Natwest Group PLC — Major Shareholding Notification 2018

Jun 7, 2018

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

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934 (Amendment No. 5)

The Royal Bank of Scotland Group plc

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G76891111

(CUSIP Number)

Peter King

1 Horse Guards Road

London

SW1A 2HQ

(+44) 20 7270 5666

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

June 7, 2018

(Date of Event which Requires Filing of this Statement)

HM Treasury;

UK Government 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 | x |
| An
acquisition or disposal of financial instruments | |
| An
event changing the breakdown of voting rights | |
| 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 : | 7
June 2018 |
| 6.
Date on which issuer notified (DD/MM/YYYY): | 7
June 2018 |
| 7.
Total positions of person(s) subject to the notification obligation | |

| | %
of voting rights attached to shares (total of 8. A) | 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 | 62.4% | 62.4% | 48,112,878,840 |
| Position
of previous notification (if applicable) | 70.85% | 70.85% | |

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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 | 30,037,934,076 | | 62.4% | |
| SUBTOTAL
8. A | 30,037,934,076 | | 62.4% | |

| Exercise/
Conversion Period xi |
| --- |
| SUBTOTAL
8. B 1 |

| Physical
or cash settlement xii |
| --- |
| 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
Government 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 | 62.4% | 62.4% |
| --- | --- | --- |

| 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 | 7
June 2018 |

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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: June 7, 2018

| 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: Deputy Director, State Owned Financial Assets Team |
| UK
Government Investments Ltd | |
| By: | /s/ Charles Donald |
| | Name:
Charles Donald |
| | Title: Director, UKGI |

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