RBS to Sell 75M Citizens Financial Group (CFG) Common Shares

Citizens Financial Group (NYSE: CFG) announced that The Royal Bank of Scotland Group plc (NYSE: RBS), through a subsidiary, has launched an underwritten public offering to sell Citizens Financial Group, Inc. common stock (the “Offering”). CFG will not be issuing or selling common stock, and will not receive any proceeds from the Offering.

RBS plans to sell 75 million CFG shares in the Offering. In addition, RBS will grant the underwriters an overallotment option to purchase up to an additional 11.25 million CFG shares.

Completion of the Offering, assuming no exercise of the overallotment option, is expected to reduce RBS’s ownership stake in CFG common stock from 219 million shares, or 40.8%, to 144 million shares, or 26.8% of CFG’s issued and outstanding common stock. If the overallotment option is exercised in full, RBS’s remaining stake would be 132.7 million shares, or 24.7% of CFG’s issued and outstanding common stock.

Additionally, CFG announced that it has agreed to purchase approximately $250 million of its common stock at the Offering price from RBS in early August.

The Offering is being led by global coordinators and joint book-running managers Morgan Stanley and Goldman, Sachs & Co. and joint book runners J.P. Morgan and Citigroup.

The prospectus relating to the offering may be obtained from: Morgan Stanley, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department; Goldman Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, New York 10282, via telephone: 1-866-471-2526 or via email: [email protected]; J.P. Morgan Securities LLC, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, via telephone: 866-803-9204; and Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, via telephone: 800-831-9146.

The registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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