Natwest Group PLC — Major Shareholding Notification 2017

Jul 14, 2017

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934 (Amendment No. 4)

The Royal Bank of Scotland Group plc

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G76891111

(CUSIP Number)

Stephen Parker

1 Horse Guards Road

London

SW1A 2HQ

(+44) 20 7270 5666

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 6, 2017

(Date of Event which Requires Filing of this Statement)

HM Treasury;

UK Financial Investments Ltd

(Names of Reporting Persons)

If the filing person has previously filed a statement on Schedule 13Gto report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Explanatory note : In lieu of providing the information called for by Schedule 13D, Her Majesty's Treasury is furnishing a copy of "TR-1: Notification of Major Interest in Shares", which is the standard form for any notification required to be delivered under the UK Disclosure Rules and Transparency Rules to an issuer whose shares are listed on a relevant European Economic Area market (and to the UK Financial Conduct Authority) following the acquisition or disposal of certain interests in the shares or voting rights in such issuer. The UK Disclosure Rules and Transparency Rules implement the European Transparency Directive (EU Directive 2004/109/EC). This modified Schedule 13D is filed pursuant to no-action relief granted by the Staff of the Securities and Exchange Commission in a no-action letter dated December 10, 2008.

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TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i — 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :		The Royal Bank of Scotland Group plc
1b.
Please indicate if the issuer is a non-UK issuer (please mark with an “ X ”
if appropriate)
Non-UK issuer
2.
Reason for the notification (please mark the appropriate box or boxes with an “ X ”)
An acquisition or disposal of voting rights
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights				x
Other (please specify) iii :
3. Details of person subject to the notification obligation iv
Name		The Commissioners of Her Majesty’s Treasury
City and country of registered office (if applicable)		London, England
4. Full name of shareholder(s) (if different from 3.) v
Name		The
Solicitor for the Affairs of Her Majesty’s Treasury
City and country of registered office (if applicable)		London, England
5. Date on which the threshold was crossed or reached vi :		6 July 2017
6. Date on which issuer notified (DD/MM/YYYY):		11 July 2017
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)	Total of both in % (8.A + 8.B)	Total number of voting rights of issuer vii
Resulting situation on the date on which threshold was crossed or reached	70.84%		70.84%	47,624,155,516
Position of previous notification (if applicable)	71.85%		71.85%

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8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
A: Voting rights attached to shares
Class/type of shares ISIN code (if possible)	Number of voting rights ix		% of voting rights
	Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)	Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)	Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
Ordinary Shares of £1 each GB00B7T77214	33,737,934,076		70.84%
SUBTOTAL 8. A	33,737,934,076		70.84%
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrument	Expiration date x	Exercise/ Conversion Period xi	Number of voting rights that may be acquired if the instrument
is exercised/converted.		% of voting rights
		SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument	Expiration date x	Exercise/ Conversion Period xi	Physical or cash settlement xii	Number of voting rights	% of voting rights
			SUBTOTAL 8.B.2

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| 9. Information in relation to the person subject to the notification
obligation (please mark the applicable box with an “ X”) | | | |
| --- | --- | --- | --- |
| Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii | | | |
| Full chain
of controlled undertakings through which the voting rights and/or the financial instruments are effectively held
starting with the ultimate controlling natural person or legal entity xiv (please add additional rows as
necessary) | | | x |
| Name xv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold |
| UK Financial Investments Limited, a company wholly-owned by Her Majesty’s
Treasury, is entitled to exercise control over the voting rights which are the subject of this notification (pursuant to certain
management arrangements agreed with Her Majesty’s Treasury). The solicitor for the affairs of Her Majesty’s Treasury is acting
as nominee for Her Majesty’s Treasury. | | | |
| The Commissioners of Her Majesty’s Treasury | 70.84% | | 70.84% |
| 10.
In case of proxy voting, please identify: | | | |
| Name of the proxy holder | | | |
| The number and % of voting rights held | | | |
| The date until which the voting rights will be held | | | |
| 11. Additional information xvi | | | |
| The solicitor for the affairs of Her Majesty’s Treasury is acting
as nominee for Her Majesty’s Treasury. | | | |

Place of completion	London, England
Date of completion	11 July 2017

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 14, 2017

| Her Majesty’s
Treasury, a department of Her Majesty’s Government of the United Kingdom of Great Britain and Northern Ireland | |
| --- | --- |
| By: | /s/
Jonathan Edwards |
| | Name:
Jonathan Edwards |
| | Title: Head of RBS and Lloyds Unit, State-Owned Financial Assets (HMT) |
| UK Financial Investments
Ltd | |
| By: | /s/ Oliver Holbourn |
| | Name: Oliver Holbourn |
| | Title:
Chief Executive Officer (UKFI) |

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