REG - NatWest Group plc - Clarification of Tender Offer

NatwestAnnouncement

30/11/2021 15:25

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RNS Number : 0844U  NatWest Group plc  30 November 2021

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

30 November 2021

Reference is made to the announcement of NatWest Group plc (Legal Entity
Identifier: 2138005O9XJIJN4JPN90) (the "Issuer") dated 24 November 2021 (the
"Launch Announcement") in respect of the Offers relating to the Securities set
out below. Capitalised terms used but not defined herein shall have the
meanings given to them in the Launch Announcement.

 Description of Securities                     ISIN          Aggregate Liquidation Preference Outstanding  Purchase Price    Amount subject to the Offer
 5.50 per cent. Cumulative Preference Shares   GB0007548026  £400,000                                      102.00 per cent.  Any and all
 11.00 per cent. Cumulative Preference Shares  GB0007548133  £500,000                                      155.00 per cent.  Any and all

Following the commencement of the Offers, the Issuer is taking the opportunity
to clarify the meaning of the term "liquidation preference" as used in the
Tender Offer Memorandum:

What is the liquidation preference of the Securities?

The term "liquidation preference" when used in the Tender Offer Memorandum
refers to the nominal or paid up amount of the relevant Securities.  It does
not include any premium amount which may be payable on a winding up or
liquidation of the Issuer.  The liquidation preference of each of the
Securities is therefore £1.00.  In accordance with the terms and conditions
of the Offers set out in the Tender Offer Memorandum, a holder whose
Securities are validly tendered and accepted for purchase pursuant to the
relevant Offer would receive a cash purchase price of £1.02 for each 5.50 per
cent. Cumulative Preference Share, and £1.55 in respect of each 11.00 per
cent. Cumulative Preference Share, as applicable, in each case together with
the relevant Accrued Dividend Payment.

NatWest Markets Plc is acting as Sole Dealer Manager for the Offers and
Computershare Investor Services PLC is acting as the Registrar.

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 Registrar.

 THE REGISTRAR

 Computershare Investor Services PLC

 Corporate Actions Projects

 The Pavilions

 Bridgwater Road

 Bristol

 BS99 6AH

 Telephone: +44 (0)370 702 0135

 

DISCLAIMER This announcement must be read in conjunction with the Launch
Announcement and the Tender Offer Memorandum. This announcement, the Launch
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, the
Launch 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 Registrar 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 Registrar (or any of their
respective directors, officers, employees, agents or affiliates) makes any
recommendation whatsoever or regarding this announcement, the Launch
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 Registrar (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 or the Issuer contained in this
announcement, the Launch 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 Offer or the Securities. None of the Sole Dealer Manager, the
Issuer or the Registrar (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, the Launch 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, the Launch
Announcement and the Tender Offer Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement, the Launch
Announcement or the Tender Offer Memorandum comes are required by each of the
Issuer, the Sole Dealer Manager and the Registrar 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 Launch
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

The communication of this announcement, the Launch Announcement, the Tender
Offer Memorandum and any other documents or materials relating to the Offers
is not being made, and such documents and/or materials have not been approved,
by an authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000. Accordingly, such 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 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 1° of the French Code monétaire et financier.
Neither this announcement, the Launch 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
Launch 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 Launch 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 Launch
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 Launch 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 Launch 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 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 Registrar 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.

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