REG - NatWest Group plc - Successful disposal of shares in Permanent TSB

NatwestAnnouncement

02/06/2023 07:00

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RNS Number : 4239B  NatWest Group plc  02 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

2 June 2023

 

Successful disposal of shares in Permanent TSB Group Holdings PLC

 

Further to the announcement on 1 June 2023, NatWest Group plc ("NatWest")
announces the successful completion of the disposal of part of its
shareholding, held through the wholly owned subsidiary RBS AA Holdings (UK)
Limited, in Permanent TSB Group Holdings PLC ("PTSB").

The overall size of the disposal by the Minister for Finance of Ireland and
NatWest (the "Selling Shareholders") was 54.6 million ordinary shares in PTSB
representing 10.0% of the ordinary share capital of PTSB, with NatWest
disposing of 27.3 million ordinary shares in PTSB representing 5.0% of the
ordinary share capital of PTSB. The disposal was effected by way of a placing
(the "Placing") of shares (the "Placing Shares") in an accelerated book
building process.

In summary, following settlement of the Placing which will take place on 6
June 2023:

·      The shareholding of NatWest will be reduced from 90.9 million
ordinary shares, representing approximately 16.7% of the ordinary share
capital of PTSB, to 63.6 million ordinary shares, representing approximately
11.7% of the ordinary share capital of PTSB.

·      The Placing price was €2.025 per share. As a result, the
overall gross proceeds from the sale of the Placing Shares will be €110.5
million, with both Selling Shareholders receiving €55.2 million of gross
proceeds each.

·      The disposal will have an immaterial impact on NatWest's CET1
ratio and its TNAV per share.

·      The Selling Shareholders have undertaken not to sell further
shares in PTSB for a period of 90 calendar days following the completion of
the Placing (subject to waiver by one of the co-bookrunners and certain
customary exceptions).

 

NatWest CEO Alison Rose said:

"This transaction represents further positive progress on our phased
withdrawal from the Republic of Ireland."

NatWest will keep further disposal options under active consideration, as and
when market conditions permit.

 

 

Further information:

 

 

Investor Relations

+ 44 (0)207 672 1758

 

Media Relations

+44 (0)131 523 4205

 

 

 

Legal Entity Identifier: 2138005O9XJIJN4JPN90

 

Disclosure

 

IMPORTANT INFORMATION

 

This announcement is for information purposes only and does not constitute an
offer or an invitation to acquire or dispose of any securities of PTSB in the
United States, Canada, Australia or Japan or in any other jurisdiction in
which such an offer of solicitation is unlawful. The shares sold pursuant to
the Placing have not been, and will not be, registered under the United States
Securities Act of 1933, as amended, or under any securities laws of any state
or jurisdiction of the United States and may not be offered or sold in the
United States absent registration or an exemption from registration. There was
no public offering of securities in the United States.

 

Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly in or into Australia, Canada, Japan, The
Republic of South Africa, Switzerland or any other jurisdiction where to do so
would constitute a violation of the relevant laws or regulations of such
jurisdiction. Any failure to comply with this restriction may constitute a
violation of the securities laws of any such jurisdiction.

 

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.  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.

 

 

 

 

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