Blueprint
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 November 2016
Commission
File Number: 001-10306
The
Royal Bank of Scotland Group plc
RBS,
Gogarburn, PO Box 1000
Edinburgh
EH12 1HQ
(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.
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Form
20-F X
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Form
40-F ___
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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.
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:
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Exhibit
No. 1
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Total
Voting Rights dated 31 October 2016
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Exhibit
No. 2
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Director/PDMR
Shareholding dated 09 November 2016
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Exhibit
No. 3
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Publication
of Suppl.Prospcts dated 22 November 2016
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Exhibit
No. 4
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Statement
re 2016 stress test results dated 30 November
2016
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Exhibit
No. 1
The Royal Bank of Scotland Group plc
Total Voting Rights - Conformity with the Disclosure Guidance and
Transparency Rules
In
conformity with the Disclosure Guidance and Transparency Rules, The
Royal Bank of Scotland Group plc ('RBSG') hereby notifies the
following in respect of its issued share capital with voting rights
as at 31 October 2016:-
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Share Class and nominal value
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Number of Shares issued
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Voting rights per share
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Total Voting rights -
31 October 2016
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Ordinary
shares of £1
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11,792,346,728
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4
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47,169,386,912
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11%
Cumulative Preference Shares of £1
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500,000
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4
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2,000,000
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5.5%
Cumulative Preference Shares of £1
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400,000
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4
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1,600,000
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Total:
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11,793,246,728
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47,172,986,912
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of
which none are held in Treasury.
Shareholders
may use the above figures for their calculations to determine
whether they are required to notify their interest in, or a change
to their interest in the Company under the FCA's Disclosure
Guidance and Transparency Rules.
Exhibit
No. 2
9 November 2016
The Royal Bank of Scotland Group plc
Legal Entity Identifier:
2138005O9XJIJN4JPN90
INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITY ("PDMRs") IN ACCORDANCE WITH ARTICLE 19
OF THE EU MARKET ABUSE REGULATION 596/2014
1. The
Royal Bank of Scotland Group plc (the "Company") announces that
ordinary shares of £1 each in the Company ("Shares") (ISIN:
GB00B7T77214) were delivered to the PDMRs on 8 November 2016, as
set out below.
The
Shares delivered represent payment of a fixed share allowance for
the six month period ended 31 December 2016 and were based on a
share price of £1.8746.
The
number of Shares delivered, the number of Shares withheld to meet
associated tax liabilities and the number of Shares retained by
each PDMR is as follows:-
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Name of PDMR
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Position of PDMR
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No. of Shares delivered
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No. of Shares withheld to satisfy associated tax
liability
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No. of Shares retained
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Elaine
Arden
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Chief HR Officer
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76,684
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36,042
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40,642
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Mark
Bailie
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Chief Operating Officer
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213,379
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100,289
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113,090
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Christopher
Marks
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Chief Executive, Corporate & Institutional Banking
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213,379
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100,289
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113,090
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Leslie
Matheson
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Chief Executive, Personal & Business Banking
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160,035
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75,217
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84,818
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Ross
McEwan
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Chief Executive
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266,724
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125,361
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141,363
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Simon McNamara
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Chief Administrative Officer
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173,371
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81,485
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91,886
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Jonathan
Pain
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Chief Conduct & Regulatory Affairs Officer
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80,018
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37,609
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42,409
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Alison
Rose
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Chief Executive, Commercial & Private Banking
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186,707
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87,753
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98,954
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David
Stephen
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Chief Risk Officer
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186,707
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87,753
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98,954
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Ewen
Stevenson
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Chief Financial Officer
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213,379
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100,289
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113,090
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David
Wheldon
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Chief Marketing Officer
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60,013
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28,207
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31,806
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The
above transactions took place outside of a trading venue. The
market price used to determine the number of Shares withheld to
meet associated tax liabilities was £1.873. Shares retained
after payment of associated tax liabilities are held on behalf of
PDMRs in the Computershare Retained Share Nominee account and will
be released in instalments over a five year period.
In
February 2016, Mr McEwan confirmed that he intended to transfer
half of his 2016 fixed share allowance to charity. In light
of this commitment, he will transfer half of his retained shares to
charity when they are released over the course of the five year
period.
2. The Company announces that on 8
November 2016 Ross McEwan, Chief Executive, transferred 16,528
Shares to charity for nil consideration. The transfer is in
line with the commitment Mr McEwan made in February 2015 not to
benefit from his 2015 fixed share allowance. Following the
transfer to charity, Mr McEwan has relinquished all legal and
beneficial rights to the Shares. The transfer took place
outside of a trading venue.
3. The
Company also announces that it has been notified that the following
PDMRs sold Shares on the dates detailed below. All
transactions took place on the London Stock Exchange
(XLON).
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Name of PDMR
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Position of PDMR
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No. of Shares sold
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Price of transaction
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Date of transaction
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Mark
Bailie
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Chief Operating Officer
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550,000
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£1.870
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2016-11-04
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Christopher
Marks
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Chief Executive, Corporate & Institutional Banking
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550,000
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£1.874
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2016-11-04
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Leslie
Matheson
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Chief Executive, Personal & Business Banking
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240,000
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£1.850
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2016-11-09
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David
Stephen
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Chief Risk Officer
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100,000
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£1.874
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2016-11-08
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For
further information contact:-
RBS
Investor Relations
Alexander
Holcroft
Head of
Equity Investor Relations
+44 20
7672 1758
RBS
Media Relations
+44(0)131
523 4205
Exhibit
No. 3
Publication
of Supplementary Prospectus
The
following supplementary prospectus has been approved by the UK
Listing Authority and is available for viewing:
Supplementary Prospectus to The Royal Bank of Scotland Group plc
and The Royal Bank of Scotland plc £90,000,000,000 Euro Medium
Term Note Programme dated 22 November 2016.
To view
the full document, please paste the following URL into the address
bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/8598P_-2016-11-22.pdf
A copy
of the above Supplementary Prospectus has been submitted to the
National Storage Mechanism and will shortly be available for
inspection at: www.Hemscott.com/nsm.do.
For
further information, please contact:
RBS
Investor Relations
Matthew
Richardson
Head of
Fixed Income Investor Relations
TEL:
+44 20 7678 1800
DISCLAIMER
- INTENDED ADDRESSEES
Please
note that the information contained in the Supplementary Prospectus
(and the Prospectus to which it relates) may be addressed to and/or
targeted at persons who are residents of particular countries
(specified in the Prospectus) only and is not intended for use and
should not be relied upon by any person outside these countries
and/or to whom the offer contained in the Prospectus and the
Supplementary Prospectus is not addressed. Prior to relying on the
information contained in the Prospectus and the Supplementary
Prospectus you must ascertain from the Prospectus whether or not
you are part of the intended addressees of the information
contained therein.
Your
right to access this service is conditional upon complying with the
above requirement.
Exhibit
No. 4
The Royal Bank of Scotland Group plc
Statement on the publication of the 2016 Bank of England stress
test results
30
November 2016
The
Royal Bank of Scotland Group plc ("RBS") notes the announcement
made today by the Bank of England ("BoE") regarding the results of
its 2016 stress test. The test applied a hypothetical adverse
scenario to the Group's balance sheet as at 31 December 2015 and
compared the theoretical Common Equity Tier 1 ("CET1") ratio and
Tier 1 leverage ratio positions of RBS before and after the impact
of strategic management actions, including CRD IV distribution
restrictions and conversion of Additional Tier 1 securities
("AT1").
RBS's low point CET1 ratio under the hypothetical adverse scenario
would have been 5.5% which is below RBS's updated 6.6% Individual
Capital Guidance ("ICG") and below the post-stress CET1 Systemic
Reference Point ("SRP") of 7.1% (please refer to definitions in
notes below the table). After
the impact of management actions and restriction of the CRD IV
distribution, the ratio would have been 5.9%; and subsequently 6.7%
post the conversion of AT1 securities. This takes the result above
the ICG hurdle rate of 6.6% but it remains below the SRP of
7.1%.
RBS's Tier 1 leverage ratio under the hypothetical adverse scenario
would have been 2.7% which is below the hurdle rate of 3.0% and
below the post-stress leverage ratio SRP of 3.2%. After the
impact of management actions, the ratio would have been 2.9%, which
remains below both the hurdle rate and the Tier 1 leverage ratio
SRP.
The
bank has taken a number of actions since 31 December 2015 to
improve its capital position stress resilience, including the
on-going run-down of Capital Resolution (risk-weighted assets
("RWAs") reduced by £10.4 billion (21%) to £38.6 billion
in the first nine months of 2016), the continued reduction in
higher risk credit portfolios, the settlement of various litigation
cases and regulatory investigations and the issuance of an
additional £2 billion equivalent in AT1 securities. A number
of these actions impacted our CET1 ratio which was 15.0% as at Q3
2016, compared to 15.5% as at FY 2015. This is above RBS's CET1
ratio target of 13.0%.
RBS has
agreed a revised capital plan with the PRA to improve its stress
resilience in light of the various challenges and uncertainties
facing both the bank and the wider economy highlighted by the
concurrent stress testing process. RBS intends to execute an array
of capital management actions to supplement the organic capital
generation from its core franchises and further improve its stress
resilience, including: further decreasing the cost base of the
bank; further reductions in RWAs across the bank; further run-down
and sale of other non-core loan portfolios in relation to our
personal and commercial franchises; reduction in certain non-core
commercial portfolios in Commercial Banking; and the proactive
management of undrawn facilities in 2017. RBS expects its revised
capital plan to address the shortfall identified in today's stress
test results. However, additional management actions may be
required until RBS's balance sheet is sufficiently resilient to
stressed scenarios.
Commenting
on the results, Ewen Stevenson, Chief Financial Officer,
said:
"We are
committed to creating a stronger, simpler and safer bank for our
customers and shareholders. We have taken further important steps
in 2016 to enhance our capital strength, but we recognise that we
have more to do to restore the bank's stress resilience including
resolving outstanding legacy issues."
Table:
RBS projected consolidated solvency ratios in the stress
scenario.
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Minimum
stressed ratio after 'strategic' management actions and before
conversion of AT1
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|
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Actual
(end-2015)
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Minimum
stressed ratio (before the
impact of 'strategic' management actions or AT1
conversion)
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Non-dividend
'strategic' management actions only(i)
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All
'strategic' management actions including CRD IV distribution
restrictions
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Minimum
stressed ratio (after the
impact of 'strategic' management actions and conversion of
AT1)
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Hurdle
rate
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Systematic
reference point
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Actual
(2016 Q3)
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Submit
revised capital plan?
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Common
equity Tier 1 ratio(a)(b)
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15.5%
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5.5%
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5.8%
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5.9%
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6.7%
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6.6%(j)
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7.1%
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15.0%
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Revised
capital plan received and accepted
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Tier 1
capital ratio(c)
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19.1%
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8.1%(f)
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8.5%(f)
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8.5%(f)
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8.5%(f)
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19.1%
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Total
capital ratio(d)
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24.7%
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12.5%(f)
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12.8%(f)
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12.9%(f)
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12.9%(f)
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24.1%
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Memo:
risk weighted assets (£ billion)
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243
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255(f)
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255(f)
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255(f)
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255(f)
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|
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235
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Memo:
CET1
(£
billion)
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37.6
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14(f)
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15(f)
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15(f)
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17(f)
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|
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35.2
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Tier 1
leverage ratio(a)(e)
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5.6%
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2.7%
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2.9%
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2.9%
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2.9%
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3.0%
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3.2%
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5.6%
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Memo:
leverage exposure
(£
billion)
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702(g)
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591(h)
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591(h)
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591(h)
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591(h)
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|
|
703
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Notes
to table:
a) The
low points for the common equity Tier 1 (CET1) ratio and leverage
ratio shown in the table do not necessarily occur in the same year
of the stress scenario and correspond to the year where the minimum
stressed ratio is calculated after all 'strategic' management
actions and before conversion of AT1.
b) The
CET1 ratio is defined as CET1 capital expressed as a percentage of
risk-weighted assets (RWAs) where CET1 capital is defined in line
with the UK implementation of CRD IV as set out in the PRA Rulebook
and in Supervisory Statement
SS7/13, 'CRD IV and capital', December 2013, and RWAs are
defined in line with the UK implementation of CRD IV as set out in
the PRA Rulebook and relevant Supervisory Statements, December
2013.
c) Tier
1 capital ratio is defined as Tier 1 capital expressed as a
percentage of RWAs where Tier 1 capital is defined as the sum of
CET1 capital and additional Tier 1 capital in line with the UK
implementation of CRD IV.
d)
Total capital ratio is defined as total capital expressed as a
percentage of RWAs where total capital is defined as the sum of
Tier 1 capital and Tier 2 capital in line with the UK
implementation of CRD IV.
e) The
leverage ratio is calculated in line with the Policy Statement 'The
Financial Policy Committee's powers over leverage ratio tools',
July 2015.
f)
Corresponds to the same year as the minimum CET1 ratio over the
stress scenario.
g)
Leverage exposure measure taken from the bank's annual
accounts.
h)
Corresponds to the same year as the minimum leverage ratio over its
stress scenario.
i)
This includes CRD IV distribution restrictions. Where a bank is
subject to such restrictions all non business as usual cuts to
distributions subject to CRD IV restrictions will appear in the
next column - 'All 'strategic' management actions including CRD IV
distribution restrictions'. This should not be interpreted as a
judgement by the Bank that any or all of such cuts are conditional
on such restrictions.
j)
The hurdle rate for CET1 ratio refers to the Individual Capital
Guidance.
Additional
information:
1. As part of
its Supervisory Review and Evaluation Process ("SREP") the PRA has
reduced the CET1 Pillar 2A component of RBS's ICG from the
previously disclosed 2.8% to 2.1% of RWAs.
2. ICG is the
amount and quality of capital resources which the regulator
requires a firm should hold at all times under the overall
financial adequacy rules. RBS's 2016 CET1 ICG comprises 4.5% Pillar
1 requirement and 2.1% Pillar 2A.
3. Systemic
reference point defined as sum of P1, P2A and a 25% per annum
phase-in of the current 1% G-SIB buffer.
4. The
projections of RBS's financial performance under hypothetical
stress included in this announcement are based on the methodology
and calculations of the BoE. This does not represent RBS's
projections or base capital plan assumptions.
5. 'Adjusted'
measures of financial performance are before own credit
adjustments; gain or loss on redemption of own debt; strategic
disposals; restructuring costs and litigation and conduct
costs.
6. Detailed disclosure is available from
the BoE website: http://www.bankofengland.co.uk/financialstability/Pages/fpc/stresstest.aspx
7. For details of our 2015 results please
refer to: http://otp.investis.com/clients/uk/rbs1/rns1/regulatory-story.aspx?cid=365&newsid=615667
For
further information, please contact:
Investor Relations
Alexander
Holcroft
Head of
Equity Investor Relations
+44 (0)
20 7672 1758
Matthew
Richardson
Head of
Fixed Income Investor Relations
+44 (0)
20 7678 1800
RBS Media Relations
+44 (0)
131 523 4205
Forward Looking Statements
This announcement contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including those related to RBS and its subsidiaries' regulatory
capital position, risk-weighted assets, impairment losses and
credit exposures under certain specified scenarios. In addition,
forward-looking statements may include, without limitation,
statements typically containing words such as "intends", "expects",
"anticipates", "targets", "plans", "estimates" and words of similar
import. These statements concern or may affect future matters, such
as RBS's future economic results, business and capital plans and
current strategies. Forward-looking statements are subject to a
number of risks and uncertainties that might cause actual results
and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking
statements. Factors that could cause or contribute to differences
in current expectations include, but are not limited to,
legislative, fiscal and regulatory developments, competitive
conditions, technological developments, exchange rate fluctuations
and general economic conditions. These and other factors, risks and
uncertainties that may impact any forward-looking statement or
RBS's actual results are discussed in RBS's UK Annual Report
and materials filed with, or furnished to, the US Securities and
Exchange Commission, including, but not limited to, RBS's Reports
on Form 6-K and most recent Annual Report on Form 20-F. The
forward-looking statements contained in this announcement speak
only as of the date of this announcement and RBS does not assume or
undertake any obligation or responsibility to update any of the
forward-looking statements contained in this announcement, whether
as a result of new information, future events or otherwise, except
to the extent legally required.
ENDS
Date: 30
November 2016
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THE
ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
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Name:
Title:
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Jan
Cargill
Deputy
Secretary
|