offeror with which connected |
N/A |
If a connected EFM, state nature of connection (Note 10) |
N/A |
Notes
The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk
Enclosure No.4 THE ROYAL BANK OF SCOTLAND GROUP plc DIVIDEND ON SERIES E, SERIES F, SERIES G, SERIES H, SERIES K, SERIES L, SERIES M, SERIES N AND SERIES P NON-CUMULATIVE DOLLAR PREFERENCE SHARES of US$0.01 FOR THE THREE MONTHS TO 31 March 2006 The Directors have declared the specified dividends on the undernoted Series of non-cumulative dollar preference shares, all of which are represented by American Depositary Shares, for the three months to 31 March 2006. The dividends will be paid on 31 March 2006 at the undernoted rates to holders on the register at the close of business on 16 March 2006. As at the date of this announcement all of the undernoted Non-cumulative dollar preference shares are held by The Bank of New York, N.A. as Depositary who have advised that the record date for the American Depositary Receipts which evidence the undernoted American Depositary Shares is 16 March 2006. Notice has been given that on 6 March 2006 the 7 million Series D and the 12 million Series I non-cumulative preference shares will be redeemed at a redemption amount of US$25 per share together with dividends payable for the current dividend period and accrued to the redemption date. Series Dividend payable per share Series E US$0.50625 Series F US$0.478125 Series G US$0.4625 Series H US$0.453125 Series K US$0.4921875 Series L US$0.359375 Series M US$0.40 Series N US$0.396875 Series P US$0.390625 24 February 2006 End Enclosure No.5 NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4R(1). (1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24. (2) An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24. (3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24. (4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24. Please complete all relevant boxes in block capital letters. 1. Name of the issuer The Royal Bank of Scotland Group plc 2. State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or (ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as extended by section 328) of the Companies Act 1985; or (iii) both (i) and (ii) ii 3. Name of person discharging managerial responsibilities/director Howard John Moody 4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person N/A 5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest In respect of a holding of the person referred to in 3 6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares Ordinary shares of £0.25 7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them Howard John Moody 8 State the nature of the transaction Acquisition of shares pursuant to exercise of options under The Royal Bank of Scotland Group plc Sharesave Scheme - Year 2000 Grant 9. Number of shares, debentures or financial instruments relating to shares acquired 1,713 10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) - 11. Number of shares, debentures or financial instruments relating to shares disposed - 12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage) - 13. Price per share or value of transaction £9.85 14. Date and place of transaction 23 February 2006 15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) 34,736 16. Date issuer informed of transaction 24 February 2006 If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes 17 Date of grant - 18. Period during which or date on which it can be exercised - 19. Total amount paid (if any) for grant of the option - 20. Description of shares or debentures involved (class and number) - 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise - 22. Total number of shares or debentures over which options held following notification - 23. Any additional information - 24. Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 626 4099 Name and signature of duly authorised officer of issuer responsible for making notification Hew Campbell, Head of Group Secretariat Date of notification 24 February 2006 Enclosure No 6. NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4R(1). (1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuershould complete boxes 1 to 16, 23 and 24. (2) An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24. (3) An issuer making a notification in respect of options granted to a director /person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24. (4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24. Please complete all relevant boxes in block capital letters. 1. Name of the issuer The Royal Bank of Scotland Group plc 2. State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or (ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as extended by section 328) of the Companies Act 1985; or (iii) both (i) and (ii) i 3. Name of person discharging managerial responsibilities/director Howard John Moody 4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person Mrs Lorna Jean Moody and Brewin Dolphin Securities 5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest In respect of a holding of the persons referred to in 4 6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares Ordinary shares of £0.25 7. Name of registered shareholders(s) and, if more than one, the number of shares. held by each of them Brewin Dolphin Securities and Mrs Lorna Jean Moody 8 State the nature of the transaction Acquisition of shares into an ISA administered by Brewin Dolphin Securities and in name of spouse. 9. Number of shares, debentures or financial instruments relating to shares acquired Brewin Dolphin Securities 559 shares. Mrs Lorna Jean Moody 59 shares 10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) - 11. Number of shares, debentures or financial instruments relating to shares disposed - 12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage) - 13. Price per share or value of transaction - 14. Date and place of transaction Shares acquired between 6 November 2000 and 11 October 2005 15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) 33,023 16. Date issuer informed of transaction 24 February 2006 If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes 17 Date of grant - 18. Period during which or date on which it can be exercised - 19. Total amount paid (if any) for grant of the option - 20. Description of shares or debentures involved (class and number) - 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise - 22. Total number of shares or debentures over which options held following notification - 23. Any additional information - 24. Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 626 4099 Name and signature of duly authorised officer of issuer responsible for making notification Hew Campbell, Head of Group Secretariat Date of notification 24 February 2006 --------------------------------------------------------------------------------
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: 28 February 2006
THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant) |
By: | /s/ H Campbell |
Name: Title: |
H Campbell Head of Group Secretariat |