REG - Natwest Markets PLC - Tender Offer

NatwestAnnouncement

24/11/2021 13:25

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RNS Number : 4769T  Natwest Markets PLC  24 November 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

24 November 2021

NatWest Markets Plc (Legal Entity Identifier: RR3QWICWWIPCS8A4S074) (the
"Issuer") has today launched an invitation to the holders of the 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 are 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 are subject to the offer and
distribution restrictions set out below and as more fully described in the
Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to offer and distribution
restrictions) available from the Tender Agent as set out below.
Securityholders are advised to read carefully the Tender Offer Memorandum for
full details of, and information on the procedures for participating in, the
Offers. Capitalised terms used and not otherwise defined in this announcement
have the meanings given to them in the Tender Offer Memorandum.

 Description of Securities                                           ISIN          Aggregate Principal Amount Outstanding  Purchase Price    Amount subject to the relevant Offer
 £175,000,000 Fixed Rate Undated Subordinated Notes                  XS0116447599  £30,411,000                             115.50 per cent.  Any and all
 £350,000,000 Fixed Rate Undated Subordinated Notes                  XS0138939854  £18,813,000                             114.00 per cent.  Any and all
 €144,400,000 Euro-zone Inflation Indexed Notes due 23 April 2023    XS0357281046  €144,400,000                            113.50 per cent.  Any and all

(each a "Series" and together the "Securities")

THE OFFERS COMMENCE ON 24 NOVEMBER 2021 AND WILL EXPIRE AT 4.00 P.M. (LONDON
TIME) ON 1 DECEMBER 2021 (THE "EXPIRATION DEADLINE"), UNLESS AMENDED,
EXTENDED, RE-OPENED, WITHDRAWN OR TERMINATED AT THE SOLE AND ABSOLUTE
DISCRETION OF THE ISSUER.  TENDER INSTRUCTIONS, ONCE SUBMITTED, MAY, IN
PRINCIPLE, NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN
THE TENDER OFFER MEMORANDUM.

Custodians, Direct Participants and Clearing Systems will have deadlines for
receiving instructions prior to the Expiration Deadline and holders should
contact any intermediary through which they hold their Securities as soon as
possible to ensure proper and timely delivery of instructions.

Rationale for the Offers

The Issuer is providing the holders of the Securities with an opportunity to
have their Securities repurchased while maintaining a responsible approach to
the management of the Issuer's capital position. The Issuer will continue to
meet all of its capital requirements irrespective of the outcome of the
Offers.

Amount subject to the Offers

If, in respect of any Series, the Issuer decides to accept any Securities of
such Series validly tendered for purchase pursuant to the relevant Offer, the
Issuer intends to accept all validly tendered Securities of such Series for
purchase in full with no pro rata scaling. The Issuer is not under any
obligation to accept for purchase any Securities tendered pursuant to any
Offer. The acceptance for purchase by the Issuer of Securities tendered
pursuant to each Offer is at the sole and absolute discretion of the Issuer
and tenders may be rejected by the Issuer for any reason.

Purchase Price and Accrued Interest

The price payable in respect of the Securities accepted for purchase (in
respect of each Series, the "Purchase Price") is set out in the table above,
and is expressed as a percentage of the principal amount of the relevant
Securities.

In respect of any GBP-denominated Securities accepted for purchase, the Issuer
will also pay an amount equal to any accrued and unpaid interest on the
relevant GBP-denominated Securities from, and including, the applicable
interest payment date for such GBP-denominated Securities immediately
preceding the Settlement Date up to, but excluding, the Settlement Date.

Accrued interest on the EUR-denominated Securities cannot be calculated prior
to the Settlement Date, and as a consequence 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 Settlement Date is expected to be 3 December 2021.

Securities repurchased by the Issuer pursuant to the Offers will be
immediately cancelled. Securities which have not been validly tendered and
accepted for purchase pursuant to the Offers will remain outstanding after the
Settlement Date.

Total Consideration

The total consideration payable to each Securityholder in respect of
Securities validly submitted for tender and accepted for purchase by the
Issuer will be an amount in cash equal to (i) the Purchase Price for the
relevant Securities multiplied by the aggregate principal amount of Securities
tendered and delivered by such Securityholder and accepted by the Issuer for
purchase (rounded to the nearest £0.01 or €0.01, as applicable, with half a
penny or half a cent, as applicable, being rounded upwards), (ii) plus, in
respect of the GBP-denominated Securities only, the Accrued Interest Payment
in respect of such GBP-denominated Securities.

Amendment and Termination

The Issuer reserves the right, in its sole and absolute discretion, to extend,
re-open, withdraw or terminate the Offers and to amend or waive any of the
terms and conditions of the Offers at any time following the announcement of
the Offers, as described in the Tender Offer Memorandum. Details of any such
extension, re-opening, withdrawal, termination, amendment or waiver will be
notified to the Securityholders as soon as possible after such decision.

Participation in the Offers

A tender of Securities for purchase may only be made by the submission of a
valid Tender Instruction in accordance with the detailed procedures specified
in the Tender Offer Memorandum.

Indicative Timetable for the Offer

This is an indicative timetable showing one possible outcome for the timing of
the Offers based on the dates in the Tender Offer Memorandum. This timetable
is subject to change and dates and times may be extended or amended by the
Issuer in accordance with the terms of the Offers as described in the Tender
Offer Memorandum. Accordingly, the actual timetable may differ significantly
from the timetable below.

 Date                                                  Action
 24 November 2021                                      Commencement of the Offers
                                                       Offers announced by way of announcements on the relevant Notifying News
                                                       Service(s), through the Clearing Systems and via RNS.
                                                       Tender Offer Memorandum available from the Tender Agent.
 1 December 2021                                       Expiration Deadline

 4.00 p.m.,                                            Deadline for receipt by the Tender Agent of all Tender Instructions in order

                                                     for Securityholders to be able to participate in the Offers.
 London time
 As soon as reasonably practicable on 2 December 2021  Announcement of Result of Offers

                                                       Announcement of the Issuer's decision whether to accept valid tenders of
                                                       Securities for purchase pursuant to the Offers to Securityholders.
                                                       Details of:
                                                       (i)           the aggregate principal amount of the Securities of
                                                       each Series validly tendered and accepted for purchase pursuant to the
                                                       relevant Offer(s); and
                                                       (ii)          the principal amount of Securities of each Series that
                                                       will remain outstanding after the Settlement Date,
                                                       distributed by way of announcements on the relevant Notifying News Service(s),
                                                       through the Clearing Systems and via RNS.
 3 December 2021                                       Settlement Date

                                                       Expected Settlement Date for the Offers to Securityholders.  Payment of
                                                       Purchase Consideration and, in respect of the GBP-denominated Securities only,
                                                       Accrued Interest Payment in respect of the Offers.

Unless stated otherwise, announcements in connection with the Offers will be
made via RNS
(http://www.londonstockexchange.com/exchange/news/market-news/market-newshome.html
(http://www.londonstockexchange.com/exchange/news/market-news/market-newshome.html)
). Such announcements may also be made by (i) the issue of a press release to
a Notifying News Service and (ii) the delivery of notices to the Clearing
Systems for communication to Direct Participants. Copies of all such
announcements, press releases and notices can also be obtained from the Tender
Agent, the contact details for whom are on the last page of this announcement.
Significant delays may be experienced where notices are delivered to the
Clearing Systems or sent by post and Securityholders are urged to contact the
Tender Agent for the relevant announcements relating to the Offers.

Tender Instructions

To tender Securities, a holder of Securities should deliver, or arrange to
have delivered on its behalf, via the relevant Clearing System and in
accordance with the requirements of such Clearing System, a valid Tender
Instruction that is received in each case by the Tender Agent by the
Expiration Deadline.

Securityholders are advised to check with any bank, securities broker or other
intermediary through which they hold Securities when such intermediary would
require to receive instructions from a Securityholder in order for that
Securityholder to be able to participate in, or (in the limited circumstances
in which revocation is permitted) revoke their instruction to participate in,
the Offers before the deadline specified in the Tender Offer Memorandum. The
deadline set by any such intermediary and each Clearing System for the
submission of Tender Instructions will be earlier than the deadline specified
in the Tender Offer Memorandum.

The tendering of Securities in the relevant Offers will be deemed to have
occurred upon receipt by the Tender Agent via the relevant Clearing System of
a valid Tender Instruction submitted in accordance with the requirements of
such Clearing System. The receipt of such Tender Instruction by the relevant
Clearing System will be acknowledged in accordance with the standard practices
of such Clearing System and will result in the blocking of the relevant
Securities in the Securityholder's account at the relevant Clearing System so
that no transfers may be effected in relation to such Securities.

Securityholders must take the appropriate steps through the relevant Clearing
System so that no transfers may be effected in relation to such blocked
Securities at any time after the date of submission of such Tender
Instruction, in accordance with the requirements of the relevant Clearing
System and the deadlines required by such Clearing System. By blocking such
Securities in the relevant Clearing System, each Direct Participant will be
deemed to consent to have the relevant Clearing System provide details
concerning such Direct Participant's identity to the Tender Agent (and for the
Tender Agent to provide such details to the Issuer and the Sole Dealer
Manager, and their respective legal advisers).

Only Direct Participants may submit Tender Instructions. Each Securityholder
that is not a Direct Participant must arrange for the Direct Participant
through which it holds the relevant Securities to submit a Tender Instruction
on its behalf to the relevant Clearing System by the deadlines specified by
such Clearing System.

A Tender Instruction may only be revoked by a Securityholder, or the relevant
Direct Participant on its behalf, in the limited circumstances described in
the Tender Offer Memorandum by submitting a valid electronic revocation
instruction to the relevant Clearing System. To be valid, such instruction
must specify the Securities to which the original Tender Instruction related,
the securities account to which such Securities are credited and any other
information required by the relevant Clearing System.

Securityholders are advised to check with any bank, securities broker or other
intermediary through which they hold Securities whether such intermediary
needs to receive instructions from a Securityholder before the deadline
specified in the Tender Offer Memorandum in order for that Securityholder to
be able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate in, the
Offers. The deadline set by any intermediary for the submission and withdrawal
of Tender Instructions will also be earlier than the deadline specified in the
Tender Offer Memorandum.

Securityholders are advised to read carefully the Tender Offer Memorandum for
full details of and information on the procedures for participating in the
Offers.

NatWest Markets Plc is acting as Sole Dealer Manager for the Offers and Lucid
Issuer Services Limited is acting as the Tender Agent.

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 Tender Agent.

 THE TENDER AGENT
 Lucid Issuer Services Limited

 The Shard

 32 London Bridge Street

 London SE1 9SG

 Telephone: +44 207 704 0880

 Attention: David Shilson

 Email: natwest@lucid-is.com

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. This 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 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 Tender Agent 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 Tender Agent (or any of
their respective directors, officers, employees, agents or affiliates) makes
any recommendation whatsoever or regarding this 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 Tender Agent (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, the Issuer or the Securities contained in this 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 Offers or the Securities. None
of the Sole Dealer Manager, the Issuer or the Tender Agent (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 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 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.

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 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

This announcement and the Tender Offer Memorandum have been issued by NatWest
Markets Plc of 36 St Andrew Square, Edinburgh EH2 2YB, United Kingdom, which
is authorised and regulated by the Financial Conduct Authority (the FCA) and
the Prudential Regulation Authority. This announcement and the Tender Offer
Memorandum are being distributed only to existing Securityholders, and is only
addressed to such existing Securityholders in the United Kingdom where they
would (if they were clients of the Issuer) be per se professional clients or
per se eligible counterparties of the Issuer within the meaning of the FCA
rules.  This announcement and the Tender Offer Memorandum are not addressed
to or directed at any persons who would be retail clients within the meaning
of the FCA rules and any such persons should not act or rely on it.
Recipients of this announcement and the Tender Offer Memorandum should note
that the Issuer is acting on its own account in relation to the Offers and
will not be responsible to any other person for providing the protections
which would be afforded to clients of the Issuer or for providing advice in
relation to the Offers.

In addition, this announcement, the Tender Offer Memorandum and any other
documents 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 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 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 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 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 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 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 any of 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 Tender Agent 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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