SECURITIES AND EXCHANGE COMMISSION

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

30 September 2014

 

 

 

The Royal Bank of Scotland Group plc

 

 

Gogarburn

PO Box 1000

Edinburgh EH12 1HQ

Scotland

United Kingdom

 

(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 shall be deemed incorporated by reference into the company's Registration Statement on Form F-3 (File No. 333-162219) and to be a part thereof from the date which it was filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 


 

 

Article 11 unaudited pro forma information

 

Unaudited pro forma condensed consolidated financial information

 

Basis of preparation

The unaudited pro forma condensed consolidated financial information (the "unaudited pro forma financial information") comprises the unaudited pro forma condensed consolidated balance sheet as at 30 June 2014 (the "unaudited pro forma balance sheet") and the unaudited pro forma condensed consolidated income statements for the six month periods ended 30 June 2014 and 2013 and for the year ended 31 December 2013 (the "unaudited pro forma income statements") based on the published audited annual financial statements of The Royal Bank of Scotland Group plc (“RBS”), prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board (IASB) and interpretations issued by the IFRS Interpretations Committee of the IASB as adopted by the European Union (EU) (together IFRS), and the published unaudited condensed consolidated interim financial statements of RBS, prepared in accordance with IAS 34, after giving effect to the divestment of Citizens Financial Group (“Citizens”). On 1 November 2013 RBS announced plans to accelerate the divestment of Citizens, its US banking subsidiary with the bank intending to fully divest the business by the end of 2016. The timings of the divestment remain uncertain and are dependent on market conditions. Upon meeting the requirements of IFRS5, it is likely that Citizens will be reflected as a discontinued operation, although the timing remains uncertain. The unaudited condensed pro forma financial information is presented in Sterling unless otherwise indicated.  

 

The pro forma financial information has been prepared assuming the following:

 

·         Unaudited pro forma balance sheet: the divestment of Citizens occurred on 30 June 2014;

 

·         Unaudited pro forma income statements: the divestment of Citizens occurred on 1 January 2013;

 

·         The Citizens financial information reflected in the pro forma adjustments to the unaudited pro forma balance sheet and income statements comprises the carrying values and amounts recognised under IFRS relating to balances and transactions directly attributable to Citizens included in the consolidated financial statements of RBS and has been extracted from RBS accounting records;  

 

·         For the purposes of the unaudited pro forma balance sheet, proceeds from the sale of Citizens have been assumed to equal the net asset value of the businesses to be disposed of as the proceeds are not yet currently determinable. Consequently no gain or loss on sale has been reflected in the unaudited pro forma financial information.

 

·         Earnings or loss per share (“EPS”) is calculated on the basis described in Note 9 of the unaudited condensed consolidated financial statements for the six months ended 30 June 2014 included within the Form 6-K filed with the SEC on 30 September 2014.

 

The unaudited condensed pro forma financial information does not give effect to items of income or expense that will be or have been incurred in connection with the divestment of Citizens, but which have no effect on RBS beyond the twelve months following completion of the divestment of Citizens

 

The unaudited pro forma financial information is presented for information purposes only and does not represent what the results of operations would actually have been had the divestment of Citizens occurred on the dates indicated nor is it necessarily indicative of the results of operations or the financial position that may or may be expected to be achieved in the future.

1

 

 


 

 

Article 11 unaudited pro forma information (continued) 

 

Unaudited Pro forma balance sheet as at 30 June 2014

 

 

RBS (1)

Citizens

Pro forma

RBS

 

£m

£m

£m

 

 

 

 

Assets

 

 

 

Cash and balances at central banks

68,670

8,217

76,887

Loans and advances to banks

57,067

(277)

56,790

Loans and advances to customers

439,096

(50,930)

388,166

Debt securities and equity shares

120,628

(14,547)

106,081

Derivatives

274,906

4

274,910

Intangible assets

12,173

(4,153)

8,020

Property, plant and equipment

7,115

(432)

6,683

Other assets

31,453

(1,543)

29,910

 

 

 

 

Total assets

1,011,108

(63,661)

947,447

 

 

 

 

Liabilities

 

 

 

Deposits by banks

70,901

(8,117)

62,784

Customer accounts

452,766

(53,482)

399,284

Debt securities in issue

59,087

(636)

58,451

Settlement balances

15,128

-

15,128

Short positions

39,019

-

39,019

Derivatives

270,087

(61)

270,026

Subordinated liabilities

24,809

(204)

24,605

Other liabilities

18,348

(1,161)

17,187

 

 

 

 

Total liabilities

950,145

(63,661)

886,484

 

 

 

 

Non-controlling interests

618

-

618

Owners’ equity

60,345

-

60,345

 

 

 

 

Total equity

60,963

-

60,963

 

 

 

 

Total liabilities and equity

1,011,108

(63,661)

947,447

 

Note:

(1)

Extracted from page 71 of the Form 6-K on filed with the SEC on 30 September 2014.

 

2

 

 


 

 

Article 11 unaudited pro forma information (continued) 

 

Unaudited Pro forma income statement for the six months ended 30 June 2014

 

 

RBS (1)

Citizens

Pro forma

RBS

Continuing operations

£m

£m

£m

 

 

 

 

Net interest income

5,493

(987)

4,506

 

 

 

 

Net fees and commissions

2,118

(350)

1,768

Income from trading activities

1,493

(43)

1,450

Gain on redemption of own debt

20

-

20

Other operating income

1,036

(231)

805

 

 

 

 

Non-interest income

4,667

(624)

4,043

 

 

 

 

Total income

10,160

(1,611)

8,549

Operating expenses

(7,239)

1,082

(6,157)

 

 

 

 

Profit before impairment losses

2,921

(529)

2,392

Impairment losses

(269)

104

(165)

 

 

 

 

Operating profit before tax

2,652

(425)

2,227

Tax

(733)

138

(595)

 

 

 

 

Profit from continuing operations

1,919

(287)

1,632

 

 

 

 

Profit attributable to:

 

 

 

Non-controlling interests

24

-

24

Preference shareholders

140

-

140

Paid-in equity holders

27

-

27

Dividend access share

320

-

320

Ordinary shareholders

1,408

(287)

1,121

 

 

 

 

 

1,919

(287)

1,632

 

 

 

 

Per 100p ordinary and equivalent B share (pence)

 

 

 

 

 

 

 

Continuing operations

 

 

 

Basic EPS

12.5

 

9.9

Diluted EPS

12.4

 

9.8

 

 

 

 

Number of shares (million)

 

 

 

Weighted average ordinary shares and equivalent B shares

11,308

-

11,308

Weighted average diluted ordinary shares and equivalent B shares

11,405

-

11,405

 

Note:

(1)

Extracted from page 69 of the Form 6-K filed with the SEC on 30 September 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 


 

 

Article 11 unaudited pro forma information (continued) 

 

Unaudited Pro forma income statement for the six months ended 30 June 2013

 

 

RBS  (1)

Citizens

Pro forma

RBS

Continuing operations

£m

£m

£m

 

 

 

 

Net interest income

5,437

(981)

4,456

 

 

 

 

Net fees and commissions

2,248

(383)

1,865

Income from trading activities

2,064

(76)

1,988

Gain on redemption of own debt

191

-

191

Other operating income

1,332

(104)

1,228

 

 

 

 

Non-interest income

5,835

(563)

5,272

 

 

 

 

Total income

11,272

(1,544)

9,728

Operating expenses

(7,748)

1,073

(6,675)

 

 

 

 

Profit before impairment losses

3,524

(471)

3,053

Impairment losses

(2,150)

131

(2,019)

 

 

 

 

Operating profit before tax

1,374

(340)

1,034

Tax

(678)

118

(560)

 

 

 

 

Profit from continuing operations

696

(222)

474

 

 

 

 

Loss attributable to:

 

 

 

Non-controlling interests

89

-

89

Preference shareholders

152

-

152

Paid-in equity holders

30

-

30

Ordinary shareholders

425

(222)

203

 

 

 

 

 

696

(222)

474

 

 

 

 

Per 100p ordinary and equivalent B share (pence)

 

 

 

 

 

 

 

Continuing operations

 

 

 

Basic EPS (2)

 

-

Diluted EPS (2)

 

-

 

 

 

 

Number of shares (million)

 

 

 

Weighted average ordinary shares and equivalent B shares

11,152

-

11,152

Weighted average diluted ordinary shares and equivalent B shares

11,266

-

11,266

 

Note:

(1)

Extracted from page 69 of the Form 6-K filed with the SEC on 30 September 2014.

(2)

EPS calculated after taking into account the terms of the DAS.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 


 

 

Article 11 unaudited pro forma information (continued) 

 

Unaudited Pro forma income statement for the year ended 31 December 2013

 

 

RBS (1)

Citizens

Pro forma

RBS

Continuing operations

£m

£m

£m

 

 

 

 

Net interest income

10,981

(1,964)

9,017

 

 

 

 

Net fees and commissions

4,518

(763)

3,755

Income from trading activities

2,685

(114)

2,571

Gain on redemption of own debt

175

-

175

Other operating income

1,398

(178)

1,220

 

 

 

 

Non-interest income

8,776

(1,055)

7,721

 

 

 

 

Total income

19,757

(3,019)

16,738

Operating expenses

(19,568)

2,101

(17,467)

 

 

 

 

Profit/(loss) before impairment losses

189

(918)

(729)

Impairment losses

(8,432)

312

(8,120)

 

 

 

 

Operating loss before tax

(8,243)

(606)

(8,849)

Tax

(382)

205

(177)

 

 

 

 

Loss from continuing operations

(8,625)

(401)

(9,026)

 

 

 

 

Loss attributable to:

 

 

 

Non-controlling interests

83

-

83

Preference shareholders

349

-

349

Paid-in equity holders

49

-

49

Ordinary shareholders

(9,106)

(401)

(9,507)

 

 

 

 

 

(8,625)

(401)

(9,026)

 

 

 

 

Per 100p ordinary and equivalent B share (pence)

 

 

 

 

 

 

 

Continuing operations

 

 

 

Basic EPS

(81.3)

 

(84.9)

Diluted EPS

(81.3)

 

(84.9)

 

 

 

 

Number of shares (million)

 

 

 

Weighted average ordinary shares and equivalent B shares

11,196

-

11,196

Weighted average diluted ordinary shares and equivalent B shares

11,196

-

11,196

 

Note:

(1)

Extracted from page 362 of the Form 20-F filed with the SEC on 30 April 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

 


 

 

  

 

 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant was duly caused this report to be signed on behalf by the undersigned, thereunto duly authorised.

 

 

The Royal Bank of Scotland Group plc

Registrant

 

 

 

 


/s/ Rajan Kapoor
Rajan Kapoor

Financial Controller
30 September 2014

 

6