TIDM83NF
RNS Number : 4769T
Natwest Markets PLC
24 November 2021
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1)
OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF
DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S.
PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS DOCUMENT
24 November 2021
NatWest Markets Plc (Legal Entity Identifier:
RR3QWICWWIPCS8A4S074) (the "Issuer") has today launched an
invitation to the holders of the outstanding securities detailed
below (the "Securities") to tender any and all such Securities for
purchase by the Issuer for cash (each such invitation an "Offer"
and, together, the "Offers"). The Offers are made on the terms and
subject to the conditions set out in the Tender Offer Memorandum
dated 24 November 2021 (the "Tender Offer Memorandum") and are
subject to the offer and distribution restrictions set out below
and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer and
distribution restrictions) available from the Tender Agent as set
out below. Securityholders are advised to read carefully the Tender
Offer Memorandum for full details of, and information on the
procedures for participating in, the Offers. Capitalised terms used
and not otherwise defined in this announcement have the meanings
given to them in the Tender Offer Memorandum.
Aggregate Amount subject
Description Principal Purchase to the relevant
of Securities ISIN Amount Outstanding Price Offer
---------------------- ------------- -------------------- ----------- -----------------
GBP175,000,000 XS0116447599 GBP30,411,000 115.50 per Any and all
Fixed Rate cent.
Undated Subordinated
Notes
GBP350,000,000 XS0138939854 GBP18,813,000 114.00 per Any and all
Fixed Rate cent.
Undated Subordinated
Notes
EUR144,400,000 XS0357281046 EUR144,400,000 113.50 per Any and all
Euro-zone cent.
Inflation
Indexed Notes
due 23 April
2023
(each a "Series" and together the "Securities")
THE OFFERS COMMENCE ON 24 NOVEMBER 2021 AND WILL EXPIRE AT 4.00
P.M. (LONDON TIME) ON 1 DECEMBER 2021 (THE "EXPIRATION DEADLINE"),
UNLESS AMED, EXTED, RE-OPENED, WITHDRAWN OR TERMINATED AT THE SOLE
AND ABSOLUTE DISCRETION OF THE ISSUER. TER INSTRUCTIONS, ONCE
SUBMITTED, MAY, IN PRINCIPLE, NOT BE WITHDRAWN EXCEPT IN THE
LIMITED CIRCUMSTANCES OUTLINED IN THE TER OFFER MEMORANDUM.
Custodians, Direct Participants and Clearing Systems will have
deadlines for receiving instructions prior to the Expiration
Deadline and holders should contact any intermediary through which
they hold their Securities as soon as possible to ensure proper and
timely delivery of instructions.
Rationale for the Offers
The Issuer is providing the holders of the Securities with an
opportunity to have their Securities repurchased while maintaining
a responsible approach to the management of the Issuer's capital
position. The Issuer will continue to meet all of its capital
requirements irrespective of the outcome of the Offers.
Amount subject to the Offers
If, in respect of any Series, the Issuer decides to accept any
Securities of such Series validly tendered for purchase pursuant to
the relevant Offer, the Issuer intends to accept all validly
tendered Securities of such Series for purchase in full with no pro
rata scaling. The Issuer is not under any obligation to accept for
purchase any Securities tendered pursuant to any Offer. The
acceptance for purchase by the Issuer of Securities tendered
pursuant to each Offer is at the sole and absolute discretion of
the Issuer and tenders may be rejected by the Issuer for any
reason.
Purchase Price and Accrued Interest
The price payable in respect of the Securities accepted for
purchase (in respect of each Series, the "Purchase Price") is set
out in the table above, and is expressed as a percentage of the
principal amount of the relevant Securities.
In respect of any GBP-denominated Securities accepted for
purchase, the Issuer will also pay an amount equal to any accrued
and unpaid interest on the relevant GBP-denominated Securities
from, and including, the applicable interest payment date for such
GBP-denominated Securities immediately preceding the Settlement
Date up to, but excluding, the Settlement Date.
Accrued interest on the EUR-denominated Securities cannot be
calculated prior to the Settlement Date, and as a consequence the
Issuer will not pay any amount in respect of accrued and unpaid
interest on any EUR-denominated Securities accepted for purchase
pursuant to the relevant Offer.
The Settlement Date is expected to be 3 December 2021.
Securities repurchased by the Issuer pursuant to the Offers will
be immediately cancelled. Securities which have not been validly
tendered and accepted for purchase pursuant to the Offers will
remain outstanding after the Settlement Date.
Total Consideration
The total consideration payable to each Securityholder in
respect of Securities validly submitted for tender and accepted for
purchase by the Issuer will be an amount in cash equal to (i) the
Purchase Price for the relevant Securities multiplied by the
aggregate principal amount of Securities tendered and delivered by
such Securityholder and accepted by the Issuer for purchase
(rounded to the nearest GBP0.01 or EUR0.01, as applicable, with
half a penny or half a cent, as applicable, being rounded upwards),
(ii) plus, in respect of the GBP-denominated Securities only, the
Accrued Interest Payment in respect of such GBP-denominated
Securities.
Amendment and Termination
The Issuer reserves the right, in its sole and absolute
discretion, to extend, re-open, withdraw or terminate the Offers
and to amend or waive any of the terms and conditions of the Offers
at any time following the announcement of the Offers, as described
in the Tender Offer Memorandum. Details of any such extension,
re-opening, withdrawal, termination, amendment or waiver will be
notified to the Securityholders as soon as possible after such
decision.
Participation in the Offers
A tender of Securities for purchase may only be made by the
submission of a valid Tender Instruction in accordance with the
detailed procedures specified in the Tender Offer Memorandum.
Indicative Timetable for the Offer
This is an indicative timetable showing one possible outcome for
the timing of the Offers based on the dates in the Tender Offer
Memorandum. This timetable is subject to change and dates and times
may be extended or amended by the Issuer in accordance with the
terms of the Offers as described in the Tender Offer Memorandum.
Accordingly, the actual timetable may differ significantly from the
timetable below.
Date Action
------------------ --------------------------------------------------------------------------------------------------
24 November 2021 Commencement of the Offers
Offers announced by way of announcements on the relevant Notifying News Service(s), through
the Clearing Systems and via RNS.
Tender Offer Memorandum available from the Tender Agent.
1 December 2021 Expiration Deadline
4.00 p.m., Deadline for receipt by the Tender Agent of all Tender Instructions in order for Securityholders
to be able to participate in the Offers.
London time
As soon as Announcement of Result of Offers
reasonably Announcement of the Issuer's decision whether to accept valid tenders of Securities for purchase
practicable on 2 pursuant to the Offers to Securityholders.
December 2021
Details of:
(i) the aggregate principal amount of the Securities of each Series validly tendered and accepted
for purchase pursuant to the relevant Offer(s); and
(ii) the principal amount of Securities of each Series that will remain outstanding after
the Settlement Date,
distributed by way of announcements on the relevant Notifying News Service(s), through the
Clearing Systems and via RNS.
3 December 2021 Settlement Date
Expected Settlement Date for the Offers to Securityholders. Payment of Purchase Consideration
and, in respect of the GBP-denominated Securities only, Accrued Interest Payment in respect
of the Offers.
Unless stated otherwise, announcements in connection with the
Offers will be made via RNS
(http://www.londonstockexchange.com/exchange/news/market-news/market-newshome.html).
Such announcements may also be made by (i) the issue of a press
release to a Notifying News Service and (ii) the delivery of
notices to the Clearing Systems for communication to Direct
Participants. Copies of all such announcements, press releases and
notices can also be obtained from the Tender Agent, the contact
details for whom are on the last page of this announcement.
Significant delays may be experienced where notices are delivered
to the Clearing Systems or sent by post and Securityholders are
urged to contact the Tender Agent for the relevant announcements
relating to the Offers.
Tender Instructions
To tender Securities, a holder of Securities should deliver, or
arrange to have delivered on its behalf, via the relevant Clearing
System and in accordance with the requirements of such Clearing
System, a valid Tender Instruction that is received in each case by
the Tender Agent by the Expiration Deadline.
Securityholders are advised to check with any bank, securities
broker or other intermediary through which they hold Securities
when such intermediary would require to receive instructions from a
Securityholder in order for that Securityholder to be able to
participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, the Offers before the deadline specified in the Tender Offer
Memorandum. The deadline set by any such intermediary and each
Clearing System for the submission of Tender Instructions will be
earlier than the deadline specified in the Tender Offer
Memorandum.
The tendering of Securities in the relevant Offers will be
deemed to have occurred upon receipt by the Tender Agent via the
relevant Clearing System of a valid Tender Instruction submitted in
accordance with the requirements of such Clearing System. The
receipt of such Tender Instruction by the relevant Clearing System
will be acknowledged in accordance with the standard practices of
such Clearing System and will result in the blocking of the
relevant Securities in the Securityholder's account at the relevant
Clearing System so that no transfers may be effected in relation to
such Securities.
Securityholders must take the appropriate steps through the
relevant Clearing System so that no transfers may be effected in
relation to such blocked Securities at any time after the date of
submission of such Tender Instruction, in accordance with the
requirements of the relevant Clearing System and the deadlines
required by such Clearing System. By blocking such Securities in
the relevant Clearing System, each Direct Participant will be
deemed to consent to have the relevant Clearing System provide
details concerning such Direct Participant's identity to the Tender
Agent (and for the Tender Agent to provide such details to the
Issuer and the Sole Dealer Manager, and their respective legal
advisers).
Only Direct Participants may submit Tender Instructions. Each
Securityholder that is not a Direct Participant must arrange for
the Direct Participant through which it holds the relevant
Securities to submit a Tender Instruction on its behalf to the
relevant Clearing System by the deadlines specified by such
Clearing System.
A Tender Instruction may only be revoked by a Securityholder, or
the relevant Direct Participant on its behalf, in the limited
circumstances described in the Tender Offer Memorandum by
submitting a valid electronic revocation instruction to the
relevant Clearing System. To be valid, such instruction must
specify the Securities to which the original Tender Instruction
related, the securities account to which such Securities are
credited and any other information required by the relevant
Clearing System.
Securityholders are advised to check with any bank, securities
broker or other intermediary through which they hold Securities
whether such intermediary needs to receive instructions from a
Securityholder before the deadline specified in the Tender Offer
Memorandum in order for that Securityholder to be able to
participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, the Offers. The deadline set by any intermediary for the
submission and withdrawal of Tender Instructions will also be
earlier than the deadline specified in the Tender Offer
Memorandum.
Securityholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offers.
NatWest Markets Plc is acting as Sole Dealer Manager for the
Offers and Lucid Issuer Services Limited is acting as the Tender
Agent.
Questions and requests for assistance in connection with the
Offers may be directed to the Sole Dealer Manager.
THE STRUCTURING ADVISER AND SOLE DEALER MANAGER
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
Telephone: +44 20 7678 5222
Attention: Liability Management
Email: NWMLiabilityManagement@natwestmarkets.com
Questions and requests for assistance in connection with the
delivery of Tender Instructions, or requests for copies of the
Tender Offer Memorandum or related documents, which may be obtained
free of charge, may be directed to the Tender Agent.
THE TER AGENT
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
Telephone: +44 207 704 0880
Attention: David Shilson
Email: natwest@lucid-is.com
This announcement is released by NatWest Markets Plc and
contains information that qualified as inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
("MAR") as it forms part of domestic law of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018, encompassing
information relating to the Offers described above. For the
purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055 as it forms part of UK retained law, this
announcement is made by Paul Pybus, Head of Debt Investor
Relations, on behalf of NatWest Markets Plc.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offers.
If you are in any doubt as to the contents of this announcement or
the Tender Offer Memorandum or the action you should take, you are
recommended to seek your own financial, tax and legal advice,
including as to any tax consequences, immediately from your broker,
bank manager, solicitor, accountant or other independent financial
or legal adviser. Any individual or company whose Securities are
held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee or intermediary must contact such entity
if it wishes to participate in the Offers. None of the Issuer, the
Sole Dealer Manager or the Tender Agent is providing
Securityholders with any legal, business, tax or other advice in
this announcement or the Tender Offer Memorandum. Securityholders
should consult with their own advisers as needed to assist them in
making an investment decision and to advise them whether they are
legally permitted to participate in the Offers.
None of the Sole Dealer Manager, the Issuer or the Tender Agent
(or any of their respective directors, officers, employees, agents
or affiliates) makes any recommendation whatsoever or regarding
this announcement, the Tender Offer Memorandum or the Offers or
whether any Securityholder should submit Tender Instructions or
refrain from doing so, and no one has been authorised by any of
them to make any such recommendation. Neither the Sole Dealer
Manager nor the Tender Agent (or any of their respective directors,
officers, employees, agents or affiliates) makes any representation
or assumes any responsibility for: (a) the accuracy or completeness
of the information concerning the Offers, the Issuer or the
Securities contained in this announcement or in the Tender Offer
Memorandum or for any failure by the Issuer to disclose events that
may have occurred and may affect the significance or accuracy of
the information in this announcement or the Tender Offer
Memorandum; or (b) any acts or omissions of the Issuer or any other
person in connection with this announcement, the Tender Offer
Memorandum, the Offers or the Securities. None of the Sole Dealer
Manager, the Issuer or the Tender Agent (or any of their respective
directors, officers, employees, agents or affiliates) has expressed
any opinion as to whether the terms of the Offers are fair.
Offer and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum
constitutes an invitation to participate in the Offers in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Tender Offer Memorandum comes
are required by each of the Issuer, the Sole Dealer Manager and the
Tender Agent to inform themselves about and to observe any such
restrictions.
United States
The Offers are not being made and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States
or to any U.S. Person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (each a "U.S. Person")).
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. Accordingly, copies of this announcement,
the Tender Offer Memorandum and any other documents or materials
relating to the Offers are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States or to a U.S. Person and
the Securities cannot be tendered in the Offers by any such use,
means, instrumentality or facility or from or within or by persons
located or resident in the United States or by any U.S. Person. Any
purported tender of Securities in the Offers resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Securities made by a person located in
the United States, a U.S. Person, by any person acting for the
account or benefit of a U.S. Person, or by any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be
invalid and will not be accepted.
Each holder of Securities participating in an Offer will
represent that it is not a U.S. Person located in the United States
and is not participating in such Offer from the United States, or
it is acting on a non-discretionary basis for a principal located
outside the United States that is not giving an order to
participate in such Offer from the United States and who is not a
U.S. Person. For the purposes of this and the above paragraph,
"United States" means the United States of America, its territories
and possessions (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
United Kingdom
This announcement and the Tender Offer Memorandum have been
issued by NatWest Markets Plc of 36 St Andrew Square, Edinburgh EH2
2YB, United Kingdom, which is authorised and regulated by the
Financial Conduct Authority (the FCA) and the Prudential Regulation
Authority. This announcement and the Tender Offer Memorandum are
being distributed only to existing Securityholders, and is only
addressed to such existing Securityholders in the United Kingdom
where they would (if they were clients of the Issuer) be per se
professional clients or per se eligible counterparties of the
Issuer within the meaning of the FCA rules. This announcement and
the Tender Offer Memorandum are not addressed to or directed at any
persons who would be retail clients within the meaning of the FCA
rules and any such persons should not act or rely on it. Recipients
of this announcement and the Tender Offer Memorandum should note
that the Issuer is acting on its own account in relation to the
Offers and will not be responsible to any other person for
providing the protections which would be afforded to clients of the
Issuer or for providing advice in relation to the Offers.
In addition, this announcement, the Tender Offer Memorandum and
any other documents or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom.
The communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order")) or persons who are within Article 43(2) of the Financial
Promotion Order (which includes an existing creditor of the Issuer
and, therefore, includes the Securityholders) or any other persons
to whom it may otherwise lawfully be made under the Financial
Promotion Order.
France
The Offers are not being made, directly or indirectly, in the
Republic of France ("France") other than to qualified investors
(investisseurs qualifiés) as defined in Article L.411-2 1deg of the
French Code monétaire et financier. Neither this announcement, the
Tender Offer Memorandum nor any other documents or materials
relating to the Offers have been or shall be distributed in France
other than to qualified investors (investisseurs qualifiés) and
only qualified investors (investisseurs qualifiés) are eligible to
participate in the Offers. This announcement, the Tender Offer
Memorandum and any other document or material relating to the
Offers have not been and will not be submitted for clearance to nor
approved by the Autorité des marchés financiers.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offers have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority and,
accordingly, the Offers may not be made in Belgium by way of a
public offering, as defined in Article 3 of the Belgian Law of 1
April 2007 on public takeover bids, as amended or replaced from
time to time. Accordingly, the Offers may not be advertised and the
Offers will not be extended, and neither this announcement, the
Tender Offer Memorandum nor any other documents or materials
relating to the Offers (including any memorandum, information
circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any
person in Belgium other than "qualified investors" within the
meaning of Article 10 of the Belgian Law of 16 June 2006 on public
offerings of investment instruments and the admission of investment
instruments to trading on regulated markets (as amended from time
to time).
Italy
None of the Offers, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offers have been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa ("CONSOB").
The Offers are being carried out in the Republic of Italy as an
exempted offers pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999.
Securityholders, or beneficial owners of the Securities, can
tender some or all of their Securities pursuant to the Offers
through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Securities or the Offers.
General
Neither this announcement, the Tender Offer Memorandum nor the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Securities (and tenders of
Securities for purchase pursuant to the Offers will not be accepted
from Securityholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and any of the Sole Dealer Manager or any
of its affiliates is such a licensed broker or dealer in any such
jurisdiction, such Offer shall be deemed to be made by the Sole
Dealer Manager or such affiliate, as the case may be, on behalf of
the Issuer in such jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Securityholder participating in an Offer
will be deemed to give certain representations in respect of the
other jurisdictions referred to above and generally as described in
the Tender Offer Memorandum. Any tender of Securities for purchase
pursuant to the Offers from a Securityholder that is unable to make
these representations will not be accepted.
Each of the Issuer, the Sole Dealer Manager and the Tender Agent
reserves the right, in its sole and absolute discretion, to
investigate, in relation to any tender of Securities for purchase
pursuant to an Offer, whether any such representation given by a
Securityholder is correct and, if such investigation is undertaken
and as a result the Issuer determines (for any reason) that such
representation is not correct, such tender or submission may be
rejected.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENUSAURABUAUAA
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