SEC Division of Trading and Markets no-action letter: Royal Bank of Scotland Group, plc

UNITED STATES

SECURITI ES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

DIVISION OF
TRADING AND MARKETS August 3, 20 15
Ms. Connie Milonakis
Davis Polk & Wardwell London LLP
5 Aldermanbury Square
London EC2V 7HR
England
Re: The Royal Bank of Scotland Group pie

File No. TP 15-17

Dear Ms. Milonakis:
In your letter dated August 3, 2015, as supplemented by conversations with the staff, you request on behalf ofThe Royal Bank of Scotland Group plc, a public limited company organized under the laws of the United Kingdom and registered in Scotland ("RBSG"), an exemption from Rule 102 of Regulation Munder the Securities Exchange Act of 1934, as amended ("Exchange Act") in connection with the distribution of the ordinary shares of RBSG ("RBSG Shares") and the American Depositary Shares each representing the right to receive two RBSG Shares ("RBSG ADSs") by way of a placement of RBSG Shares (the "Placing") to interested purchasers by United Kingdom Financial Investments, which manages the shareholding of the United Kingdom Treasury in RBSG. 1 You seek an exemption to permit RBSG and RBSG Affiliates to conduct specified transactions outside the United States in RBSG Ordinary Shares during the Placing. Specifically, you request that: (i) RBSG CIB be permitted to continue to engage in derivatives and investor product market-making and hedging activities as described in your letter; (ii) the RBSG Asset Manager and RBSG Investment Managers be permitted to continue to engage in investment management activities as described in your letter; (iii) the RBSG Trustees and Personal Representatives be permitted to continue to engage in trustee and personal representative-related activities as described in your letter; (iv) the RBSG Banking Units be permitted to continue to engage in banking-related activities as described in your letter; and (v) the RBSG Stock Borrowing and Lending Units be permitted to continue to engage in stock borrowing and lending activities as described in your letter. You also seek an exemption to permit certain RBSG Affiliates to conduct specified transactions in the United States in RBSG Ordinary Shares and RBSG ADSs during the 1 We have attached a copy of your letter. Each defined term in our response has the same meaning as defined, directly or by reference, in your attached letter, unless we note otherwise.