RBS Delays AGM Over Dividend Share Talks

By Mark Kleinman, City Editor

Royal Bank of Scotland (RBS) is to delay its annual shareholder meeting by several weeks as it seeks to cancel a special Government-owned share that prevents it paying dividends.

Sky News has learnt that RBS has decided to hold its 2014 AGM in late June amid advanced talks between the Treasury and the European Commission about the fate of the so-called Dividend Access Share (DAS).

Last year's AGM took place in May, while the event was traditionally held as early as April. The decision by directors of RBS to delay the 2014 meeting was taken in the last few days.

The DAS was put in place as part of the £45.5bn taxpayer bail-out of RBS in 2008, and removing it would be a crucial step on the bank's long journey back to normality.

Doing so, however, will not be cheap for the state-backed lender.

The DAS, which confers enhanced dividend rights on RBS ahead of ordinary shareholders, was valued in the Treasury's books on March 31 last year at just under £1.5bn.

People close to the talks between the Treasury and Brussels said there was a realistic chance that an agreement could be reached by the end of June about the terms under which the DAS could be bought out without breaching state aid rules.

The cancellation of the DAS requires a vote that would only involve RBS's minority shareholders because of its status as what is known as a related-party transaction, meaning that the Government cannot vote on it.

The value of the DAS fluctuates based on a range of market data, including the RBS share price, the expected volatility of the stock over various time periods and the riskiness of the B-shares in RBS owned by the Government.

RBS's shares closed on Friday at 299.5p, suggesting that the cost of cancelling the DAS could be recorded at a lower level at the end of the month than it was last year.

That is because the cost reduces as RBS's share price rises, with a provision for cancelling the DAS altogether if the market price of RBS's ordinary shares exceeds 650p for at least 20 out of 30 consecutive trading days.

"The theoretical valuation does not necessarily reflect the price RBS would be prepared to pay to remove the DAS," the Treasury said in its annual report last year.

The DAS effectively acts as a block on dividend payments to ordinary investors because at least £1.8bn must be paid to the Treasury before any payout to other shareholders can take place.

Ross McEwan, the new RBS chief executive, is keen to resolve the issue of the DAS and said last month that "discussions with the UK Government...are well-advanced. A successful restructuring of the DAS will represent a significant step towards the normalisation of RBS's capital structure".

Insiders cautioned that the delay to the AGM did not offer a guarantee that the outstanding issues could be resolved in time and it remained uncertain whether the DAS-related resolution would be put to a vote on the same day.

The intention to do so is designed to avoid the cost of staging a separate investor meeting on another date.

Even if there is a vote on the DAS in June, the payment of the cancellation fee might not take place until ordinary dividends start being paid again.

With RBS not forecast to be profitable until 2016 and regulatory approval required for a resumption in dividend payments, that could mean the Treasury faces a three-year wait for the money.

News of the AGM delay comes weeks after Mr McEwan unveiled an annual loss of £8.2bn for 2013, and announced plans for an overhaul of RBS to focus it more clearly on improving service to personal and small business customers.

Delaying its AGM will also provide RBS with more time to resolve an issue that has provoked significant debate in Westminster: whether it should seek shareholder approval to pay out higher bonuses under new European rules.

Ed Miliband, the Labour leader, has demanded that the Government should block any attempt by RBS executives to secure approval for payments of up to twice the level of employees' salaries in bonus awards.

Mr McEwan has said that RBS needs the ability to pay competitively, implying that the bank will seek approval for the higher threshold, since every one of its rivals has said that they intend to do the same.

RBS declined to comment.

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