Offer Update

Royal Bank of Scotland Group PLC
22 August 2001


Not for release, publication or distribution in or into the United States,
Canada, Australia, the Republic of Ireland or Japan


PRESS ANNOUNCEMENT


FOR IMMEDIATE RELEASE

22 August 2001



RECOMMENDED CASH OFFER BY

HAWKPOINT PARTNERS LIMITED

on behalf of

THE ROYAL BANK OF SCOTLAND plc ('RBS')

a wholly-owned subsidiary of

THE ROYAL BANK OF SCOTLAND GROUP plc ('RBSG')

for

EURO SALES FINANCE PLC ('ESF')



ACQUISITION OF 12.6 PER CENT. OF ESF


On 22 August 2001, RBS acquired, through Merrill Lynch International, a total
of 1,950,000 ESF Shares, representing approximately 12.6 per cent. of the
entire issued share capital of ESF, at a price of 437.5 pence per ESF Share.
1,357,000 of these ESF Shares acquired were subject to letters of intent given
by institutional shareholders prior to the announcement of the Offer.

RBS and its wholly-owned subsidiaries now own or control 1,960,500 ESF Shares
representing, in aggregate, approximately 12.7 per cent. of the entire issued
share capital of ESF.

RBS and its wholly-owned subsidiaries now own or have received irrevocable
undertakings and letters of intent to accept the Offer in respect of
10,446,487 ESF Shares, representing, in aggregate, approximately 67.6 per
cent. of the entire issued share capital of ESF.  This total includes all the
ESF Shares in which the directors of ESF are interested.


The irrevocable undertakings and letters of intent comprise:


-    irrevocable undertakings from the directors of ESF and
one institutional shareholder in respect of 2,281,140 ESF Shares,
representing, in aggregate, approximately 14.8 per cent. of the entire issued
share capital of ESF, which will be binding in the event that a higher
competing offer for ESF is made;

-    irrevocable undertakings from two institutional
shareholders in respect of 1,585,177 ESF Shares, representing, in aggregate,
approximately 10.3 per cent. of the entire issued share capital of ESF, which
will cease to be binding in the event of a higher competing offer having a
total consideration of 10 per cent. or more per ESF Share above that offered
by RBS; and

-    letters of intent from four institutional shareholders
to accept the Offer in respect of 4,619,670 ESF Shares, representing, in
aggregate, approximately 29.9 per cent. of the entire issued share capital of
ESF.  1,357,000 ESF Shares previously subject to letters of intent formed part
of the market purchase made today.

This announcement is in addition to a Rule 8 announcement which is being made
separately as required by the Code.


Enquiries:


The Royal Bank of Scotland Group plc
Fred Watt, Group Finance Director                    Tel:     [phone]
Anthony Frost, Head of Public Relations, 
Corporate Banking and                                Tel:     [phone]
Financial Markets                                              

                                                     Mob:  [phone]


Hawkpoint Partners Limited (financial adviser to The Royal
Bank of Scotland Group plc)
Charles Williams, Managing Director                  Tel:     [phone]
                                                               
Graham Paton, Director


The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdiction.  Persons who are not
resident in the United Kingdom should obtain advice and observe any applicable
requirements.  The Offer is not being made, directly or indirectly, in or
into, or by use of the mails, or by any means or instrumentality (including,
without limitation, facsimile transmission, electronic mail, telex or
telephone) of interstate or foreign commerce, or of any facility of a national
securities exchange, of the United States, Canada, Australia, the Republic of
Ireland or Japan, and the Offer will not be capable of acceptance by any such
means, instrumentality or facility from within the United States, Canada,
Australia, the Republic of Ireland or Japan.  Accordingly, copies of this
announcement and any other documents related to the Offer are not being, and
must not be, mailed or otherwise distributed or sent in or into the United
States, Canada, Australia, the Republic of Ireland or Japan and persons
receiving such documents (including custodians, nominees and trustees) must
not distribute or send them in, into or from such jurisdictions.


This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.

Hawkpoint, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting exclusively for RBSG and no-one else in
connection with the Offer and will not be responsible to anyone other than
RBSG for providing the protections afforded to customers of Hawkpoint nor for
giving advice in relation to the Offer.


Terms defined in the announcement dated 14 August 2001 relating to the Offer
have the same meaning in this announcement.