REG - NatWest Group plc - Intention to sell shares in Permanent TSB

NatwestAnnouncement

Mon 17:15

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RNS Number : 9990Q  NatWest Group plc  14 July 2025

 

 

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

 

 

14 July 2025

 

Intention to sell shares in Permanent TSB Group Holdings PLC

 

NatWest Group plc ("NatWest") today announces its intention to sell its full
shareholding, held through the wholly owned subsidiary RBS AA Holdings (UK)
Limited (the "Seller"), in Permanent TSB Group Holdings PLC ("PTSB").

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.

The Placing is expected to comprise 63,614,171 of PTSB's ordinary shares,
representing approximately 11.7% of the issued ordinary capital of PTSB.
Following completion of the Placing, NatWest is expected to exit its interest
in PTSB in full.

In accordance with the terms of the Shareholder Co-operation Agreement entered
into between PTSB, NatWest and the Minister for Finance of Ireland (the
"Minister"), the Minister has undertaken not to sell shares in PTSB for a
period of 90 calendar days following the completion of the Placing. For the
avoidance of doubt, the Minister will not sell any shares as part of the
Placing.

Details of the Placing Price and the exact number of Placing Shares will be
announced in due course.

Goldman Sachs International ("Goldman Sachs") and J.P. Morgan Securities plc
("J.P. Morgan"), which conducts its UK investment banking activities as J.P.
Morgan Cazenove ("J.P. Morgan Cazenove"), are acting as Joint Bookrunners (the
"Joint Bookrunners") in connection with the Placing.

Further information:

 

 NatWest                Goldman Sachs          J.P. Morgan Cazenove

 Investor Relations     +44 (0) 20 7774 1000   +44 (0) 20 7742 4000

 +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, the Joint Bookrunners or any of their 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).

 

In connection with the Placing Shares, the Joint Bookrunners and any of their
affiliates acting as an investor for its own account may take up as a
principal position any Placing Shares and in that capacity may retain,
purchase or sell for its own account such shares. in addition, the Joint
Bookrunners or their affiliates may enter into financing arrangements and
swaps with investors in connection with which the Joint Bookrunners (or their
affiliates) may from time to time acquire, hold or dispose of shares. the
Joint Bookrunners do not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligation to do so.

 

The Joint Bookrunners are acting on behalf of the Seller and no one else in
connection with the Placing and will not be responsible to any other person
for providing the protections afforded to clients of the Joint Bookrunners or
for providing advice in relation to the share sale.

 

Goldman Sachs International and J.P. Morgan Securities plc are authorised by
the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom.

 

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 with respect to NatWest's financial condition, results of
operations and business, including its strategic priorities, financial,
investment and capital targets, and climate and sustainability related
targets, commitments and ambitions described herein. Statements that are not
historical facts, including statements about NatWest's beliefs and
expectations, are forward-looking statements. Words, such as 'expect',
'estimate', 'project', 'anticipate', 'commit', 'believe', 'should', 'intend',
'will', 'plan', 'could', 'target', 'goal', 'objective', 'may', 'outlook',
'prospects' and similar expressions or variations on these expressions are
intended to identify forward-looking statements. In particular, this document
may include forward-looking statements relating, but not limited to: the
successful completion of the placing, NatWest's outlook, guidance and targets
(including in relation to RoTE, total income, other operating expenses, loan
impairment rate, CET1 ratio, RWA levels, payment of dividends and
participation in directed buybacks), its financial position, profitability and
financial performance, the implementation of its strategy, its access to
adequate sources of liquidity and funding, its regulatory capital position and
related requirements, its impairment losses and credit exposures under certain
specified scenarios, substantial regulation and oversight, ongoing legal,
regulatory and governmental actions and investigations. 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 uncertainties, exposure to third party
risk, operational risk, conduct risk, cyber, data and IT risk, financial crime
risk, key person risk and credit rating risk and the impact of climate and
sustainability 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 2024 Annual Report and Accounts on Form 20-F, NatWest's Interim
Management Statement for Q1 2025, and its other public filings. 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.

 

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