Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 30 2021 - 9:22AM
Edgar (US Regulatory)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For
March 30, 2021
Commission
File Number: 001-10306
NatWest
Group plc
RBS,
Gogarburn, PO Box 1000
Edinburgh
EH12 1HQ
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F X Form 40-F
___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule
101(b)(1):_________
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule
101(b)(7):_________
Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ___
No X
If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
________
The following information was issued as Company announcements
in London, England and is furnished pursuant to General Instruction
B to the General Instructions to Form
6-K:
March
30, 2021
NATWEST GROUP PLC - RESULTS OF TENDER OFFERS FOR CERTAIN OF ITS
OUTSTANDING NOTES
NatWest
Group plc (the "Offeror") is today announcing the results of its
previously announced cash tender offers (each, an "Offer" and,
together, the "Offers") for any and all of certain series of its
U.S. dollar denominated notes set out in the table below (the
"Notes").
The Offers were made on the terms and subject to the conditions set out in the offer to purchase dated March
23, 2021 (the "Offer to Purchase") and the related Notice of Guaranteed
Delivery (together, the "Offer Documents"). Capitalized terms not otherwise defined in this announcement have the same meaning as in the Offer to Purchase.
Based
on information provided by the Tender Agent, $2,154,636,000 in
aggregate principal amount of the Notes were validly tendered and
not validly withdrawn by 5:00 p.m., New York City time, on March
29, 2021 (the "Expiration Deadline"), as more fully set forth
below. The Offeror has accepted all Notes that were validly
tendered and not validly withdrawn prior to the Expiration
Deadline. In addition, $16,116,000 in aggregate principal amount of
the Notes were tendered using the guaranteed delivery procedures.
The Settlement Date is expected to be March 31, 2021 and the
Guaranteed Delivery Settlement Date is expected to be April 1,
2021. For the avoidance of doubt, Holders whose Notes are tendered
and purchased pursuant to the Guaranteed Delivery Procedures will
not receive payment in respect of any interest or any distribution,
as the case may be, for the period from and including the
Settlement Date to the Guaranteed Delivery Settlement
Date.
The
Offeror estimates the impact of this transaction will be a charge
to income in its Q1 2021 results of approximately £118
million, with the final charge dependent on foreign exchange
movements until the Settlement Date. After taking into account the
estimated effect of taxation, and based on risk weighted assets of
£170 billion as reported for December 31, 2020, this would
equate to a reduction in the Offeror's CET1 capital ratio of
approximately 5 bps.
The
table below sets forth, among other things, the principal amount of
each series of Notes validly tendered and not validly withdrawn at
or prior to the Expiration Deadline:
|
Title of Security
|
Issuer
|
ISIN/CUSIP
|
Principal Amount Outstanding(1)
|
Aggregate Principal Amount Tendered Excluding Notes Tendered Using
Guaranteed Delivery Procedures
|
Aggregate
Principal Amount Tendered Using Guaranteed Delivery
Procedures
|
Purchase Price(2)
|
|
6.425%
Non-Cumulative Trust Preferred Securities ("Trust Securities")
|
RBS
Capital Trust II
|
US74927PAA75
74927PAA7
|
$137,685,000
|
$100,747,000
|
$32,000
|
$1,459.91
|
|
7.648%
Dollar Perpetual Regulatory tier One Securities, Series 1
("PROs")
|
The
Royal Bank of Scotland Group plc(3)
|
US780097AH44
780097AH4
|
$130,205,000
|
$58,036,000
|
$4,814,000
|
$1,466.33
|
|
6.125%
Subordinated Tier 2 Notes due 2022 ("2022 Notes")
|
The
Royal Bank of Scotland Group plc (3)
|
US780099CE50
780099CE5
|
$1,615,576,000
|
$311,371,000
|
$875,000
|
$1,090.10
|
|
6.100%
Subordinated Tier 2 Notes due 2023 ("2023 Notes I")
|
The
Royal Bank of Scotland Group plc(3)
|
US780097AY76
780097AY7
|
$544,194,000
|
$76,459,000
|
$2,394,000
|
$1,111.54
|
|
6.000%
Subordinated Tier 2 Notes due 2023 ("2023 Notes II")
|
The
Royal Bank of Scotland Group plc(3)
|
US780097AZ42
780097AZ4
|
$2,000,000,000
|
$600,132,000
|
$5,516,000
|
$1,132.36
|
|
5.125%
Subordinated Tier 2 Notes due 2024 ("2024 Notes")
|
The
Royal Bank of Scotland Group plc(3)
|
US780099CH81
780099CH8
|
$2,250,000,000
|
$1,007,891,000
|
$2,485,000
|
$1,119.09
|
(1)
As of the
commencement date of the Offers; excludes $512,315,000 principal
amount of 6.425% Non-Cumulative Trust Preferred Securities, which
are held by the Offeror as of the date hereof and are deemed not to
be outstanding.
(2)
Per $1,000
principal amount of the Notes validly tendered and accepted for
purchase.
(3)
Currently NatWest
Group plc.
FURTHER INFORMATION
Lucid
Issuer Services Limited acted as tender agent for the Offers.
NatWest Markets Securities Inc., an affiliate of the Offeror, acted
as Global Arranger and Lead Dealer Manager and Citigroup Global
Markets Limited, Merrill Lynch International, Morgan Stanley &
Co. LLC and UBS Securities LLC (together with NatWest Markets
Securities Inc.) acted as Dealer Managers. Questions regarding the
Offers should be directed to NatWest Markets Securities Inc. at +44
20 7678 5222, +1 203 897 6166 (U.S.) or +1 866 884 2071 (U.S. Toll
Free), Citigroup Global Markets Limited at +44 20 7986 8969 (UK),
+1 212 723 6106 (U.S.) or +1 800 558 3745 (U.S. Toll Free), Merrill
Lynch International at +44 20 7996 5420 (London), +1 888 292 0070
(U.S. Toll Free) or +1 980 387 3907 (U.S.), Morgan Stanley &
Co. LLC at +44 20 7677 5040 (Europe), +1 800 624 1808 (U.S. Toll
Free) or +1 212 761 1057 (U.S.) and UBS Securities LLC at +44 20
7568 1121 (Europe), +1 888 719-4210 (U.S. Toll Free) or + 1 203 719
4210 (U.S.).
FORWARD-LOOKING STATEMENTS
From time to time, we may make statements, both
written and oral, regarding our assumptions, projections,
expectations, intentions or beliefs about future events.
These statements constitute "forward-looking statements". We
caution that these statements may and often do vary materially from
actual results. Accordingly, we cannot assure you that actual
results will not differ materially from those expressed or implied
by the forward-looking statements. You should read the sections
entitled "Risk
Factors" in the Offer to
Purchase, in our Annual Report and "Forward-Looking
Statements" in our Annual
Report.
Any
forward-looking statements made herein or in the documents
incorporated by reference herein speak only as of the date they are
made. Except as required by the U.K. Financial Conduct Authority
(the "FCA"), any applicable stock exchange or any applicable law,
we expressly disclaim any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statement
contained in the Offer to Purchase or the documents incorporated by
reference herein to reflect any changes in expectations with regard
thereto or any new information or any changes in events, conditions
or circumstances on which any such statement is based. The reader
should, however, consult any additional disclosures that we have
made or may make in documents we have filed or may file with the
SEC.
|
Legal Entity Identifiers
|
|
|
NatWest
Group plc
|
2138005O9XJIJN4JPN90
|
Date: 30
March 2021
|
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NATWEST
GROUP plc (Registrant)
|
|
|
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By: /s/
Jan Cargill
|
|
|
|
|
|
Name:
Jan Cargill
|
|
|
Title:
Chief Governance Officer and Company Secretary
|
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