RBS agrees to sell 80.01% interest in Global Merchant Services to a consortium of Advent International and Bain Capital

August 6, 2010 -The Royal Bank of Scotland Group (“RBS”) announces today that it has agreed to sell a controlling 80.01% interest in its Global Merchant Services (“GMS”) business to a consortium of Advent International and Bain Capital for an enterprise value of up to £2.025 bn1.

RBS will hold a minority stake in the new GMS group of 19.99%. As part of the agreement, RBS will continue to promote and refer the GMS product suite as a valuable part of its offering to customers.

RBS continues to deliver strong momentum in relation to its disposal programme and the proceeds from this transaction will strengthen the Group’s already robust capital ratios.

The divestment will result in a gain of approximately £850 million after goodwill, separation and transaction costs. The net positive impact on the Group’s Core Tier 1 ratio is expected to be c30 basis points2 on completion.

Advent International and Bain Capital have committed to making substantial investments in the technology platform and the product offering. There will be transitional services agreements in place to cover the period from legal completion to final separation.

The sale is expected to complete in the fourth quarter of 2010 and is subject to certain conditions including approval by the European Commission, US anti-trust authorities and other regulators.

Bruce Van Saun, RBS Group Finance Director said: “The sale of GMS is another significant milestone in the Group’s restructuring programme. GMS is an excellent business. The transaction will be good for both staff and customers as the business implements its ambitious expansion plans.”