First closing date

Royal Bank of Scotland Group PLC
12 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 7.00AM

12 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')



FIRST CLOSING DATE - LEVEL OF ACCEPTANCES AND EXTENSION OF OFFER

The Board of RBS announces that the recommended cash offer for the entire
issued and to be issued ordinary share capital of ESF has been extended and
remains open for acceptance until 3.00pm on 25 September 2001.  The Offer
remains subject to the conditions set out or referred to in the Offer
Document.

As at 3.00pm on 11 September 2001, valid acceptances had been received by RBS
in respect of 11,537,721 ESF Shares, representing approximately 74.6 per cent.
of the entire issued ordinary share capital of ESF.  This includes acceptances
relating to 3,866,317 ESF Shares subject to irrevocable undertakings and
3,460,514 ESF Shares subject to letters of intent, representing, in aggregate,
47.4 per cent. of the entire issued ordinary share capital of ESF.


Since 19 April 2001, being the commencement of the Offer Period, RBS and
persons deemed to be acting in concert with RBS for the purposes of the Offer
have purchased 1,960,185 ESF Shares, representing approximately 12.7 per cent.
of the entire issued ordinary share capital of ESF.  1,357,000 of these ESF
Shares were obtained from Henderson Global Investors Limited and JP Morgan
Fleming Asset Management, who had given letters of intent to accept the Offer,
and consequently no acceptances in respect of these ESF Shares were received.

As at 18 April 2001, being the last dealing day prior to commencement of the
Offer Period, RBS and persons deemed to be acting in concert with RBS for the
purposes of the Offer, owned or controlled 623,194 ESF Shares, representing
approximately 4.0 per cent. of the entire issued ordinary share capital of
ESF.

As at 3.00pm on 11 September 2001, RBS and persons deemed to be acting in
concert with RBS for the purposes of the Offer, owned or controlled 2,520,992
ESF Shares, representing approximately 16.3 per cent. of the entire issued
ordinary share capital of ESF.  This total includes 413,879 ESF Shares,
representing approximately 2.7 per cent. of the entire issued ordinary share
capital of ESF which have been accepted to the Offer by persons deemed to be
acting in concert with RBS for the purposes of the Offer.

Therefore, as at 3.00pm on 11 September 2001, RBS and persons who are deemed
to be acting in concert with RBS for the purposes of the Offer owned,
controlled or had received valid acceptances in respect of a total of
13,644,834 ESF Shares, representing approximately 88.3 per cent. of the entire
issued ordinary share capital of ESF.


In line with an agreement between RBS and the Panel, RBS had provisionally,
for the purposes of disclosure of interests and dealings in ESF Shares in the
Offer Document, only made enquiries of its wholly-owned subsidiaries and no
enquiries had been made of other members of the RBS Group or other persons who
may be considered by the Panel to be acting in concert with RBS.  Enquiries of
such other members of the RBS Group and persons who may be considered to be
acting in concert with RBS have now been made and the findings have been
separately discussed with the Panel.  The Panel has agreed that no separate
disclosure announcement is required based on the materiality of these
findings.  The 623,194 ESF Shares disclosed in this announcement as being
owned or controlled, as at 18 April 2001, by RBS and persons deemed to be
acting in concert with RBS for the purposes of the Offer now includes the
holdings of such other members of the RBS Group and other persons considered
by the Panel to be acting in concert with RBS.

One of the ESF Shareholders who had given RBS a letter of intent has
acknowledged that there was an error in the number of ESF Shares referred to
in its letter of intent.  The actual number of shares in respect of which RBS
had received letters of intent is 5,099,170, representing approximately 33.0
per cent. of the entire issued ordinary share capital of ESF.  These shares
have now either been accepted to the Offer, or acquired by RBS or persons
deemed to be acting in concert with RBS.

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 and                            Tel: [phone]
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.



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.



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.