TIDMNWG
RNS Number : 9581Y
NatWest Group plc
14 September 2020
NATWEST GROUP PLC COMMENCES CASH TER OFFERS FOR CERTAIN OF ITS OUTSTANDING NOTES
NatWest Group plc (the "Offeror") has today launched tender
offers to purchase for cash (each, an "Offer" and, together, the
"Offers") any and all of certain series of its U.S. dollar
denominated notes set out in the table below (the "Notes").
The Offers are being made on the terms and subject to the
conditions set out in the offer to purchase dated September 14 ,
2020 (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.
Purpose of the Offers
The Offeror is undertaking the Offers in order to provide the
holders of the Notes with an opportunity to have their Notes
repurchased while maintaining a prudent approach to the management
of NatWest Group's capital position. The Offeror will continue to
meet all of its capital requirements irrespective of the outcome of
the Offers.
Terms of the Offers
The Offeror is offering to purchase for cash, on the terms and
conditions described in the Offer to Purchase any and all of the
outstanding Notes set out in the table below.
Reference
Principal Principal Fixed U.S. First Bloomberg
Title of Amount Amount Spread Treasury Call Reference Purchase
Security Issuer ISIN/CUSIP Issued Outstanding (bps) Security Date Maturity Page Price(1)
---------------- ------------ ------------- --------------- --------------- ------ ---------- --------- -------- --------- ------------
6.425% 0.625%
Non-Cumulative U.S. Treas
Trust Preferred ury To be
Securities RBS Capital Security determined
("Trust Trust due August January as described
Securities") II US74927PAA75 $650,000,000(3) $393,573,000(3) 105 2030 3, 2034 N/A FIT1 herein
74927PAA7
7.648%
Dollar
Perpetual 0.625%
Regulatory The Royal U.S. Treas
tier One Bank of ury To be
Securities, Scotland Security determined
Series Group due August September as described
1 ("PROs") plc(2) US780097AH44 $1,200,000,000 $761,746,000 140 2030 30, 2031 N/A FIT1 herein
780097AH4
6.125% 0.125%
Subordinated The Royal U.S. Treas
Tier 2 Bank of ury To be
Notes due Scotland Security determined
2022 ("2022 Group due August December as described
Notes") plc (2) US780099CE50 $2,250,000,000 $2,250,000,000 145 2022 N/A 15, 2022 FIT1 herein
780099CE5
6.100% 0.125%
Subordinated The Royal U.S. Treas
Tier 2 Bank of ury To be
Notes due Scotland Security determined
2023 ("2023 Group due August June as described
Notes") plc(2) US780097AY76 $1,000,000,000 $1,000,000,000 155 2023 N/A 10, 2023 FIT1 herein
780097AY7
(1) Per $1,000 principal amount of the Notes (as defined herein)
validly tendered and accepted for purchase.
(2) Currently NatWest Group plc.
(3) Excluding $256,427,000 principal amount of 6.425%
Non-Cumulative Trust Preferred Securities, which are held by the
Offeror as of the date of this Offer to Purchase and are deemed not
to be outstanding.
The Trust Securities, the PROs and Tier 2 Notes are collectively
referred to as the "Notes" and each, a "Series".
The Offers will expire at 5:00 p.m., New York City time, on
September 21, 2020, unless extended (such date and time, as the
same may be extended, the "Expiration Deadline") or earlier
terminated.
Purchase Price; Accrued Interest
Purchase Price
The Purchase Price for each $1,000 principal amount of the
relevant Series validly tendered and not validly withdrawn at or
prior to the Expiration Deadline and accepted for purchase by the
Offeror will be equal to an amount (rounded to the nearest $0.01)
that would reflect, as of the Settlement Date, a yield to the
maturity date, in the case of Tier 2 Notes, or the yield on the
first call date, in the case of Trust Securities and PROs, equal to
the sum of (i) the Reference Yield for such Series of Notes, plus
(ii) the Fixed Spread set forth in the table above. Specifically,
the Purchase Price will equal (i) the value of all remaining
payments of principal and interest on the relevant Series of Notes
up to and including the scheduled maturity (in the case of the Tier
2 Notes) or the First Call Date (in the case of the Trust
Securities and PROs) of the relevant Series, discounted to the
Settlement Date (as defined herein), at a discount rate equal to
(x) the relevant Reference Yield (as defined herein) plus (y) the
relevant Fixed Spread, minus (ii) Accrued Interest (in the case of
the Tier 2 Notes and PROs) or Accrued Distribution (in the case of
the Trust Securities).
Accrued Interest
In addition to the Purchase Price, holders of the PROs and Tier
2 Notes accepted for purchase pursuant to the Offers will also
receive accrued and unpaid interest on each $1,000 principal amount
of such Notes (rounded to the nearest $0.01) from, and including,
the last interest payment date up to, but not including, the
Settlement Date (as defined below) (the "Accrued Interest").
Accrued Interest for each $1,000 principal amount of such Notes
validly tendered and accepted for purchase will be rounded to the
nearest $0.01, with $0.005 being rounded upwards.
Accrued Distribution
In addition to the Purchase Price, holders of the Trust
Securities accepted for purchase pursuant to the Offers will also
receive an amount equal to accrued and unpaid interest on each
$1,000 principal amount of such Trust Securities (rounded to the
nearest $0.01) from, and including, the last distribution payment
date up to, but not including, the Settlement Date (the "Accrued
Distribution"). Accrued Distribution for each $1,000 principal
amount of Trust Securities validly tendered and accepted for
purchase will be rounded to the nearest $0.01, with $0.005 being
rounded upwards.
Settlement
Unless the Offers are extended, reopened or earlier terminated,
payment of the Purchase Price, plus any Accrued Interest or Accrued
Distribution, as the case may be, to holders of Notes that are
validly tendered and not withdrawn and accepted for purchase is
expected to be made on September 24, 2020 (the "Settlement
Date").
Offer Conditions
The Offers are not conditional upon any minimum amount of Notes
being tendered. However, the Offers are conditional upon the
satisfaction or waiver of certain conditions described in the Offer
to Purchase.
Withdrawal Rights
Notes tendered pursuant an Offer may be withdrawn at any time
before the earlier of (i) the Withdrawal Deadline and (ii) if the
relevant Offer is extended, the 10th Business Day after the
commencement of the Offers. Notes tendered pursuant to an Offer may
also be withdrawn at any time after the 60th Business Day after
commencement of the Offers if, for any reason, that Offer has not
been consummated within 60 Business Days of commencement.
The relevant deadline set by the relevant Clearing System or any
intermediary for the submission of Tender Instructions may be
earlier than the deadlines set out herein.
Indicative Timetable
The following table sets out the expected dates and times of the
key events relating to the Offers. This is an indicative timetable
and is subject to change.
Events Dates and Times
----------------------------------------- ----------------------------------
Commencement Date
Commencement of the Offers upon September 14, 2020
the terms and subject to the conditions
set forth in the Offer to Purchase.
Price Determination Time
The time at which the Reference 02:00 p.m., New York City time,
Yield for each Series of Notes on September 21 , 2020, unless
will be determined by the Dealer otherwise extended
Managers.
Withdrawal Deadline
The deadline for holders to validly 5:00 p.m., New York City time,
withdraw Notes tendered before on September 21 , 2020, unless
this date and time, unless otherwise otherwise extended
extended as described herein.
Expiration Deadline
The deadline for holders to tender 5:00 p.m., New York City time,
Notes pursuant to the Offers in on September 21 , 2020, unless
order to qualify for payment of otherwise extended
the Purchase Price plus any Accrued
Interest and/or Accrued Distribution,
as applicable.
Guaranteed Delivery Date
The deadline for holders using Close of business on the second
the guaranteed delivery procedures Business Day following the
described in the Offer to Purchase Expiration Deadline
to deliver their Notes.
Settlement Date
Payment of the Purchase Price, Expected on September 24, 2020
plus any Accrued Interest or Accrued
Distribution, as applicable, for
all Notes validly tendered and
not validly withdrawn and accepted
for purchase pursuant to the Offers.
The times and dates above are subject, where applicable, to the
right of the Offeror to extend, re-open, amend, limit, terminate or
withdraw the Offers, subject to applicable law. Accordingly, the
actual timetable may differ significantly from the expected
timetable set out above.
Holders should confirm with the bank, securities broker or any
other intermediary through which they hold their Notes whether such
intermediary needs to receive instructions from a holder before the
deadlines specified above in order for that holder to be able to
participate in, or withdraw their instruction to participate in,
the Offers.
FURTHER INFORMATION
Copies of the Offer Documents are available at the following web
address: www.lucid-is.com/natwest
Requests for additional copies of the Offer Documents and
information in relation to the
procedures for tendering should be directed to:
Tender Agent
Lucid Issuer Services Limited Email: natwest@lucid-is.com
David Shilson Telephone: +44 20 7704-0880
NatWest Treasury Markets
Scott Forrest Email: Scott.Forrest@Natwest.com
Head of Treasury DCM Telephone: +44 (0)7747 455969
Investor Relations
Paul Pybus Email: paul.pybus@natwest.com
Head of Debt Investor Relations Telephone: +44 776 916 1183
250 Bishopsgate
London, EC2M 4AA
Global Arranger and Lead Dealer Manager
NatWest Markets Telephone: +44 20 7678-5222
Email: liabilitymanagement@natwestmarkets.com
Attn: Liability Management
Dealer Managers
Goldman Sachs & Co. LLC Telephone: +1 800 828-3182
Telephone: +44 20 7552-6157
Collect: +1 212 357-0215
Toll Free: +1 800 828 3182
Email: liabilitymanagement.eu@gs.com
Attn: Liability Management Group
UBS Investment Bank Telephone: + 1 888 719-4210
Collect: (203) 719 4210
Email: ol-liablitymanagement-eu@ubs.com
Attn: Liability Management
DISCLAIMER
This announcement and the Offer to Purchase (including the
documents incorporated by reference therein) contain important
information which should be read carefully before any decision is
made with respect to the Offer. If you are in any doubt as to the
contents of this announcement or the Offer to Purchase or the
action you should take, you are recommended to seek your own
financial and legal advice, including as to any tax consequences,
immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial or legal adviser. Any
individual or company whose Notes 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 Offer. None of the Offeror, the Dealer Managers, the Tender
Agent or the trustee with respect to the Notes (or any of their
respective directors, employees or affiliates) make any
recommendation as to whether holders should tender Notes pursuant to the Offer.
OFFER RESTRICTIONS
European Economic Area ("EEA")
The communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the Offers does
not constitute an offer of securities to the public for the
purposes of Regulation (EU) 2017/1129 and accordingly the
requirement to produce a prospectus does not apply to the
Offers.
United Kingdom
The communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the Offers are not
being made, and such documents and/or materials have not been
approved, by an authorized person for the purposes of section 21 of
the Financial Services and Markets Act 2000 (the "FSMA").
Accordingly, this announcement, the Offer to Purchase and such
other documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom.
The communication of the Offer to Purchase and such other documents
and/or materials is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that they are
only being distributed to and are only directed at persons to whom
they can lawfully be circulated outside the United Kingdom or to:
(i) persons in the United Kingdom having professional experience in
matters relating to investments 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 (as amended, the "Financial Promotion Order")); (ii) persons
falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of the Financial Promotion
Order; (iii) persons falling within Article 43 of the Financial
Promotion Order; or (iv) any other persons to whom the Offer to
Purchase and such other documents and/or materials may otherwise
lawfully be communicated under the Financial Promotion Order (all
such persons together being referred to as "relevant persons").
This announcement and the Offer to Purchase and such documents
and/or materials are directed only at relevant persons and must not
be acted on or relied on by persons who are not relevant persons.
Any investment or investment activity to which this announcement
and the Offer to Purchase relate is available only to relevant
persons and will be engaged in only with relevant persons.
Belgium
Neither this announcement, the Offer to Purchase nor any other
documents or materials relating to the Offers have been submitted
to or will be submitted for approval or recognition to the
Financial Services and Markets Authority (Autorité des services et
marchés financiers / Autoriteit voor financiële diensten en
markten) and, accordingly, the Offers may not be made in Belgium by
way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of April 1, 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 Offer to Purchase nor any other documents or
materials relating to the Offers (including any memorandum,
information circular, brochure or any similar documents) have been
or shall be distributed or made available, directly or indirectly,
to any person in Belgium other than "qualified investors" in the
sense of Article 10 of the Belgian Law of June 16, 2006 on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets, acting on their own
account. This announcement and the Offer to Purchase have been
issued only for the personal use of the above qualified investors
and exclusively for the purpose of the Offers. Accordingly, the
information contained in this announcement and the Offer to
Purchase may not be used for any other purpose or disclosed to any
other person in Belgium.
France
This announcement, the Offer to Purchase and any other documents
or offering materials relating to the Offers may not be distributed
in the Republic of France except to qualified investors
(investisseurs qualifiés) as defined in Article 2(e) of the
Prospectus Regulation. This announcement and the Offer to Purchase
have not been and will not be submitted for clearance to the
Autorité des marchés financiers.
Italy
None of the Offers, this announcement, the Offer to Purchase or
any other documents or materials relating to the Offers has been or
will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB"), pursuant to
applicable Italian laws and regulations.
The Offers are being carried out in the Republic of Italy
("Italy") as an exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of February 24,
1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended (the "Issuers' Regulation"). The Offers are also being
carried out in compliance with article 35-bis, paragraph 7 of the
Issuers' Regulation.
Holders or beneficial owners of the Notes located in Italy can
tender the Notes through authorized 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 February 15, 2018, as amended from
time to time, and Legislative Decree No. 385 of September 1, 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 Notes and the Offers.
Canada
The materials relating to the Offers do not constitute, and may
not be used in connection with, an offer or solicitation in any
place where offers or solicitations are not permitted by law. Any
offer or solicitation in Canada must be made through a dealer that
is appropriately registered under the laws of the applicable
province or territory of Canada, or pursuant to an exemption from
that requirement.
Hong Kong
The communication of this Offer to Purchase and any other
documents or materials relating to the Offers and/or the Notes is
not being made in Hong Kong, by means of any document, other than
(i) in circumstances which do not constitute an offer to the public
within the meaning of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32, Laws of Hong Kong) (the "CWUMPO"),
or (ii) under the exemptions applicable under the Securities and
Futures Ordinance (Cap. 571, Laws of Hong Kong) (the "SFO") and any
rules made thereunder, or (iii) in other circumstances which do not
result in the Offer to Purchase and any other documents or
materials relating to the Offers and/or the Notes being a
"prospectus" as defined in the CWUMPO.
General
The Offers do not constitute an offer to buy or the solicitation
of an offer to sell Notes (and offers to sell will not be accepted
from the holders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities or other laws require the Offers to be made by a
licensed broker or dealer or similar and any of the Dealer Managers
or any of the Dealer Manager's respective affiliates is such a
licensed broker or dealer in that jurisdiction, the Offers shall be
deemed to be made by such Dealer Manager or affiliate, as the case
may be, on behalf of the Offeror in such jurisdiction.
Each holder participating in the Offers will be deemed to give
certain representations in respect of the jurisdictions referred to
above and generally as set out in the Offer to Purchase. Any tender
of Notes pursuant to the Offer to Purchase from a holder that is
unable to make these representations will be rejected. Each of the
Offeror, the Dealer Managers and Lucid Issuer Services Limited
reserves the right, in its absolute discretion (and without
prejudice to the relevant holder's responsibility for the
representations made by it), to investigate in relation to any
tender of Notes, whether any such representation given by a holder
is correct and, if such investigation is undertaken and as a result
the Offeror determines (for any reason) that such representation is
not correct, such offer to sell will be rejected.
The Offeror and its affiliates expressly reserve the right at
any time or from time to time following completion or termination
of the Offers, to purchase or exchange or offer to purchase or
exchange Notes or to issue an invitation to submit offers to sell
Notes (including, without limitation, those tendered pursuant to
the Offers but not accepted for purchase) through open market
purchases, privately negotiated transactions, tender offers,
exchange offers or otherwise, in each case on terms that may be
more or less favorable than those contemplated by the Offers. In
addition, the Offeror also reserves the right to issue new debt
securities from time to time, including during the term of the
Offers.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014. For the
purposes of MAR, this announcement is made by ALEXANDER HOLCROFT,
HEAD OF INVESTOR RELATIONS FOR natwest group plc.
Legal Entity Identifiers
NatWest Group plc 2138005O9XJIJN4JPN90
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
H1 2020 Interim Report which are incorporated by reference herein
and in our interim report on Form 6-K containing our unaudited
condensed consolidated financial statements for the three months
ended as at March 31, 2020 filed with the SEC on May 1, 2020 (the
"Q1 2020 Interim Report") and "Forward-Looking Statements" in our
Annual Report and H1 2020 Interim Report, which are incorporated by
reference in the Offer to Purchase. You should also read the
sections entitled "Risk Factors" and "Forward-Looking Statements"
in our Q1 2020 Interim 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.
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END
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