Securities Registration (section 12(b)) (8-a12b)
June 14 2021 - 11:35AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NatWest Group plc
(Exact name of registrant as specified in its charter)
United Kingdom
(State of incorporation
or organization)
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None
(I.R.S. Employer
Identification No.)
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Gogarburn
PO Box 1000
Edinburgh EH12 1HQ
United Kingdom
(Address of principal executive offices)
Title
of each class
to be so registered
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Name
of each exchange on which
each class is to be registered
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$1,500,000,000 1.642% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027
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New York Stock Exchange
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____________________________
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. : ☒
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this form
relates: 333-251220
Securities to be registered pursuant to Section 12(g) of the Act:
None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The Registrant has filed with the Commission pursuant
to Rule 424(b) under the Securities Act of 1933 a prospectus supplement dated June 9, 2021 (the “Prospectus Supplement”) to
a Prospectus dated December 9, 2020 (the “Prospectus”) relating to the securities to be registered hereunder included in
the Registrant’s automatic shelf Registration Statement on Form F-3 (File No. 333-251220), which became automatically effective
on December 9, 2020. The Registrant incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.
Item 1. Description of Registrant’s Securities
to be Registered
The information required by this item is incorporated
herein by reference to the information contained in the sections captioned “Description of Debt Securities” on pages 2 through
10 of the Prospectus, and “Description of the Senior Notes” on pages S-21 through S-29 and “U.K. and U.S. Federal Tax
Consequences”, on pages S-30 through S-32 of the Prospectus Supplement.
Item 2. Exhibits
Pursuant to the Instructions as to Exhibits with
respect to Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement.
4.1
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Amended and Restated Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of December 13, 2017 (incorporated herein by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form F-3 (File No. 001-10306) filed with the Commission on December 13, 2017).
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4.2
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Eighth Supplemental Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of June 14, 2021.
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4.3
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Form of Global Note for the $1,500,000,000 1.642% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027 (included in Exhibit 4.2 hereof).
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99.1
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Prospectus and the Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filings under Rule 424(b) filed with the Commission on December 9, 2020 and June 9, 2021, respectively).
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto
duly authorized.
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NatWest Group plc
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(Registrant)
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Date: June 14, 2021
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By:
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/s/ Mark Stevens
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Name:
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Mark Stevens
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Title:
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Assistant Secretary
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EXHIBIT INDEX
Exhibit
No.
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Description of Exhibit
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4.1
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Amended and Restated Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of December 13, 2017 (incorporated herein by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form F-3 (File No. 001-10306) filed with the Commission on December 13, 2017).
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4.2
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Eighth Supplemental Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of June 14, 2021.
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4.3
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Form of Global Note for the $1,500,000,000 1.642% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027 (included in Exhibit 4.2 hereof).
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99.1
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Prospectus and the Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filings under Rule 424(b) filed with the Commission on December 9, 2020 and June 9, 2021, respectively).
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