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 July 2007
Commission File Number: 001-10306
The Royal Bank of Scotland Group plc
Business House F, Level 2
RBS, Gogarburn, PO Box 1000
Edinburgh EH12 1HQ, DEPOT CODE: 045
(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 |
| Yes | No X |
5 July 2007 - Fortis, RBS and Santander Announcement
Fortis, RBS and Santander (collectively, the "Banks") were required under the
Dutch offer rules to publish offer documentation during a 6 week period
(referred to in article 9g(3) of the Dutch Decree on the Supervision of the
Securities Trade 1995) which commenced on the announcement of the proposed offer
on 29 May 2007 and expires on 10 July 2007. As stated in the Banks'
announcement of 29 May 2007, the Autoriteit Financiele Markten ("AFM") had
granted an extension of this period and the duration of this extension would be
determined in the week of 2 July 2007. Taking into account that, whilst good
progress is being made, the review processes by the relevant market regulators
relating to the documentation of the proposed offer have not yet been completed,
the AFM has now determined that the extension will expire on 23 July 2007. As
indicated in their announcement of 22 June 2007, the Banks expect to publish
offer documentation by mid-July.
--------------------------------------------------------------------------------
Important Information
This announcement is made pursuant to article 9b(1) of the Dutch Decree on the
Supervision of the Securities Trade 1995.
In connection with the proposed offer for ABN AMRO, RBS expects to file with the
U.S. SEC a Registration Statement on Form F-4, which will constitute a
prospectus, and the Banks expect to file with the SEC a Tender Offer Statement
on Schedule TO and other relevant materials. INVESTORS ARE URGED TO READ ANY
DOCUMENTS REGARDING THE PROPOSED OFFER IF AND WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to
obtain a copy of such documents, without charge, at the SEC's website (http://
www.sec.gov) once such documents are filed with the SEC. Copies of such
documents may also be obtained from each Bank, without charge, once they are
filed with the SEC.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. This press release is not an offer of securities for sale into the
United States. No offering of securities shall be made in the United States
except pursuant to registration under the US Securities Act of 1933, as amended,
or an exemption therefrom.
Forward-Looking Statements
This announcement includes certain "forward-looking statements". These
statements are based on the current expectations of the Banks and are naturally
subject to uncertainty and changes in certain circumstances. Forward-looking
statements include any statements related to the benefits or synergies resulting
from a transaction with ABN AMRO and, without limitation, statements typically
containing words such as "intends", "expects", "anticipates", "targets",
"plans", "estimates" and words of similar import. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to, the presence of a competitive
offer for ABN AMRO, satisfaction of any pre-conditions or conditions to the
proposed offer, including the receipt of required regulatory and anti-trust
approvals, the successful completion of the offer or any subsequent compulsory
acquisition procedure, the anticipated benefits of the proposed offer (including
anticipated synergies) not being realized, the separation and integration of ABN
AMRO and its assets among the Banks and the integration of such businesses and
assets by the Banks being materially delayed or more costly or difficult than
expected, as well as additional factors, such as changes in economic conditions,
changes in the regulatory environment, fluctuations in interest and exchange
rates, the outcome of litigation and government actions. Other unknown or
unpredictable factors could cause actual results to differ materially from those
in the forward-looking statements. None of the Banks undertake any obligation to
update publicly or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.
Any offer made in or into the United States will only be made by the Banks and/
or RFS Holdings directly or by a dealer-manager that is registered with the SEC.
--------------------------------------------------------------------------------
Fortis N.V., Archimedeslaan 6, 3584 BA Utrecht, Netherlands; Fortis SA/NV, Rue
Royale 20, 1000 Brussels, Belgium
The Royal Bank of Scotland Group plc, Head Office, Gogarburn, Edinburgh EH12
1HQ, UK. Registered Office, 36 St Andrew Square, Edinburgh EH2 2YB. Registered
in Scotland No 45551
Banco Santander Central Hispano, S.A., Ciudad Grupo Santander, Avenida de
Cantabria, s/n, 28660 Boadilla del Monte, Madrid, Spain
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.
Date: 05 July 2007
| THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant) |
| By: | /s/ H Campbell |
| Name: Title: |
H Campbell Head of Group Secretariat |