Royal Bank of Scotland Group PLC Notice of AGM (9588N)
May 21 2015 - 10:21AM
UK Regulatory
TIDMRBS
RNS Number : 9588N
Royal Bank of Scotland Group PLC
21 May 2015
The Royal Bank of Scotland Group plc ("RBS")
21 May 2015
Notice of 2015 Annual General Meeting and Form of Proxy
Copies of the above documents have been submitted to the
National Storage Mechanism and will shortly be available for
inspection at: www.Hemscott.com/nsm.do.
The RBS Annual General Meeting ("AGM") will be held on Tuesday,
23 June 2015 at 2.00 pm at the RBS Conference Centre, RBS
Gogarburn, Edinburgh EH12 1HQ and the Notice of Meeting is also
available to view at www.rbs.com/agm.
The documents are being mailed or made available to shareholders
today, together with the Strategic Report 2014 or Annual Report and
Accounts 2014, as appropriate, which are available at
www.rbs.com/annualreport
In addition to the routine AGM business the following
resolutions are being proposed:
Equity Convertible Notes
In line with the authorities approved by shareholders in 2014,
which are unused and will expire on 23 June 2015, two resolutions
in connection with the issue of Equity Convertible Notes ("ECNs")
are being proposed to renew these authorities: one an Ordinary
Resolution giving the directors authority to allot Ordinary Shares
or grant rights to subscribe for or to convert any security into
Ordinary Shares up to an aggregate nominal amount of GBP1.5 billion
and the other a Special Resolution empowering the directors to
allot equity securities on a non-pre-emptive basis up to an
aggregate nominal amount of GBP1.5 billion. If approved, this will
provide RBS flexibility to manage its capital in the optimal way,
should it wish to issue loss-absorbing capital instruments in the
form of ECNs. ECNs would convert into newly issued Ordinary Shares
in the Company upon the occurrence of certain events (for example,
the RBS capital ratios falling below a specified level), diluting
existing holdings of Ordinary Shares.
The directors may at their discretion resolve to give
shareholders the opportunity to purchase the Ordinary Shares
created on conversion or exchange of any Equity Convertible Notes,
where desirable and practicable, and subject to applicable laws and
regulations.
Authority to purchase own shares
A resolution is being proposed that will, if approved, grant RBS
authority to purchase its own ordinary shares on a recognised
investment exchange up to a maximum of 10% of the issued Ordinary
Share capital. RBS has previously stated its intention to return to
shareholders capital in excess of a Common Equity Tier 1 ("CET1")
ratio of 13%, subject to regulatory approval at the time. The
authority for RBS to purchase ordinary shares is an important
enabler in that process, although RBS's CET1 capital ratio remains
at present below the level at which a repurchase could be
contemplated. In addition, RBS's ability to repurchase ordinary
shares is restricted in certain respects so long as the B Shares
and Dividend Access Share, owned by the UK Government, remain
outstanding.
The directors consider it may, in certain circumstances, be in
the best interests of RBS shareholders generally to purchase its
own shares and the directors will only make purchases where, in the
light of market conditions prevailing at the time, they consider
that such purchases will be in the best interests of shareholders
generally. The authority will expire at the next AGM or 30 June
2016 (whichever is the earlier).
Related Party / Class 1 Transaction - Resale and Registration
Rights Agreements
In addition to the other AGM business, RBS is seeking its
shareholders' views on a "related party transaction" and a "Class 1
transaction" in respect of two agreements entered into with HM
Treasury in 2009 in connection with HM Treasury's financial support
for RBS in 2008 and 2009, which should have received shareholder
approval at that time.
Pursuant to the agreements (the Resale Rights Agreement and the
Registration Rights Agreement), RBS agreed to provide such
assistance to HM Treasury as might be necessary to achieve a future
sale of HM Treasury's shareholding in RBS. In particular, RBS may
be required to prepare and publish one or more prospectuses or
other disclosure, listing or marketing documents for which it and
the directors will have statutory responsibility and unlimited
liability (as would be the case in relation to a prospectus issued
by RBS in respect of an issue of new shares). If any such documents
were to contain any untrue or inaccurate statement or omit any
material information, RBS could be exposed to such statutory
responsibility and unlimited liability which could have an adverse
effect (financial and/or reputational) on RBS. RBS may also be
required to bear certain offering expenses and to provide
contractual protections to HM Treasury, any underwriting or
bookrunning banks and/or other advisers (and any of their
respective affiliates), including in the form of representations,
warranties, covenants and indemnities. Further, RBS will be
required to indemnify HM Treasury and its affiliates against losses
or claims that arise out of certain acts or omissions by RBS in
connection with any future sale of RBS securities by HM
Treasury.
The provision of such assistance by RBS constitutes a "related
party transaction" and, due to the unlimited nature of RBS's
liability and the requirement to prepare and publish a prospectus
or other disclosure, listing or marketing document for which RBS
will have statutory responsibility, also constitutes a "Class 1
transaction", and required shareholder approval at the time the two
agreements were entered into in 2009, which was not obtained.
Accordingly, a resolution is being proposed that provides
shareholders with the opportunity to consider and express a view on
the Resale Rights Agreement and the Registration Rights Agreement
although they were entered into in 2009. The resolution therefore
proposes thatthe performance by RBS of those agreements be approved
on the terms outlined above and in the Notice of Meeting available
to view at www.rbs.com/agm.
Whilst the implementation and timing of any sell-down by HM
Treasury will be determined at the sole discretion of HM Treasury,
the RBS Board is of the view that it is important and in the best
interests of RBS to be able to provide such assistance when
required. Accordingly, the Board considers it appropriate to seek
shareholder approval for the Resale Rights Agreement and the
Registration Rights Agreement at the 2015 AGM. However, even if
shareholder approval is not obtained, RBS could still be required
by HM Treasury to perform the agreements, which could have a
financial impact on RBS.
As a related party, HM Treasury is not permitted to vote on this
resolution.
Name of contact and telephone number for queries:-
Investor Relations
+ 44 (0)207 672 1758
Media Relations
+44 (0)131 523 4205
This information is provided by RNS
The company news service from the London Stock Exchange
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