Royal Bank of Scotland Group PLC is in talks with shareholders to gauge the appetite for a potential rights offering, two people familiar with the talks said.

The bank held the discussions last week, said the people, who declined to be identified because the negotiations are still at an early stage. RBS may raise as much as $8.1 billion, one of the people said.

The U.K. government's stake in the Edinburgh company is set to increase to more than 80% under the terms of the Asset Protection Scheme, the U.K.'s toxic asset insurance program. RBS Chief Executive Stephen Hester is seeking to limit that increase by raising cash from investors, one of the people said.

RBS raised $20 billion in a rights offer in June 2008 following its purchase of ABN Amro Holding NV.

A spokeswoman for RBS declined to comment on the discussions.

Lloyds Banking Group PLC is also considering a share sale to reduce its reliance on the U.K. government, which owns a 43% stake in the company. RBS and Lloyds may both be forced by the European Union to sell assets and branches as a consequence of gaining state aid.

"It's not surprising that RBS want to raise capital, as they don't want to become more and more beholden to the government," said Colin Morton, an asset manager at Rensburg Fund Management in Leeds, England.

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