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 30 June 2020
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- _____
This report on Form 6-K, except for any information contained
on any websites linked in this report, shall be deemed incorporated by reference into the company's Registration Statement on Form
F-3 (File No. 333-222022) and to be a part thereof from the date which it was filed, to the extent not superseded by documents
or reports subsequently filed or furnished.
The Royal Bank of Scotland Group plc
29 June 2020
Notice of Redemption
The Royal Bank of Scotland Group plc
(“RBSG” or the "Issuer")
The Issuer has given notice to holders of
the $2,000,000,000 7.500% Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes (ISIN: US780099CJ48 (the
“Notes”)) of the upcoming redemption of the Notes on 10 August 2020. The amount of the Notes currently outstanding
is $2,000,000,000.
Terms used but not defined herein shall
have the meaning given to them in the notice of redemption. The Notes are being redeemed pursuant to Section 2.08 of the Second
Supplemental Indenture. All of the outstanding Notes shall be redeemed by the Issuer on 10 August 2020 (the “Redemption Date”)
at 100% of principal amount, together with accrued and unpaid interest to (but excluding) the Redemption Date, and subsequently
cancelled. The Issuer has notified the holders pursuant to the terms of the Notes.
To view the notice, please click on the
link below.
http://www.rns-pdf.londonstockexchange.com/rns/2932R_1-2020-6-28.pdf
For further information, please contact:
Scott Forrest
Head of RBS Debt Capital Markets & Capital Strategy
Tel: +44 (0)7747 455969
Forward-looking statements
This document contains forward-looking statements
within the meaning of the United States Private Securities Litigation Reform Act of 1995, such as statements that include, without
limitation, the words ‘expect’, ‘estimate’, ‘project’, ‘anticipate’, ‘commit’,
‘believe’, ‘should’, ‘intend’, ‘plan’, ‘could’, ‘probability’,
‘risk’, ‘Value-at-Risk (VaR)’, ‘target’, ‘goal’, ‘objective’, ‘may’,
‘endeavour’, ‘outlook’, ‘optimistic’, ‘prospects’ and similar expressions or variations
on these expressions. These statements concern or may affect future matters, such as RBSG's future economic results, business plans
and strategies. In particular, this document may include forward-looking statements relating to RBSG in respect of, but not limited
to: its regulatory capital position and related requirements, its financial position, profitability and financial performance (including
financial, capital and operational targets), its access to adequate sources of liquidity and funding, increasing competition from
new incumbents and disruptive technologies, its exposure to third party risks, its ongoing compliance with the UK ring-fencing
regime and ensuring operational continuity in resolution, its impairment losses and credit exposures under certain specified scenarios,
substantial regulation and oversight, ongoing legal, regulatory and governmental actions and investigations, the transition of
LIBOR and IBOR rates to alternative risk free rates and RBSG’s exposure to economic and political risks (including with respect
to terms surrounding Brexit and climate change), operational risk, conduct risk, cyber and IT risk, key person risk and credit
rating risk. 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, the final number
of PPI claims and their amounts, legislative, political, fiscal and regulatory developments, accounting standards, competitive
conditions, technological developments, interest and exchange rate fluctuations, general economic conditions and the uncertainty
surrounding the Covid-19 pandemic and its impact on RBSG. These and other factors, risks and uncertainties that may impact any
forward-looking statement or RBSG's actual results are discussed in RBSG plc's UK 2019 Annual Report and Accounts (ARA) and materials
filed with, or furnished to, the US Securities and Exchange Commission, including, but not limited to, RBSG plc's most recent Annual
Report on Form 20-F and Reports on Form 6-K. The forward-looking statements contained in this document speak only as of the date
of this document and RBSG does not assume or undertake any obligation or responsibility to update any of the forward-looking statements
contained in this document, whether as a result of new information, future events or otherwise, except to the extent legally required.
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.
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THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
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Date:
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30 June 2020
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By:
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/s/ Morven Adderton
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Name:
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Morven Adderton
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Title:
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Assistant Secretary
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