Partial sale of Citizens Financial Group, Inc. stake

The Offer comprises 135 million shares, or 24.7%, of Citizens common stock at a public offering price per share of $23.75.

RBSG has also granted a 15% over-allotment option, under which the underwriters have a 30-day option to purchase an additional 20.25 million shares at the public offering price, less the underwriting discount. If the underwriters exercise this option in full, the total offering size, including the shares pursuant to the over-allotment option, would comprise 155.25 million shares, or 28.4% of Citizens common stock.

Gross proceeds realised by RBSG will be $3.2 billion ($3.7 billion assuming exercise in full of the over-allotment option) with the cash proceeds being used for general business purposes.

Following the offering, RBSG will continue to hold up to 45.6% of CFG’s shares of common stock (41.9% assuming exercise of the entire over-allotment option), which are subject to a 90-day lock-up. During this period, the lock-up agreement is subject to modification, waiver or cancellation. RBSG will continue to consolidate Citizens in its financial statements.

The partial sale is part of RBSG’s strategy to fully exit its holding in CFG by the end of 2016 as part of its European Commission state aid commitments.

Commenting on today's announcement, RBS Chief Executive Officer, Ross McEwan said:

“The sale of Citizens is an integral part of the RBS capital plan. It will help us to create a stronger, safer, UK focused bank that can better serve the needs of its customers.”

“This successful sale keeps RBS on track to meet our obligations and complete the divestment of Citizens by the end of 2016.”