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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
November 26, 2013
Mr. Jeffrey M. Oakes
Davis Polk & Wardwell London LLP
99 Gresham Street
London EC2V 7NG
United Kingdom
Re: In the Matter of RBS Securities Inc. (B-02694) The Royal Bank of Scotland Group plc – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Oakes:
This is in response to your letter dated November 25, 2013, written on behalf of The Royal Bank of Scotland Group plc. (Company) and its subsidiary, RBS Securities Inc. (RBSS) and constituting an application for relief from the Company being considered an “ineligible issuer” under Rule 405(1)(vi) of the Securities Act of 1933 (Securities Act). The Commission filed a civil injunctive complaint (Complaint), in the United States District Court for the District of Connecticut, against RBSS. The complaint alleges that RBSS violated Sections 17(a)(2) and 17(a)(3) of the Securities Act. RBSS filed a consent in which they agreed, without admitting or denying the allegations of the Complaint, to the entry of a Final Judgment against them. Among other things, the Final Judgment, as entered on November 25, 2013, provides for a permanent injunction from committing future violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act. Based on the facts and representations in your letter, and assuming the Company and RBSS comply with the Final Judgment, the Commission, pursuant to delegated authority, has determined that the Company has made a showing of good cause under Rule 405(2) and that the Company will not be considered an ineligible issuer by reason of the entry of the Final Judgment. Accordingly, the relief described above from the Company being an ineligible issuer under Rule 405 of the Securities Act is hereby granted, and the effectiveness of such relief is as of the date of the entry of the Final Judgment. Any different facts from those represented or non-compliance with the Final Judgment might require us to reach a different conclusion. Sincerely, /s/ Mary Kosterlitz Chief, Office of Enforcement Liaison Division of Corporation Finance