UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20459

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

The Royal Bank of Scotland Group plc

(Exact name of registrant as specified in its charter)

 

   

United Kingdom

(State of incorporation

or organization)

None

(I.R.S. Employer

Identification No.)

 

RBS Gogarburn

PO Box 1000

Edinburgh EH12 1HQ

United Kingdom

(Address of principal executive offices)

 

   

Title of each class
to be so registered

  

Name of each exchange on which
each class is to be registered

4.800% Senior Notes due 2026   New York Stock Exchange
____________________________
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. :  x
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
 
Securities Act registration statement file number to which this form relates: 333-203157
 
Securities to be registered pursuant to Section 12(g) of the Act:   None.

 

 

 
 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

The Registrant has filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 a prospectus supplement dated March 30, 2016 (the “Prospectus Supplement”) to a Prospectus dated March 31, 2015 (the “Prospectus”) relating to the securities to be registered hereunder included in the Registrant’s automatic shelf Registration Statement on Form F-3 (File No. 333-203157), which became automatically effective on April 1, 2015. The Registrant incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.

 

Item 1.  Description of Registrant’s Securities to be Registered

 

The information required by this item is incorporated herein by reference to the information contained in the sections captioned “Description of Debt Securities” on pages 2 through 12 of the Prospectus, and “Description of the Senior Notes” on pages S-16 through S-20 and “U.K. and U.S. Federal Tax Consequences”, on pages S-21 through S-23 of the Prospectus Supplement.

 

Item 2.  Exhibits

 

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement.

 

4.1 Amended and Restated Indenture between The Royal Bank of Scotland Group plc, as issuer and The Bank of New York Mellon, as trustee, dated as of September 13, 2011 (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on September 14, 2011).
4.2 Second Supplemental Indenture between The Royal Bank of Scotland Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of April 5, 2016 (incorporated herein by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on April 5, 2016).
4.3 Form of Global Note for the 4.800% Senior Notes due 2026 (incorporated herein by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on April 5, 2016).
99.1 Prospectus and the Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filings under Rule 424(b) filed with the Commission on April 1, 2015 and March 31, 2016, respectively).

 

 

 

 

 

 
 

 

SIGNATURE

 

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

 

 

  The Royal Bank of Scotland Group plc
(Registrant)
     
Date:  April 5, 2016 By: /s/ Mark Stevens
  Name: Mark Stevens
  Title: Assistant Secretary

 

 

 

 

 

 

 
 

 

 

EXHIBIT INDEX

 

Exhibit
No.		 Description of Exhibit
4.1 Amended and Restated Indenture between The Royal Bank of Scotland Group plc, as issuer and The Bank of New York Mellon, as trustee, dated as of September 13, 2011 (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on September 14, 2011).
   
4.2 Second Supplemental Indenture between The Royal Bank of Scotland Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of April 5, 2016 (incorporated herein by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on April 5, 2016).
   
4.3 Form of Global Note for the 4.800% Senior Notes due 2026 (incorporated herein by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on April 5, 2016).
   
99.1 Prospectus and the Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filings under Rule 424(b) filed with the Commission on April 1, 2015 and March 31, 2016, respectively).