TIDMNWG
RNS Number : 4110B
NatWest Group plc
01 June 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND
OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
NatWest Group plc
1 June 2023
Intention to sell shares in Permanent TSB Group Holdings PLC
NatWest Group plc ("NatWest") today announces its intention to
sell part of its shareholding, held through the wholly owned
subsidiary RBS AA Holdings (UK) Limited, in Permanent TSB Group
Holdings PLC ("PTSB"), concurrently with The Minister for Finance
of Ireland, Michael McGrath TD (the "Minister"), (together, the
"Selling Shareholders").
The disposal of these shares (the "Placing Shares") will be by
way of a placing to institutional investors (the "Placing"). The
price at which the Placing Shares are sold (the "Placing Price")
will be determined by way of an accelerated book building process.
The book will open with immediate effect following this
announcement.
Th e Placing is expected to comprise approximately 33 million of
PTSB's ordinary sha res , representing approximately 6.0 % of the
issued ordinar y cap ital of PTSB , with the Minister and NatWest
both expected to dispose of 3.0% of issued ordinary capital each.
As a resu l t of the Placing , the overall size of the Minister's
sha reholding i n PTSB will be reduced from 62.4% to 59.4 % and
NatWest's shareholding in PTSB will be reduced from 16.7% to
13.6%.
The Selling Shareholders have also undertaken not to sell f
urther shares i n PTSB for a period of 90 calendar days following
the comp l etion of the Pl a cing ( subject to waiver by one of the
co-bookrunners and certain customary exceptions).
Details of the Placing Price and the exact number of Placing
Shares will be announced in due course.
Further information:
Investor Relations
+ 44 (0)207 672 1758
Media Relations
+44 (0)131 523 4205
Legal Entity Identifier: 2138005O9XJIJN4JPN90
Disclaimer
IMPORTANT NOTICE
The distribution of this announcement and the offer and sale of
the Placing Shares in certain jurisdictions may be restricted by
law. The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by NatWest or any of its respective affiliates that would permit an
offering of the Placing Shares or possession or distribution of
this announcement or any other offering or publicity material
relating to such securities in any jurisdiction where action for
that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about and to
observe any such restrictions.
This announcement is for information purposes only and does not
constitute or form a part of an offer to sell or a solicitation of
an offer to purchase any security of PTSB in the United States or
in any other jurisdiction where such offer or solicitation is
unlawful. The securities of PTSB described in this announcement
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), or any applicable
state or foreign securities laws and may not be offered or sold in
the United States absent registration or an exemption from the
registration requirements of the Securities Act. There shall be no
public offering of securities in the United States.
In member states of the European Economic Area, this
announcement and any offer if made subsequently is directed
exclusively at persons who are 'qualified investors' within the
meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation")
("Qualified Investors"). In the United Kingdom this announcement is
directed exclusively at persons who are 'qualified investors'
within the meaning of the Prospectus Regulation (as it forms part
of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018) (i) who have professional experience in
matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), or (ii) who fall within Article
49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise
lawfully be communicated (all such persons together being referred
to as "Relevant Persons"). This Announcement must not be acted on
or relied on by persons who are not Relevant Persons, if in the
United Kingdom, or Qualified Investors, if in a member state of the
European Economic Area.
No Placing Shares will be available to any investor whose
purchase of such Placing Shares, whether on its own account or as a
fiduciary or agent for one or more investor accounts, would require
regulatory consent in any jurisdiction (including, without
limitation, under the UK Financial Services and Markets Act 2000 or
the United States Bank Holding Company Act of 1956).
Forward-looking statements
This document may include forward-looking statements within the
meaning of the United States Private Securities Litigation Reform
Act of 1995, such as statements that include, without limitation,
the words 'expect', 'estimate', 'project', 'anticipate', 'commit',
'believe', 'should', 'intend', 'will', 'plan', 'could',
'probability', 'risk', 'Value-at-Risk (VaR)', 'target', 'goal',
'objective', 'may', 'endeavour', 'outlook', 'optimistic',
'prospects' and similar expressions or variations on these
expressions. These statements concern or may affect future matters,
such as NatWest's future economic results, business plans and
strategies and the successful completion of the placing. In
particular, this document may include forward-looking statements
relating to NatWest in respect of, but not limited to: its economic
and political risks, its regulatory capital position and related
requirements, its financial position, profitability and financial
performance (including financial, capital, cost savings and
operational targets), the implementation of its purpose-led
strategy, its environmental, social and governance and climate
related targets, its access to adequate sources of liquidity and
funding, increasing competition from new incumbents and disruptive
technologies, its exposure to third party risks, its ongoing
compliance with the UK ring-fencing regime and ensuring operational
continuity in resolution, its impairment losses and credit
exposures under certain specified scenarios, substantial regulation
and oversight, ongoing legal, regulatory and governmental actions
and investigations, the transition of LIBOR and IBOR rates to
replacement risk free rates and NatWest's exposure to operational
risk, conduct risk, cyber, data and IT risk, financial crime risk,
key person risk and credit rating risk. Forward-looking statements
are subject to a number of risks and uncertainties that might cause
actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statements. Factors that could cause or contribute
to differences in current expectations include, but are not limited
to, future growth initiatives (including acquisitions, joint
ventures and strategic partnerships), the outcome of legal,
regulatory and governmental actions and investigations, the level
and extent of future impairments and write-downs, legislative,
political, fiscal and regulatory developments, accounting
standards, competitive conditions, technological developments,
interest and exchange rate fluctuations, general economic and
political conditions and the impact of climate-related risks and
the transitioning to a net zero economy. These and other factors,
risks and uncertainties that may impact any forward-looking
statement or NatWest's actual results are discussed in NatWest's
2022 Annual Report on Form 20-F, NatWest's Interim Management
Statement for Q1 2023 on Form 6-K and its other filings with the US
Securities and Exchange Commission. The forward-looking statements
contained in this document speak only as of the date of this
document and NatWest does not assume or undertake any obligation or
responsibility to update any of the forward-looking statements
contained in this document, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
This information is provided by RNS, the news service of the
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END
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