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


EMBARGOED UNTIL 7.00AM
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')



In connection with the recommended cash offer by Hawkpoint on behalf of RBS of
440 pence per ESF Share, the Board of RBS announces that the formal offer
document and form of acceptance relating to the Offer were posted yesterday to
the shareholders of ESF and, for information only, to participants in the ESF
Share Schemes.



Enquiries:

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

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

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