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 April 2007
Commission File Number: 001-10306
The Royal Bank of Scotland Group plc
Business House F, Level 2
RBS, Gogarburn, PO 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 |
25 April 2007 - Fortis, RBS and Santander Announcement
ABN AMRO invited Fortis, RBS and Santander (collectively, the "Banks") to a
meeting on Monday 23 April 2007 to discuss their proposals in relation to a
potential transaction with ABN AMRO. On that day ABN AMRO announced a
recommended offer by Barclays and the sale of LaSalle Bank to Bank of America.
The Banks have now had the opportunity of considering their position and
examining the offer made by Barclays. The Banks are of the clear view that
their proposals are superior for ABN AMRO's shareholders and are straightforward
from a shareholder, regulatory and execution perspective. These proposals are
contingent on LaSalle Bank remaining within the ABN AMRO group and due
diligence.
Last night the Banks received a letter from ABN AMRO seeking further details of
their proposals and a meeting to discuss them. The Banks have accepted this
invitation and summarise their proposals below. In addition, the Banks have
requested that the Supervisory and Managing Boards of ABN AMRO take such steps
as may be required to ensure that LaSalle Bank remains within the ABN AMRO group
and provide limited due diligence information so that the Banks' proposals can
be brought forward as an offer.
The following is a summary of the key aspects of the potential transaction:
. A price indication of €39 per share*, subject to due diligence (see below).
This would be 13% higher than the value of the Barclays offer as of the
market close yesterday.
. Approximately 70% of the consideration payable in cash, 30% in RBS shares.
. The Banks believe that execution risk would be lower than in a transaction
with Barclays. The Banks already have significant presence and experience
in all of ABN AMRO's main markets, and also have proven capabilities in
delivering transaction benefits from large-scale integrations and IT
conversions, underpinning their ability to manage and integrate ABN AMRO's
operations.
. The Banks believe that the potential transaction will create stronger
businesses with enhanced market positions and growth prospects in each of
ABN AMRO's main markets. This together with the greater combined scale of
the Banks and their proven track records of growing businesses can deliver
concrete benefits to ABN AMRO's shareholders, customers and employees.
. RBS will lead the Banks' orderly reorganisation of ABN AMRO and will take
on the primary responsibility of ensuring that ABN AMRO meets its
regulatory requirements from completion of a transaction.
* Including the ABN AMRO 2006 final dividend of €0.60 per share
These proposals are subject to certain pre-conditions, including:
. ABN AMRO having taken such steps as may be required to ensure that LaSalle
Bank remains within the ABN AMRO group. The Banks will work with ABN AMRO
to facilitate this.
. Limited due diligence on no more information than received by Barclays and
Bank of America. The Banks would be able to complete this due diligence
within a very short period of time.
The Banks are confident that a transaction based on the above proposals would
create value for their own shareholders.
In summary, the Banks believe that, because of the materially higher value
available for shareholders and the benefits to customers and employees compared
with the recommended offer from Barclays, it is in ABN AMRO's stakeholders'
interests for the Supervisory and Management Boards to:
. Take such steps as may be required to ensure that LaSalle Bank
remains within the ABN AMRO group
. Provide limited due diligence
. Co-operate with the Banks so that they can develop their proposals
into a formal offer
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Important Information
This announcement is made pursuant to article 9b(1) of the Dutch Decree on the
Supervision of the Securities Trade 1995 (the "Decree"). It does not constitute
an announcement pursuant to article 9(b)(2)(b) of the Decree, as no letter as
referred to in article 9(d)(2) has been filed. Any possible transaction would be
subject to approval of competent regulatory authorities in relevant
jurisdictions.
In connection with a potential transaction involving ABN AMRO, the Banks may be
required to file relevant documents with the SEC. Such documents, however, are
not currently available. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING THE
POTENTIAL TRANSACTION IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of
such documents without charge, at the SEC's website (http://www.sec.gov) once
such documents are filed with the SEC. Copies of such documents may also be
obtained from each Bank, without charge, once they are filed with the SEC.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of 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. No offering of securities shall be made in the United States
except pursuant to registration under the US Securities Act of 1933, as amended,
or an exemption therefrom.
Forward-Looking Statements
This announcement includes certain "forward-looking statements". These
statements are based on the current expectations of the Banks and are naturally
subject to uncertainty and changes in circumstances. Forward-looking statements
include, without limitation, statements typically containing words such as "
intends", "expects", "anticipates", "targets", "estimates" and words of similar
import. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied by
such forward-looking statements. These factors include, but are not limited to,
the presence of a competitive offer for ABN AMRO, whether the Banks and ABN AMRO
enter into any definitive agreement with respect to the potential transaction,
satisfaction of any conditions to the potential transaction, including receipt
of required regulatory and anti-trust approvals, the anticipated benefits of the
potential transaction not being realized, the separation and integration of ABN
AMRO and its assets among the Banks being materially delayed or more costly or
difficult than expected, as well as additional factors, such as changes in
economic conditions, changes in the regulatory environment, fluctuations in
interest and exchange rates, the outcome of litigation and government actions.
Other unknown or unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. None of the Banks
undertake any obligation to update publicly or revise forward-looking
statements, whether as a result of new information, future events or otherwise,
except to the extent legally required.
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: 25 April 2007
| THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant) |
| By: | /s/ H Campbell |
| Name: Title: |
H Campbell Head of Group Secretariat |