FORM 6-K
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 April 25, 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
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: ______
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: H Campbell
Title:Head of Group Secretariat
Enclosures:
1. Transcript of April 25, 2007 Media Briefing with Royal Bank of
Scotland, Santander, and Fortis (the "Banks")
TRANSCRIPT OF APRIL 25, 2007 MEDIA BRIEFING WITH ROYAL BANK OF SCOTLAND,
SANTANDER, AND FORTIS (THE "BANKS")
Sir Fred Goodwin
Thanks Jean-Paul. Good afternoon everyone. Thanks for taking the time to come
along. We thought it might be odd to be holding a press conference on the basis,
we haven't made a bid, we haven't made an offer at this point. But obviously as
things have unfolded we have the coincidence of an announcement being made this
morning on the same day as our AGM when you were all going to be here and we
were going to be here so it seemed a good opportunity to get together and try
and pick up any questions you have got. Obviously we will be answering questions
in a narrow framework or narrow context and would emphasise again, we haven't
made a bid today. This is not an offer. But quite clearly sets out some
proposals which are attractive for ABN shareholders and of course for our own
shareholders. I think there is a very compelling underlying logic and rationale
for what we are doing that works for the constituencies of shareholders,
customers and staff. I think that it is the general reactions to these proposals
are that that view is fairly widely shared. So I don't think there is anything
else we would want to say at this point, but we would be happy to try and answer
questions as best we can within the context of a situation which is rapidly
unfolding.
Question 1
Telegraph
I was wondering where the cash comes from in your plans because it is 70 percent
cash proposal?
Answer
As I emphasised a moment ago, we are not announcing a bid today, when we come to
announce a bid we will go into all of those details, but I think most people
would think we are good for it. We have got the cash.
Question 2
Reuters
Are you confident you can unpick the LaSalle agreement with Bank of America?
Answer
Well that is one of the key issues we will be looking to ABN to give us some
guidance in that matter. They have created the current situation and I think the
deal on the table now offers considerably better value for their shareholders
and we will be interested to see what the possibilities are around that.
Further Question
Do you think there is a danger this could descend into a legal dispute?
Answer
Let's hope not. I mean it seems to me to be the most important thing here is to
recognise the value which is out there for shareholders and I think we would
expect to go about realisation of that value for ABN shareholders and our
shareholders in an orderly and constructive fashion. That is what we are trying
to do.
Question 3
Bloomberg
I just wondered why wouldn't you just bid for LaSalle - Is there any chance of
that? Surely that is the part you are most interested in.
Answer
We are bidding for the whole of ABN.
Further Question
The Royal Bank, I mean is there no interest?
Answer
RBS' interests extend well beyond La Salle.
Further Question
So there is no chance of you just going for that on its own?
Answer
The consortium is bidding for the whole of ABN and the Royal Bank is an integral
part of that consortium and we are staying part of that consortium because we
want more than just La Salle.
Further Question
So the three of you are approaching this together and there is no chance of
going separately?
Answer
Exactly.
Question 4
Daily Mail
In terms of the way this might be received, you have actually gained a
reputation for weaning yourself off big deals over the last couple of years, are
you worried that shareholders might see this as a return to the old ways of deal
mongering?
Answer
I don't think so, it doesn't seem to be how people are reading it at all. I am
sure you have read all the brokers notes so that is for others to judge, but we
are only looking at this situation because it is a rather unusual state of
affairs that an opportunity like this comes along. From an RBS prospective we
don't need to do this transaction, but given that ABN finds itself in play, then
I think it would be negligent of us not to look and having looked we see
opportunities to generate value for our shareholders and generate an offer which
offers superior value for ABN shareholders. So that is why we are progressing
here.
Question 5
Bill
Could I just clarify what this proposal is intended to achieve. It is not a bid,
it is not an offer. So what is the logistics behind this? Is it part of a plan
to get the management committee of ABN Amro to allow you full access to ABN
AMRO's books? And is it a lever by which you hope to open up discussions with
ABN?
Answer
You have answered your own question Bill. We are in the interests of clarity we
are setting out our proposals so ABN shareholder base more widely can fully
appreciate them. We would wish to enter into discussions with ABN management and
supervisory boards with a view to establishing a constructive way forward,
enabling us to take over ABN and realise value for their shareholders and our
shareholders. And it is something they have been asking to see details of our
proposals, we have set those out today.
Question 6
Michael
[not possible to hear]
Answer
I think we would be rushing our fences at this point. Let's see where we get to.
I think we, you know up until now we simply asked to have access to information
so we could evaluate whether to make a proposal. And we were asked to make a
proposal. We have made a proposal. Let's see where we go from here. I think it
is premature to start wondering about what might happen in a hypothetical
situation so I would be anxious not to rush that.
Further Question
[not possible to hear]
Answer
Well let's not rush our fences.
Question 7
Jo
Could you just all outline which bit of the business it is that you want for the
record so we know exactly who is after what please?
Answer
Yes. I think most people [not possible to hear] there is pretty clear agreement
as to the major pieces. [not possible to hear] I think most people have got the
major components Jo, but as to the precise allocation of the assets, we will
come back to that at such times.
Further Question
[not possible to hear]
Answer
We would be looking for Asia yes. We will come back to asset allocation. The
consortium was broadly equivalent. We will come back to the precise percentages
if we actually announce a bid or formal offer. One of the great strengths of the
consortium actually was the ease with which we were able to agree amongst
ourselves which bits, that is the beauty of the business that we each have.
There is very little overlap and who was the best owner of which bits was
something which we were able to agree very quickly and remarkably painlessly.
Further Question
[?]
Answer
ABN I think wrote to us yesterday inviting us to a meeting and we are in the
process of trying to arrange a meeting with them. We would wish to be in contact
with them urgently.
Question 8
Financial Times
Your document says that you would proceed if ABN AMRO provides limited due
diligence information. How limited or how much information would you require?
Answer
Well we're talking here about a public company which is regulated in many
different countries, a company which has already had due diligence done on it to
result in Barclays making an offer. So I don't think we need to conduct a major
due diligence exercise. I think due diligence light would be what we would be
really wanting to do. We each have different little bits of things we would want
to confirm about the different bits of the business that we each want to do, but
it is not to make a major drama. We are not proposing to conduct an audit or
take a month pouring over the books.
Question 9
Ben
Can you give any indications to the synergies you hope to generate from this
deal? Obviously Barclays are saying 3.5 and the speculation you could generate
another 1 in addition to that what would you say?
Answer
Again, to go back to my opening remarks and we will come back to all of this if
we make a bid. We are very comfortable at this point that the economics of the
offer we have put out today are readily affordable and the fact with respective
shareholders, but we will come back to synergies at a later stage.
Question 10
BBC
Can I ask with regards La Salle, how disappointing was it, the sale being agreed
with Bank of America first of all? And does it have any, as far as whether, how
you proceed from here, whether it is on agreement or whether it is hostile,
would you have preferred to perhaps have started on better terms?
Answer
I think it was more surprising than disappointing. It is not over yet so let's
see where we get. It is our preference and remains our preference to try and
find an agreed constructive way through all of this and we would hope and
working with ABN to be able to do that, because this offer represents excellent
value for their shareholders and for ours and it is by far the best value on
offer to their shareholders so you would expect them to work with us to help to
find a way through that.
Question 11
Scotsman
Can I just ask you, were you on your way to Holland to speak to the Bank when
you found out a deal had been done with Barclays and just following on from the
last question, what was your mood when you found out that news?
Answer
Well to do with the last question, contrary to received wisdom, I wouldn't have
said i was furious or anything else. I don't know whether you Jean-Paul would be
able to corroborate?
Jean Paul
Yes, what precisely was your question?
Further Question
Were you on your way to Holland or in Holland when news broke that Barclays had
reached an agreement?
Answer
I had the press release on the plane before we left. The world and his wife knew
pretty much on the Sunday afternoon that it was going to happen. But I had the
press release on Monday before I left to go to Amsterdam.
Question 12
Scotsman
Sir Fred, if you fail to gain control of La Salle, have you got other targets in
the States that you have your sights on?
Answer
No I think, we don't need to do this and we weren't in the market for
acquisitions. This is a rather unusual situation where a business of this size
and this diversity of business comes on the market. It doesn't happen every day
when something like this comes on the market. That is why we are looking at it.
It would be nice to own La Salle. It would be nice to own some of the other
bits. It would be nice for Jean-Paul and Emilio to own their parts. If it
doesn't happen it doesn't happen.
Question 13
Dow Jones
Could I ask you how you come to the view that the execution risk in this deal is
lower than the one for Barclays?
Answer
Well we wouldn't require to sell La Salle. If you notice in the timetable for
completion, the La Salle completion takes it quite far into the future. We
wouldn't have a disposal of La Salle.
Further Answer
The resources of the three organisations addressing themselves to the
integration and management of the business going forward instead of one. Our
businesses have overlap with the business of ABN and all of its main markets. So
you have people who are already operating successfully in market who will be
able to take those business forward. So I think the important thing that often
gets forgotten is that you know after the transaction is all over, you own these
businesses and you need to run them progressively and invest in them to make
them grow, and we are all very equipped in the respective markets in which we
are going to be operating to do that. So that is in the outline Henry why we
think the execution risk is much lower.
Question 14
Wall Street Journal
You have touched on the financing, but just to be clear, your shareholders
should be comfortable in understanding you have the power to make this
acquisition work financing wise and why should they be comfortable with the
financing that you have outlined very briefly in the press statement?
Answer
I think our shareholders are kind of showing that in the reaction to the
transaction to be honest, but should we get to that kind of transaction, should
we get to a point of setting out a bid or an offer we will set out very clearly
to our own shareholders the synergies and benefits that we would expect and I
feel pretty confident as indeed I am from the feedback and support we have
already had from the investors, that they recognise the value and opportunities
which are here to be released. So we must take nothing for granted, but I would
be pretty confident that when we get to the point that we do that, that they
will be comfortable as they seem to be fairly comfortable at the present.
Other
Fred I am very conscious that we have got an AGM. Can we have one final question
please?
Question 15
I have just got a quick question for either Mr Botin or Mr Goodwin on the
Brazilian asset. Would Santander think of bidding for Brazil? Barclays said they
are very strongly, I think the words were 'certainly not' they would not sell
the Brazilian assets. Would Santander think of going for the Brazilian assets if
this deal did not come through?
Answer
No I think it is covered by the answer already. The consortium stands together.
Emilio Botin
We are very, very happy to have Royal Bank and Fortis in this deal. This deal
will be very good for everybody. For the shareholders of our three banks and
also for the shareholders of the ABN bank.
End of Transcript