REG - NatWest Group plc - Adjustment to conversion prices for NWG's AT1s

NatwestAnnouncement

31/08/2022 18:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220831:nRSe8416Xa&default-theme=true

RNS Number : 8416X  NatWest Group plc  31 August 2022

31 August 2022

Notice of adjustment of the Conversion Price for  NatWest Group plc's (the
"Company") Subordinated Contingent Convertible Additional Tier 1 Capital Notes

The Company announced on 25 August 2022 that the resolutions proposed at the
General Meeting seeking approval by its shareholders of the Special Dividend
and Share Consolidation (both as defined in the shareholder circular dated 9
August 2022) and related matters, as well as the resolution proposed at the
Class Meeting seeking approval by the ordinary shareholders to sanction the
Share Consolidation and the amendment to its Articles proposed at the General
Meeting, were duly passed. The Company further announced on 30 August 2022
that the Share Consolidation had taken effect at 8.00 a.m. (BST) on such date
(the "Effective Date").

The Company hereby notifies the holders of each outstanding series of its
Subordinated Contingent Convertible Additional Tier 1 Capital Notes listed
below (each, a "Series") that, as a result of the Special Dividend and the
Share Consolidation, the Conversion Price per ordinary share for each Series
has been adjusted as set out in the table below (the "Adjustments"), in each
case pursuant to the Conversion Price anti-dilution adjustment provisions of
the applicable Supplemental Indenture in respect of each Series set out below:

 ISIN          Principal Amount Outstanding (million)  Date of Issuance  Final Legal Maturity  Coupon                                                                                                                                           Applicable Supplemental Indenture and Conversion Price Anti-Dilution

                                    Adjustment Provision
                                                                                                       Listing and Trading Venue                                     Conversion Price before Adjustments   Conversion Price after Adjustments
 US780099CK11  $1,150                                  10/08/2015        Perpetual             8.000%  Irish Stock Exchange                                          $3.295*                               $3.314                               Section 3.01 of the Second Supplemental Indenture dated August 10, 2015

 US780097BQ34  $1,500                                  29/06/2020        Perpetual             6.000%  International Securities Market of the London Stock Exchange  $2.179                                $2.191                               Section 4.01 of the Fourth Supplemental Indenture dated June 29, 2020

 XS2258827034  £1,000                                  12/11/2020        Perpetual             5.125%  International Securities Market of the London Stock Exchange  £1.754                                £1.764                               Section 4.01 of the Sixth Supplemental Indenture dated November 12, 2020

 XS2315966742  £400                                    12/03/2021        Perpetual             4.500%  International Securities Market of the London Stock Exchange  £1.754                                £1.764                               Section 4.01 of the Seventh Supplemental Indenture dated March 12, 2021

 US639057AD02  $750                                    28/06/2021        Perpetual             4.600%  International Securities Market of the London Stock Exchange  $2.448                                $2.462                               Section 4.01 of the Eighth Supplemental Indenture dated June 28, 2021

The Adjustments became effective on the Effective Date, which was also the
date on which the Company's ordinary shares were marked ex-entitlement for
purposes of the Special Dividend.

Apart from the Adjustments listed above, the terms and conditions of each
Series remain unchanged.

Capitalized terms in respect of a Series not otherwise defined in this notice
shall have the meaning given to them in relevant Supplemental Indenture of
such Series.

 

* The Conversion Price before adjustments in respect of this Series reflects
an initial adjustment of the original Conversion Price per ordinary share from
$3.606 to $3.504 as a result of the special dividend paid by the Company on 30
April 2019 and a subsequent adjustment from $3.504 to $3.295 as a result of
the special dividend paid by the Company on 20 September 2019, in each case
pursuant to Section 3.01 of the Second Supplemental Indenture dated August 10,
2015.

For further information, please contact:

Scott Forrest

Head of NatWest Treasury DCM

NatWest Group plc

Tel: +44 (0)7747 455969

 

Paul Pybus

Investor Relations

NatWest Group plc

Tel: +44 (0)7769 161183

 

This notice has been prepared solely for information purposes and is not
intended to, and does not constitute or form part of, and should not be
construed as, an offer to sell or the solicitation of an offer to buy any
security of the Company.

 Legal Entity Identifier
 NatWest Group plc        2138005O9XJIJN4JPN90

 

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/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCSDSFWFEESEEA