UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934 

 

(Amendment No. 9) 

 

 

 

NatWest Group plc

(Name of Issuer)

 

 

 

Ordinary Shares

(Title of Class of Securities)

 

 

 

(CUSIP Number)

 

 

 

Peter King 

1 Horse Guards Road

London

SW1A 2HQ

(+44) 20 7270 5666

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

 

 

May 13, 2021

(Date of Event Which Requires Filing of this Statement)

 

HM Treasury;

UK Government Investments Ltd

Names of Reporting Persons

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

Explanatory note : In lieu of providing the information called for by Schedule 13D, Her Majesty's Treasury is furnishing a copy of “TR-1: Notification of Major Interest in Shares”, which is the standard form for any notification required to be delivered under the UK Disclosure Guidance and Transparency Rules to (among others) an issuer whose shares are admitted to trading on a UK regulated market (and to the UK Financial Conduct Authority) following the acquisition or disposal of certain interests in the shares or voting rights in such issuer. This modified Schedule 13D is filed pursuant to no-action relief granted by the Staff of the Securities and Exchange Commission in a no-action letter dated December 10, 2008.

  

 

 

 

 

 

TR-1: Standard form for notification of major holdings

 

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i
 
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: NatWest Group plc
1b. Please indicate if the issuer is a non-UK issuer  (please mark with an “X” if appropriate)
Non-UK issuer  
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights x
An acquisition or disposal of financial instruments  
An event changing the breakdown of voting rights  
Other (please specify)iii:  
3. Details of person subject to the notification obligationiv
Name The Commissioners of Her Majesty’s Treasury
City and country of registered office (if applicable) London, England
4. Full name of shareholder(s) (if different from 3.)v
Name The Solicitor for the Affairs of Her Majesty’s Treasury
City and country of registered office (if applicable) London, England
5. Date on which the threshold was crossed or reachedvi: 11 May 2021
6. Date on which issuer notified (DD/MM/YYYY): 11 May 2021
7. Total positions of person(s) subject to the notification obligation
  % of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B) Total number of voting rights of issuervii
Resulting situation on the date on which threshold was crossed or reached 54.75%   54.75% 46,307,677,708

Position of previous notification (if

applicable)

59.76%   59.76%  
             

    1

 

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii
A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rightsix % of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Ordinary Shares of £1 each GB00B7T77214 25,355,012,776   54.75%  
         
         
SUBTOTAL 8. A 25,355,012,776 54.75%

  

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrument Expiration
date
x
Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights
         
         
         
    SUBTOTAL 8. B 1    
 
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument Expiration
date
x
Exercise/
Conversion Period
xi

Physical or cash

settlementxii

Number of voting rights % of voting rights
           
           
           
      SUBTOTAL 8.B.2    
             

    2

 

 

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii  
Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)
x
Namexv % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher than the notifiable threshold Total of both if it equals or is higher than the notifiable threshold

UK Government Investments Limited, a company wholly-owned by Her Majesty’s Treasury, is entitled to exercise control over the voting rights which are the subject of this notification (pursuant to certain management arrangements agreed with Her Majesty’s Treasury).

 

The Solicitor for the Affairs of Her Majesty’s Treasury is acting as nominee for Her Majesty’s Treasury.

The Commissioners of Her Majesty’s Treasury 54.75%   54.75%
       
       
       
                 

  

10. In case of proxy voting, please identify:
Name of the proxy holder  
The number and % of voting rights held  
The date until which the voting rights will be held  
 
11. Additional informationxvi

The Solicitor for the Affairs of Her Majesty’s Treasury is acting as nominee for Her Majesty’s Treasury.

 

The percentage of voting rights held, as shown on this form (54.75%), represents voting rights held in NatWest Group plc (NWG) following the sale by Her Majesty’s Treasury of 580,000,000 ordinary shares of £1 each in NWG on 11 May 2021.  Settlement is due to take place on 13 May 2021.

                             

  

  Place of completion London, England
  Date of completion 11 May 2021

 

Legal Entity Identifier: 2138005O9XJIJN4JPN90

 

    3

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: May 13, 2021

 

 

  Her Majesty’s Treasury, a department of Her Majesty’s Government of the United Kingdom of Great Britain and Northern Ireland
   
  By: /s/ Jonathan Edwards
    Name: Jonathan Edwards
    Title: Deputy Director, Banking Assets and Resolution Strategy
   
  UK Government Investments Ltd
   
  By: /s/ Robert Razzell
    Name: Robert Razzell
    Title: Chief Financial Officer, UKGI