REG - NatWest Group plc - Off-Market Purchase of Ordinary Shares from HMT

NatwestAnnouncement

11/11/2024 07:15

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RNS Number : 6762L  NatWest Group plc  11 November 2024

NatWest Group plc

11 November 2024

Off-market purchase of 262,605,042 ordinary shares from His Majesty's Treasury
("HM Treasury")

NatWest Group plc (the "Company") has agreed with HM Treasury to make an
off-market purchase (the "Off-Market Purchase") of 262,605,042 ordinary shares
in the Company with a nominal value of £1.0769* each ("Ordinary Shares") at a
price of 380.8 pence per Ordinary Share, being the closing price of the
Ordinary Shares on the London Stock Exchange on 8 November 2024.  The total
consideration for the Off-Market Purchase will be £1 billion.

Paul Thwaite, CEO of NatWest Group commented:

"As a result of NatWest Group's continued strong performance, we are pleased
to have today completed our second buy back of government shares of 2024,
further reducing HM Treasury's shareholding.

 

This transaction represents another important milestone on the path to full
privatisation. We believe it is a positive use of capital for the bank and for
our shareholders and we are pleased with the sustained momentum in reducing HM
Treasury's stake in NatWest Group throughout this year."

The purchased Ordinary Shares represent 3.16 per cent of the Company's issued
Ordinary Share capital (excluding treasury shares). The Off-Market Purchase is
expected to settle on 13 November 2024.

A contract (the "Directed Buyback Contract") between the Company and HM
Treasury was approved by the shareholders of the Company at a General Meeting
held on 6 February 2019 and signed on 7 February 2019. Amendments to the
Directed Buyback Contract were approved by the shareholders of the Company at
a General Meeting held on 25 August 2022 and signed on 17 November 2022 and at
the Annual General Meeting held on 23 April 2024 (the "2024 AGM") and signed
on 7 May 2024.  The authority from shareholders to make off-market purchases
of Ordinary Shares from HM Treasury (or its nominee) under the terms of the
Directed Buyback Contract was renewed at the 2024 AGM.

 

The Company intends to cancel all of the purchased Ordinary Shares.

HM Treasury is a related party to the Company and the Off-Market Purchase,
when aggregated with the other transactions referred to in this announcement,
constitutes a related party transaction under UK Listing Rule 8.2.1R and this
announcement is therefore being made in accordance with that rule. Pursuant to
the changes to the Listing Rules which came into effect on 29 July 2024, the
Board of the Company (the "Board") confirms its view that the Off-Market
Purchase is fair and reasonable as far as the shareholders of the Company are
concerned and that the Board has been so advised by Merrill Lynch
International, a sponsor to the Company.

The following transactions or arrangements between the Company and HM Treasury
have taken place in the last 12 months and were related party transactions for
the purposes of UK Listing Rule 8.2.1R.

 Description                                                                                                                                                                                                                                        Value
 Off-market purchase by the Company of shares from HM Treasury, as announced on                                                                                                                                                                     £1,240,921,312.75
 31 May 2024 Off-Market Purchase of Ordinary Shares from HMT (investis.com)
 (https://urldefense.com/v3/__https:/otp.tools.investis.com/clients/uk/rbs3/rns/regulatory-story.aspx?cid=365&newsid=1826577__;!!AcBi8707M5M!tldljo5LyjzylNig_9EQrtPGlBCJ8JBIgirYKdkJ-2mzgG6E4btsav7Vr5x8xNXFngekAspRl6QYGCgZqUUmvOvmsuEa0A$)
 Agreement for the Company to cover costs incurred and to be incurred by HM                                                                                                                                                                         Up to £19,000,000
 Treasury and UK Government Investments on behalf of HM Treasury in connection
 with HM Treasury's holding of Ordinary Shares in the Company and its disposal
 of such shares

 

 

 

Upon settlement of the above transaction:

 

-     the Company will hold 287,667,803 of its Ordinary Shares as treasury
shares;

-   the Company will have in issue 8,043,477,072 Ordinary Shares (excluding
treasury shares) and 483,140 Cumulative Preference Shares of £1; and

-     HM Treasury will hold approximately 12.03** per cent. of the
Company's voting rights.

 

The Company continues to target a CET1 ratio in the range of 13-14%.

 

*The nominal value of Ordinary Shares without rounding is £1.076923076923077
per share

** This number is based on the Company's most recent TR-1 notification of
major shareholdings on 31 October 2024 in respect of HM Treasury's
shareholding notification dated 30 October 2024 and does not take into account
any sales executed by HM Treasury since the notification date.

 

Further information:

 

Investor Relations

+ 44 (0)207 672 1758

 

Media Relations

+44 (0)131 523 4205

 

Legal Entity Identifier: 2138005O9XJIJN4JPN90

 

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 'deliver', 'ambition',
'expect', 'estimate', 'project', 'anticipate', 'commit', 'believe', 'should',
'intend', 'will', 'plan', 'could', 'probability', 'risk', '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 Group's future economic
results, business plans and strategies. In particular, this document may
include forward-looking statements relating to NatWest Group plc in respect
of, but not limited to: its outlook, guidance and targets (including in
relation to RoTE, income, operating costs, loan impairment rate, CET1 ratio,
RWA levels, payment of dividends and participation in directed buybacks), its
expectations in relation to the Off-Market Purchase settlement date and its
intentions in respect of the Ordinary Shares  (including the number of
outstanding Ordinary Shares, and their reissuance or cancellation), its
economic and political risks, its financial position, profitability and
financial performance, the implementation of its strategy, and HMT's voting
rights percentage. 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 (such as the direct and indirect impacts of
escalating armed conflicts) 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 Group
plc's actual results are discussed in NatWest Group plc's 2023 Annual Report
on Form 20-F, NatWest Group plc's Interim Management Statement for Q1, Q3 and
H1 2024 on Form 6-K, and its other public filings. The forward-looking
statements contained in this document speak only as of the date of this
document and NatWest Group plc 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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