SEC Division of Corporation Finance no-action letter: The Royal Bank of Scotland Group plc

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Jeffrey M. Oakes
Davis Polk & Wardwell London LLP 020 7 418 1386 tel 99 Gresham Street 020 7710 4886 fax London EC2V 7NG jeffrey.oakes@davispolk.com March 27, 2014 Re: The Royal Bank of Scotland pic and RBS Securities Japan Limited Settlement of LIBOR Investigations Mary Kosterlitz, Esq. Chief, Office of Enforcement Liaison Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7553 Dear Ms. Kosterlitz:
This letter is submitted on behalf of our client, The Royal Bank of Scotland Group pic ("RBSG"), a reporting company registered under section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to request that the Division of Corporation Finance, on behalf of the Securities and Exchange Commission (the "Commission"), determine that RBSG should not be considered an "ineligible issuer" as defined in amended Rule 405 ("Rule 405") under the Securities Act of 1933, as amended (the "Securities Act") as a result of the plea agreement (the "Plea Agreement") entered into by RBS Securities Japan Limited ("RBSSJ"), which is described below. RBSSJ is a wholly-owned subsidiary of The Royal Bank of Scotland pic ("RBS") that engages in investment banking operations, including derivatives trading, with its principal place of business in Tokyo, Japan. RBS is itself a wholly-owned subsidiary of RBSG. The U.S. District Court for the District of Connecticut entered a final judgment on January 14, 2014 (the "Effective Date") in relation to the conviction of RBSSJ pursuant to the Plea Agreement (the "Final Judgment"). The terms of the Final Judgment require the same remedies as those set forth in the Plea Agreement (described below). We request the determination that RBSG should not be considered an "ineligible issuer" be made effective as of the Effective Date of the Final Judgment. Background The U.S. Commodity Futures Trading Commission (the "CFTC"), the U.S. Department of Justice (the "DOJ"), RBS and RBSSJ negotiated a settled resolution of the investigations conducted by those agencies in relation to the manipulation of the London Interbank Offered Rate ("LIBOR") Davis Polk & Wardwe ll London LLP 1s a 11m1ted li ab ili ty partn er ship formed under the laws of the State of N'=W Y ork