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
April 06, 2017
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.
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:
The Royal Bank of Scotland Group plc ("RBS")
6 April
2017
Notice of 2017 Annual General Meeting and Form of
Proxy
Copies of the above documents will be submitted to the National
Storage Mechanism today and will be available for inspection
at: www.Hemscott.com/nsm.do.
The RBS
Annual General Meeting will be held on Thursday, 11 May 2017
at
2.00 pm at the RBS Conference Centre, RBS Gogarburn, Edinburgh EH12
1HQ and the Notice of Meeting will also available to view at
www.rbs.com/agm.
The documents will be mailed or made available to shareholders
today, together with the Strategic Report 2016 or Annual Report and
Accounts 2016, as appropriate, which will also be available
at www.rbs.com/annualreport
In
addition to the routine AGM business the following resolutions are
being proposed.
Cancellation of the share premium account and capital redemption
reserve
As part of the Q3 2016 results, we announced on 28 October 2016
that we had reviewed the value of the investments in subsidiaries
held in RBS, and in light of the deterioration in the economic
outlook we had reduced the carrying value of the investments by
£6.0 billion to £44.7 billion. This had the effect of
reducing distributable reserves of RBS by £6.0 billion to
£7.2 billion.
We also announced that whilst this level of distributable reserves
did not impact upon our ability to pay coupons on existing
securities, we intended to implement a capital reorganisation in
2017. We intend to seek shareholder approval at the 2017 AGM of a
Special Resolution for cancellation of the share premium account
and capital redemption reserve of RBS. The proposed capital
reduction is intended to increase RBS's distributable
reserves to provide greater flexibility for future
distributions, coupon payments on Additional Tier 1 securities and
legacy preference share redemptions.
The
capital reorganisation remains subject to shareholder approval and
the confirmation of the Court of Session in Edinburgh. If the
capital reduction becomes effective, it would increase the amount
of funds that are technically available for distribution to
shareholders, but would not impact reported shareholders' equity on
a consolidated basis, nor alter the RBS Group's consolidated
regulatory capital, including RBS's Common Equity Tier 1
capital.
Equity Convertible Notes
In line
with the authorities approved by shareholders in 2016, of which
£1,160 million have been used and £340 million remain and
will expire on 11 May 2017, 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 £1.5 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 £1.5 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
In line
with the authority approved by shareholders in 2016 which will
expire on
11 May
2017, a resolution is being proposed as a Special Resolution 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.
The
directors consider it may, in certain circumstances, be in the best
interests of shareholders generally for RBS 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. RBS will also require regulatory approval by the PRA for
any Ordinary Share capital distributions.
The
authority will expire at the next AGM or 30 June 2018 (whichever is
earlier).
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
Date: 06
April 2017
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THE
ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
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By: /s/
Jan Cargill
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Name:
Jan Cargill
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Title:
Deputy Secretary
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