RNS Number:2785T
First Active PLC
15 December 2003

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM UNITED STATES, AUSTRALIA, CANADA OR JAPAN

First Active plc

15 December 2003

     Recommended Acquisition of First Active plc by Ulster Bank Limited, a
        wholly-owned subsidiary of The Royal Bank of Scotland Group plc

by means of a Scheme of Arrangement under Section 201 of the Companies Act, 1963
of Ireland



                            COURT APPROVAL RECEIVED



First Active plc ('First Active') announces that the High Court has sanctioned
the Scheme at today's hearing and has also confirmed the reduction of capital
associated with the Scheme.

The Scheme will become effective upon the issue by the Registrar of Companies of
a certificate of registration of the Court Order. This is expected to occur on 5
January 2004.



Expected Timetable of Principal Events


Event                                                           Time and/or date

Last day of dealings in First Active Shares *                     2 January 2004

Scheme Record Time *                                   6.00 pm on 2 January 2004

Effective Date of the Scheme *                                    5 January 2004

Cancellation of listing by Irish Stock Exchange 
and UK Listing Authority and of trading on Irish 
Stock Exchange and London Stock Exchange markets 
for listed securities of First Active Shares*                     5 January 2004

Payments credited to CREST accounts in respect 
of First Active Shares held in uncertificated form 
(as appropriate)*                                             By 19 January 2004

Despatch of payment in respect of First Active 
Shares held in certificated form (as appropriate)*            By 19 January 2004

                                                              

* These dates and times are indicative only and will depend on the date on which
the Court Order and the relevant minute is delivered to the Registrar of
Companies and registered by him.

Responsibility Statement

The directors of First Active accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
directors of First Active, the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the import
of such information.

The directors of RBS accept responsibility for the information contained in this
announcement insofar as it relates to members of the RBS Group. To the best of
the knowledge and belief of the directors of RBS, the information contained in
this announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.

JPMorgan and Davy Corporate Finance are acting for First Active and no-one else
in connection with the Acquisition and will not be responsible to anyone other
than First Active for providing the protections afforded to clients of JPMorgan
and Davy Corporate Finance or for providing advice in relation to the
Acquisition.

Merrill Lynch is acting for RBS and no-one else in connection with the
Acquisition and will not be responsible to anyone other than RBS for providing
the protections afforded to clients of Merrill Lynch or for providing advice in
relation to the Acquisition.

 Terms defined in the Scheme Circular have the same meaning in this
announcement.

 Enquiries:


JPMORGAN

Terence Eccles

Alexander Justham

                                                     Telephone: +44 20 7742 4000

DAVY CORPORATE FINANCE

Hugh McCutcheon

Eugenee Mulhern

                                                      Telephone: +353 1 679 6363

GIBNEY COMMUNICATIONS

(PR Advisers to First Active)

Ita Gibney

Jamie Kennedy

                                                      Telephone: +353 1 661 0402

THE ROYAL BANK OF SCOTLAND

Howard Moody (Press Enquiries)

Richard O'Connor (Investor Relations)

                                                     Telephone: +44 131 523 2056

                                                     Telephone: +44 20 7672 1758

MERRILL LYNCH

Matthew Greenburgh

Henrietta Baldock

                                                     Telephone: +44 20 7628 1000



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