Royal Bank of Scotland Group PLC Notice of GM (4298N)
January 17 2019 - 11:10AM
UK Regulatory
TIDMRBS
RNS Number : 4298N
Royal Bank of Scotland Group PLC
17 January 2019
The Royal Bank of Scotland Group plc ("RBS")
17 January 2019
Circular and Notice of General Meeting and Form of Proxy
A special resolution (the Resolution) seeking authority from
shareholders to make off-market purchases of Ordinary Shares from
HM Treasury (or its nominee) will be proposed at a General Meeting
to be held on Wednesday, 6 February 2019.
The Directors consider it may, in certain circumstances, be in
the best interests of the Company and its shareholders for the
Company to purchase its own shares from HM Treasury. The Company
may agree with HM Treasury (or its nominee) to make off-market
purchases of its Ordinary Shares at such times and on such number
of occasions as the Directors may determine:
(a) by way of one or more standalone purchases;
(b) through a non-discretionary, broker-managed directed trading
programme (subject to certain parameters); or
(c) in conjunction with any offer or sale by HM Treasury (or its
nominee) by way of or including an institutional placing.
Any such off-market purchases shall be made at the relevant
market price on the date the Ordinary Shares are contracted to be
purchased or, if made in conjunction with an institutional placing
by HM Treasury (or its nominee), at the placing or offering price
as determined through an open-market bookbuilding process, and
otherwise on the terms and conditions of the Directed Buyback
Contract, which are summarised in the Circular and Notice of
General Meeting.
The purpose of the Directed Buyback Contract is to give the
Company the flexibility, if appropriate at the relevant time and
with the agreement of HM Treasury, to help facilitate the return of
the Company to full private ownership through the use of the
Company's excess capital. The Directors will only make off-market
purchases with HM Treasury's agreement and where, in light of
market conditions prevailing generally at the time, they consider
that such off-market purchases will be in the best interests of
shareholders as a whole.
The Board considers that the Resolution is in the best interests
of the Company and its shareholders as a whole and unanimously
recommends that all shareholders vote in favour of the Resolution
as the members of the Board intend to do, or to procure, in respect
of their own beneficial shareholdings.
Full details of the proposal are set out in the Circular and
Notice of General Meeting.
RBS Chairman Howard Davies said:
"This resolution would provide the bank with the flexibility to
use some of its excess capital to buy back Government shares at a
time and price agreed with HM Treasury. The Board believes that
this is in the best interests of the bank and its shareholders by
helping to facilitate the return of the company to full private
ownership."
The RBS General Meeting will be held on Wednesday, 6 February
2019 at 3.00 pm at the RBS Conference Centre, RBS Gogarburn,
Edinburgh EH12 1HQ and the Circular and Notice of General Meeting
will also available to view at www.rbs.com/gm
Copies of the above documents will be submitted to the National
Storage Mechanism today and will be available for inspection at:
www.morningstar.co.uk/uk/NSM
The documents will be mailed or made available to shareholders
today, the documents will also be available at www.rbs.com/gm
Name of contact and telephone number for queries:-
Investor Relations
+ 44 (0)207 672 1758
Media Relations
+44 (0)131 523 4205
Legal Entity Identifier: 2138005O9XJIJN4JPN90
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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