Offer Update

Royal Bank of Scotland Group PLC
24 September 2001

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


PRESS ANNOUNCEMENT


EMBARGOED UNTIL 7.30AM

24 September 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')



OFFICE OF FAIR TRADING DECISION - OFFER UNCONDITIONAL IN ALL RESPECTS

The Board of RBS is pleased to note that on 21 September 2001 the Secretary of
State for Trade and Industry issued her decision not to refer the recommended
cash offer for the entire issued and to be issued ordinary share capital of
ESF to the Competition Commission.

Given that all other conditions to the Offer have been either satisfied or
waived, the Offer has been declared unconditional in all respects.  The Offer
will remain open until further notice.

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

Enquiries:

The Royal Bank of Scotland Group plc
Fred Watt, Group Finance Director                             Tel: [phone]
Anthony Frost, Head of Public Relations, Corporate Banking    Tel: [phone]
and Financial Markets                                         Mob: [phone]
   
Hawkpoint Partners Limited (financial adviser to The Royal
Bank of Scotland Group plc)
Charles Williams                                              Tel: [phone]
Graham Paton



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.

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.

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

This announcement has been approved by Hawkpoint for the purposes of section
57 of the Financial Services Act 1986.