REG - Natwest Markets PLC - Tender Offer Results Announcement

NatwestAnnouncement

02/12/2021 14:00

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RNS Number : 4037U  Natwest Markets PLC  02 December 2021

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS
INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE
REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED
KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

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

2 December 2021

On 24 November 2021, NatWest Markets Plc (Legal Entity Identifier:
RR3QWICWWIPCS8A4S074) (the "Issuer") launched an invitation to the holders of
its outstanding securities detailed below (the "Securities") to tender any and
all such Securities for purchase by the Issuer for cash (each such invitation
an "Offer" and, together, the "Offers"). The Offers were made on the terms and
subject to the conditions set out in the Tender Offer Memorandum dated 24
November 2021 (the "Tender Offer Memorandum") and were subject to the offer
and distribution restrictions as more fully described in the Tender Offer
Memorandum.

Capitalised terms used and not otherwise defined in this announcement have the
meanings given to them in the Tender Offer Memorandum.

The Issuer today announces that (a) £29,033,000 in aggregate principal amount
of the £175,000,000 Fixed Rate Undated Subordinated Notes, (b) £18,713,000
in aggregate principal amount of the £350,000,000 Fixed Rate Undated
Subordinated Notes and (c) €21,100,000 in aggregate principal amount of the
€144,400,000 Euro-zone Inflation Indexed Notes due 23 April 2023 have been
validly tendered pursuant to the Offers and that the Issuer will accept all
such validly tendered Securities for purchase in cash (the "Acceptance").

The details of the Acceptance are set out in the table below:

 Description of Securities                                           Aggregate Principal Amount validly tendered and accepted for purchase pursuant  Purchase Price    Expected aggregate Principal Amount Outstanding following the Settlement Date
                                                                     to the Acceptance                                                                                 (as defined below)
 £175,000,000 Fixed Rate Undated Subordinated Notes                  £29,033,000                                                                     115.50 per cent.  £1,378,000

 (ISIN: XS0116447599)
 £350,000,000 Fixed Rate Undated Subordinated Notes                  £18,713,000                                                                     114.00 per cent.  £100,000

 (ISIN: XS0138939854)
 €144,400,000 Euro-zone Inflation Indexed Notes due 23 April 2023    €21,100,000                                                                     113.50 per cent.  €123,300,000

 (ISIN: XS0357281046)

The settlement date for the Offers is expected to be 3 December 2021 (the
"Settlement Date"). On the Settlement Date, in addition to the Purchase Price
for the relevant Securities tendered by the relevant Holders and accepted for
purchase pursuant to the relevant Offer(s), the Issuer will also pay an amount
equal to any accrued and unpaid interest on the GBP-denominated Securities
only from, and including, the applicable interest payment date for such
Securities immediately preceding the Settlement Date up to, but excluding, the
Settlement Date. As set out in the Tender Offer Memorandum, and for the
avoidance of doubt, the Issuer will not pay any amount in respect of accrued
and unpaid interest on any EUR-denominated Securities accepted for purchase
pursuant to the relevant Offer.

The Issuer estimates the impact of the Acceptance will be a charge to income
in its results for the fourth quarter of 2021 of approximately £6.14 million.

The Offers remain subject to the conditions and restrictions set out in the
Tender Offer Memorandum. Full details concerning the Offers are set out in the
Tender Offer Memorandum.

NatWest Markets Plc (Telephone: +44 20 7678 5222; Email:
NWMLiabilityManagement@natwestmarkets.com; Attention: Liability Management) is
acting as Sole Dealer Manager for the Offers and Lucid Issuer Services Limited
(Telephone: +44 20 7704 0880; Email: natwest@lucid-is.com; Attention: David
Shilson) is acting as the Tender Agent.

This announcement is released by NatWest Markets Plc and contains information
that qualified as inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 ("MAR") as it forms part of domestic law
of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018,
encompassing information relating to the Offers described above. For the
purposes of MAR and Article 2 of Commission Implementing Regulation (EU)
2016/1055 as it forms part of UK retained law, this announcement is made by
Paul Pybus, Head of Debt Investor Relations, on behalf of NatWest Markets Plc.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire any securities is being made
pursuant to this announcement. The distribution of this announcement and the
Tender Offer Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement or the Tender Offer Memorandum
comes are required by each of the Issuer, the Sole Dealer Manager and the
Tender Agent to inform themselves about and to observe any such restrictions.
None of the Issuer, the Sole Dealer Manager or the Tender Agent is providing
Securityholders with any legal, business, tax or other advice in this
announcement or the Tender Offer Memorandum.

 

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