REG - NatWest Group plc NatWest Markets N.V. - Publication of Final Terms
01/08/2022 16:45
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RNS Number : 5091U NatWest Group plc 01 August 2022
NATWEST GROUP PLC AND NATWEST MARKETS N.V. COMMENCE SEPARATE CASH TENDER
OFFERS FOR CERTAIN OF THEIR RESPECTIVE OUTSTANDING NOTES
NatWest Group plc ("NatWest Group") and NatWest Markets N.V. ("NWM N.V.")
(each an "Offeror" and, together, the "Offerors") have each launched today
separate tender offers to purchase for cash (with respect to the tender offers
launched by NatWest Group, the "NatWest Group Offer", and with respect to the
tender offers launched by NWM N.V., the "NWM N.V. Offer", and collectively,
the "Offers") any and all of certain series of their respective U.S. dollar
denominated notes set out in the table below (collectively, the "Notes", and
each a "Series").
The NatWest Group Offer is being made on the terms and subject to the
conditions set out in NatWest Group's offer to purchase dated August 1, 2022
and the related Notice of Guaranteed Delivery (the "NatWest Group Offer to
Purchase"), and the NWM N.V. Offer is being made on the terms and subject to
the conditions set out in NWM N.V.'s offer to purchase dated August 1, 2022
and the related Notice of Guaranteed Delivery (the "NWM N.V. Offer to
Purchase" and, together with the NatWest Group Offer to Purchase, the "Offers
to Purchase"). Capitalized terms with respect to the NatWest Group Offer not
otherwise defined in this announcement have the same meaning as in the NatWest
Group Offer to Purchase and capitalized terms with respect to the NWM N.V.
Offer not otherwise defined in this announcement have the same meaning as in
the NWM N.V. Offer to Purchase.
Purpose of the Offers
Each Offeror is providing the holders of its Notes with an opportunity to have their Notes repurchased while maintaining a responsible approach to the management of its capital position and, in the case of NatWest Group, its MREL (minimum requirement for own funds and eligible liabilities) position. Each Offeror will continue to meet all of its capital requirements and, in the case of the NatWest Group, MREL requirements, irrespective of the outcome of its Offer.
Terms of the Offers
NatWest Group is offering to purchase for cash, on the terms and conditions
described in the NatWest Group Offer to Purchase, any and all of the
outstanding Notes set out in the table below:
Title of Security Issuer ISIN/CUSIP Principal Amount Issued Principal Amount Outstanding Fixed Spread (bps) Reference U.S. Treasury Security Maturity Bloomberg Reference Page Hypothetical Purchase Price (Illustrative)((1))
6.125% Subordinated Tier 2 Notes due 2022 The Royal Bank of Scotland Group plc ((2)) US780099CE50 / $2,250,000,000 $1,303,830,000 +40 1.625% U.S. Treasury due December 15, 2022 (ISIN: US912828YW42) December 15, 2022 FIT T/0-1 $1,010.40
780099CE5 per $1,000
6.100% Subordinated Tier 2 Notes due 2023 The Royal Bank of Scotland Group plc ((2)) US780097AY76 / $1,000,000,000 $465,426,000 +90 0.250% U.S. Treasury Security due June 15, 2023 (ISIN: US912828ZU76) June 10, 2023 FIT T/0-1 $1,018.04
780097AY7 per $1,000
6.000% Subordinated Tier 2 Notes due 2023 The Royal Bank of Scotland Group plc((2)) US780097AZ42 / $2,000,000,000 $1,396,278,000 +125 3.000% U.S. Treasury Security due June 30, 2024 (ISIN: US91282CEX56) December 19, 2023 FIT1 $1,023.97
780097AZ4 per $1,000
5.125% Subordinated Tier 2 Notes due 2024 The Royal Bank of Scotland Group plc((2)) US780099CH81 / $2,250,000,000 $1,241,175,000 +145 3.000% U.S. Treasury Security due June 30, 2024 (ISIN: US91282CEX56) May 28, 2024 FIT1 $1,013.01
780099CH8 per $1,000
3.875% The Royal Bank of Scotland Group plc((2)) US780097BD21 $2,650,000,000 $2,650,000,000 +75 3.000% U.S. Treasury Security due June 30, 2024 (ISIN: US91282CEX56) September 12, 2023 FIT1 $1,002.23
Senior Notes due 2023
/ 780097BD2 per $1,000
(1) For illustrative purposes only, a hypothetical Purchase Price for
each Series is set out in the table above, based on a hypothetical Price
Determination Time of 2.00 p.m. New York City time, on July 29, 2022. Holders
should note that the actual Purchase Price for each Series determined in the
manner described herein and in the relevant Offer to Purchase could differ
significantly from the hypothetical Purchase Price for each Series set out in
the table above.
(2) Currently NatWest Group plc.
NWM N.V. is offering to purchase for cash, on the terms and conditions
described in the NWM N.V. Offer to Purchase, any and all of the outstanding
Notes set out in the table below:
Title of Security Issuer ISIN/CUSIP Principal Amount Issued Principal Amount Outstanding Fixed Spread (bps) Reference U.S. Treasury Security Maturity Bloomberg Reference Page Hypothetical Purchase Price (Illustrative)((1))
7.750% Subordinated Deposit Notes, Series B, due 2023 NatWest Markets N.V.((2)) US00077TAA25 / 00077TAA2 $250,000,000 $135,566,000 +75 0.125% U.S. Treasury Security due May 15, 2023 (ISIN: US912828ZP81) May 15, 2023 FIT T/0-1 $1,029.92 per $1,000
7.125% Subordinated Deposit Notes, Series B, due 2093 NatWest Markets N.V.((2)) US00077TAB08 / 00077TAB0 $150,000,000 $150,000,000 +120 2.250% U.S. Treasury Security due February 15, 2052 (ISIN: US912810TD00) Oct 15, 2093 FIT1 $1,656.99 per $1,000
(1) For illustrative purposes only, a hypothetical Purchase Price for
each Series is set out in the table above, based on a hypothetical Price
Determination Time of 2.00 p.m. New York City time, on July 29, 2022. Holders
should note that the actual Purchase Price for each Series determined in the
manner described herein and the relevant Offer to Purchase could differ
significantly from the hypothetical Purchase Price for each Series set out in
the table above.
(2) NatWest Markets N.V. (formerly known as ABN AMRO Bank N.V., of which
ABN AMRO Bank N.V., New York Branch, was a part).
Each Offer will expire at 5:00 p.m., New York City time, on August 8, 2022,
unless it is extended (such date and time, as the same may be extended, the
"Expiration Deadline") or earlier terminated.
Purchase Price; Accrued Interest
Purchase Price
The purchase price (in respect of each Series, the "Purchase Price") for each
$1,000 principal amount of the Notes of the relevant Series validly tendered
and not validly withdrawn at or prior to the relevant Expiration Deadline
received by the Tender Agent at or prior to the relevant Expiration Deadline
or the relevant Guaranteed Delivery Date (as defined herein), as the case may
be, and accepted for purchase by the relevant Offeror, will be equal to an
amount (rounded to the nearest cent) that would reflect, as of the relevant
Settlement Date (as defined herein), a yield to the maturity date of such
Series equal to the sum of (i) the Reference Yield (as defined in the relevant
Offer to Purchase) for such Series, plus (ii) the fixed spread in respect of
such Series set forth in the relevant table above (in respect of each Series,
the "Fixed Spread"). Specifically, the relevant Purchase Price will equal (i)
the value of all remaining payments of principal and interest on the Notes of
the relevant Series up to and including the scheduled maturity of the relevant
Series, discounted to the relevant Settlement Date, at a discount rate equal
to (x) the relevant Reference Yield (as defined in the relevant Offer to
Purchase) plus (y) the relevant Fixed Spread, minus (ii) any Accrued Interest
in respect of the Notes of the relevant Series, in each case calculated in the
manner set out in the relevant Annex to the relevant Offer to Purchase.
Accrued Interest
In addition to the relevant Purchase Price, holders of the Notes accepted for
purchase pursuant to the relevant Offer(s) will also receive, on the relevant
Settlement Date, accrued and unpaid interest on each $1,000 principal amount
of such Notes (rounded to the nearest cent) from, and including, the last
interest payment date up to, but not including, the relevant Settlement Date
("Accrued Interest"). Holders whose Notes are tendered and accepted for
purchase pursuant to the Guaranteed Delivery Procedures will not receive
payment in respect of any interest for the period from and including the
relevant Settlement Date to the relevant Guaranteed Delivery Settlement Date.
Accrued Interest for each $1,000 principal amount of such Notes validly
tendered and accepted for purchase will be rounded to the nearest $0.01, with
$0.005 being rounded upwards, in accordance with the conditions of such Notes.
Settlement
Unless an Offer is extended, reopened or earlier terminated, payment of the relevant Purchase Price, plus any Accrued Interest to holders of Notes that are validly tendered and not withdrawn and accepted for purchase in such Offer is expected to be made on August 10, 2022 (in respect of each Offer, the "Settlement Date") or, in the case of Notes accepted for purchase pursuant to the Guaranteed Delivery Procedure, on August 11, 2022 (in respect of each Offer, the "Guaranteed Delivery Settlement Date").
Offer Conditions
Each Offer is not conditional upon any minimum amount of Notes being tendered.
However, each Offer is conditional upon the satisfaction or waiver of certain
conditions described in the relevant Offer to Purchase.
An Offeror's obligation to accept for purchase and pay for the Notes that are
validly tendered and not withdrawn in the relevant Offer is not conditioned
upon the outcome of the other Offeror's Offer.
Withdrawal Rights
Notes tendered pursuant to an Offer may be withdrawn at any time before the
relevant Withdrawal Deadline. In addition, if the relevant Offer is extended,
the related Withdrawal Deadline will be extended to the earlier of (i) the
relevant Expiration Deadline (as extended) and (ii) the 10th Business Day
after the commencement of the relevant Offer (in respect of each Offer, the
"Commencement Date"). Notes tendered pursuant to an Offer may also be
withdrawn at any time after the 60th Business Day after the relevant
Commencement Date if, for any reason, that Offer has not been consummated
within 60 Business Days of the relevant Commencement Date. If the relevant
Offer is terminated without any Notes being purchased thereunder, the Notes
tendered pursuant thereto will be promptly returned to the tendering holders.
The relevant deadline set by DTC or any intermediary for the submission of Tender Instructions may be earlier than the deadlines set out herein.
Indicative Timetable
The following table sets out the expected dates and times of the key events
relating to each Offer. This is an indicative timetable and is subject to
change.
Events Dates and Times
Commencement Date
Commencement of the Offers upon the terms and subject to the conditions set August 1, 2022
forth in the relevant Offer to Purchase.
Price Determination Time
The time in respect of each Offer, at which the Reference Yield for each 2:00 p.m., New York City time, on August 8, 2022, unless otherwise extended in
Series of Notes will be determined by the relevant Dealer Managers. respect of the relevant Offer
Withdrawal Deadline
The deadline in respect of each Offer for holders to validly withdraw Notes 5:00 p.m., New York City time, on August 8, 2022, unless otherwise extended in
tendered before this date and time, unless otherwise extended as described respect of the relevant Offer
herein.
Expiration Deadline
The deadline in respect of each Offer for holders to tender Notes pursuant to 5:00 p.m., New York City time, on August 8, 2022, unless otherwise extended in
the relevant Offer in order to qualify for payment of the relevant Purchase respect of the relevant Offer
Price plus any Accrued Interest.
Each Offeror will issue a press release announcing the principal amount of
each Series accepted for purchase pursuant to the relevant Offer promptly
after the relevant Expiration Deadline.
Guaranteed Delivery Date
The deadline in respect of each Offer for holders using the Guaranteed 5:00 p.m. New York time, on the second Business Day following the relevant
Delivery Procedures described in the relevant Offer to Purchase to deliver Expiration Deadline
their Notes.
Settlement Date
Payment in respect of each Offer of the relevant Purchase Price, plus any Expected on August 10, 2022, the second Business Day following the relevant
Accrued Interest for all Notes validly tendered and not validly withdrawn and Expiration Deadline
accepted for purchase pursuant to the relevant Offer (other than the Notes
tendered in either Offer pursuant to the Guaranteed Delivery Procedures).
Guaranteed Delivery Settlement Date
Payment in respect of each Offer of the relevant Purchase Price plus any Expected on August 11, 2022, the third Business Day following the relevant
Accrued Interest for all Notes validly tendered and not validly withdrawn and Expiration Deadline
accepted for purchase pursuant to the Guaranteed Delivery Procedures.
The times and dates above are subject, where applicable, to the right of each
Offeror to extend, re-open, amend, limit, terminate or withdraw its respective
Offers, subject to applicable law. Accordingly, the actual timetable in
respect of either or both Offers may differ significantly from the expected
timetable set out above.
Holders should confirm with the bank, securities broker or any other
intermediary through which they hold their Notes whether such intermediary
needs to receive instructions from a holder before the deadlines specified
above in order for that holder to be able to participate in, or withdraw their
instruction to participate in, the Offers.
FURTHER INFORMATION
Copies of each Offer to Purchase are available at the following web address:
https://deals.is.kroll.com/natwest (https://deals.is.kroll.com/natwest)
Requests for assistance or additional copies of an Offer to Purchase may be
directed to the Tender Agent and any questions regarding the terms of the
Offer may be directed to the relevant Dealer Managers listed below:
Tender Agent in respect of each Offer
Kroll Issuer Services
Limited
Email: natwest@is.kroll.com
Arlind Bytyqi / Jacek
Kusion
Telephone: +44 20 7704 0880
NatWest Treasury Markets
Scott Forrest Email: Scott.Forrest@Natwest.com
Head of Treasury
DCM
Telephone: +44 7747 455969
Investor Relations
Paul Pybus
Email: paul.pybus@natwest.com
Head of Debt Investor Relations
Telephone: +44 776
916 1183
250
Bishopsgate
London EC2M 4AA
Global Arranger and Lead Dealer Manager in respect of each Offer
NatWest
Markets
Telephone: +44 20 7678 5222 (UK)
Telephone: +1 203 897 6166 (U.S.)
Telephone: +1 866 884 2071 (U.S. Toll Free)
Email: liabilitymanagement@natwestmarkets.com
Attn: Liability Management
Dealer Managers with respect to the NatWest Group Offer
Merrill Lynch
International
Telephone: +44 207 996 5420 (Europe)
Telephone: +1 (980) 387-3907 (U.S.)
Telephone: +1 (888) 292-0070 (U.S. Toll Free)
Email: DG.LM-EMEA@bofa.com
Attn: Liability Management Group
Morgan Stanley & Co.
LLC
Telephone: +44 20 7677 5040 (Europe)
Telephone: +1 212 761 1057 (U.S.)
Telephone: +1 800 624 1808 (U.S. Toll Free)
Email: liabilitymanagement@morganstanley.com
Attn: Liability Management (in the U.S.)
Attn: Liability Management Group (in Europe)
Wells Fargo Securities,
LLC
Telephone: +44 (0) 203 942 9680 (Europe)
Telephone: +1 (704) 410-4756 (U.S.)
Telephone: +1 (866) 309-6316 (U.S. Toll Free)
Email: LiabilityManagement@wellsfargo.com
Attn: Liability Management Group
Dealer Managers with respect to the NWM N.V. Offer
BofA Securities Europe
SA
Telephone: +33 1 877 01057 (Europe)
Telephone: +1 (980) 387-3907 (U.S.)
Telephone: +1 (888) 292-0070 (U.S. Toll Free)
Email: DG.LM-EMEA@bofa.com
Attn: Liability Management Group
Morgan Stanley & Co.
LLC
Telephone: +44 20 7677 5040 (Europe)
Telephone: +1 212 761 1057 (U.S.)
Telephone: +1 800 624 1808 (U.S. Toll Free)
Email: liabilitymanagement@morganstanley.com
Attn: Liability Management (in the U.S.)
Attn: Liability Management Group (in Europe)
Wells Fargo Securities,
LLC
Telephone: +44 (0) 203 942 9680 (Europe)
Telephone: +1 (704) 410-4756 (U.S.)
Telephone: +1 (866) 309-6316 (U.S. Toll Free)
Email: LiabilityManagement@wellsfargo.com
Attn: Liability Management Group
DISCLAIMER
This announcement and each Offer to Purchase (including the documents
incorporated by reference therein) contain important information which should
be read carefully before any decision is made with respect to the relevant
Offer. If you are in any doubt as to the contents of this announcement or the
relevant Offer to Purchase or the action you should take, you are recommended
to seek your own financial and legal advice, including as to any tax
consequences, immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial or legal adviser. Any individual or
company whose Notes 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 Offerors, the
Dealer Managers, the Tender Agent, the fiscal agent or the trustee (as
applicable) with respect to the Notes (or any of their respective directors,
employees or affiliates) make any recommendation as to whether holders should
tender Notes pursuant to the Offers.
OFFER RESTRICTIONS
European Economic Area ("EEA")
The communication of this announcement, the Offers to Purchase and any other
documents or materials relating to the Offers do not constitute an offer of
securities to the public for the purposes of Regulation (EU) 2017/1129 (as
amended, the "Prospectus Regulation") and accordingly the requirement to
produce a prospectus under the Prospectus Regulation does not apply to the
Offers.
United Kingdom
The communication of this announcement, the Offers to Purchase and any other
documents or materials relating to the Offers are not being made, and such
documents and/or materials have not been approved, by an authorized person for
the purposes of section 21 of the Financial Services and Markets Act 2000 (the
"FSMA"). Accordingly, this announcement, the Offers to Purchase and such other
documents and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. The communication of
the Offers to Purchase and such other documents and/or materials is exempt
from the restriction on financial promotions under section 21 of the FSMA on
the basis that they are only being distributed to and are only directed at
persons to whom they can lawfully be circulated outside the United Kingdom or
to: (i) persons in the United Kingdom having professional experience in
matters relating to investments 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 (as amended, the "Order"));
(ii) persons falling within Article 43 of the Order; or (iii) any other
persons to whom the relevant Offer to Purchase and such other documents and/or
materials may otherwise lawfully be communicated under the Order (all such
persons together being referred to as "relevant persons"). This announcement
and the Offers to Purchase and such documents and/or materials are directed
only at relevant persons and must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which this
announcement and the Offers to Purchase relate is available only to relevant
persons and will be engaged in only with relevant persons.
The communication of this announcement, the Offers to Purchase and any other
documents or materials relating to the Offers do not constitute an offer of
securities to the public for the purposes of s of Regulation (EU) 2017/1129
(as amended) as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018 (EUWA) (the "UK Prospectus Regulation")
and accordingly the requirement to produce a prospectus under the UK
Prospectus Regulation does not apply to the Offers.
Belgium (in respect of the NatWest Group Offer only)
Neither this announcement (in so far as it relates to the NatWest Group
Offer), the NatWest Group Offer to Purchase nor any other documents or
materials relating to the NatWest Group Offer have been submitted to or will
be submitted for approval or recognition to the Financial Services and Markets
Authority (Autorité des services et marchés financiers / Autoriteit voor
financiële diensten en markten) and, accordingly, the NatWest Group Offer may
not be made in Belgium by way of a public offering, as defined in Articles 3
and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended
or replaced from time to time. Accordingly, the NatWest Group Offer may not be
advertised and the NatWest Group Offer will not be extended, and neither this
announcement, the NatWest Group Offer to Purchase nor any other documents or
materials relating to the NatWest Group Offer (including any memorandum,
information circular, brochure or any similar documents) have been or shall be
distributed or made available, directly or indirectly, to any person in
Belgium other than "qualified investors" in the sense of Article 2(e) of the
Prospectus Regulation, acting on their own account. This announcement (in so
far as it relates to the NatWest Group Offer) and the NatWest Group Offer to
Purchase have been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the NatWest Group Offer.
Accordingly, the information contained in this announcement (in so far as it
relates to the NatWest Group Offer) and the NatWest Group Offer to Purchase
may not be used for any other purpose or disclosed to any other person in
Belgium.
France
This announcement, the Offers to Purchase and any other documents or offering
materials relating to the Offers may not be distributed in the Republic of
France except to qualified investors (investisseurs qualifiés) as defined in
Article 2(e) of the Prospectus Regulation. This announcement and the Offers to
Purchase have not been and will not be submitted for clearance to the
Autorité des marchés financiers.
Italy
None of the Offers, this announcement, the Offers to Purchase or any other
documents or materials relating to the Offers has been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società e la
Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations.
The Offers are being carried out in the Republic of Italy ("Italy") as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act")
and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14,
1999, as amended (the "Issuers' Regulation"). The Offers are also being
carried out in compliance with article 35-bis, paragraph 7 of the Issuers'
Regulation.
Holders or beneficial owners of the Notes located in Italy can tender the
Notes through authorized 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 February 15,
2018, as amended from time to time, and Legislative Decree No. 385 of
September 1, 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
Notes and the Offers.
General
The Offers do not constitute an offer to buy or the solicitation of an offer
to sell Notes (and offers to sell will not be accepted from the holders) in
any circumstances in which such offer or solicitation is unlawful. In those
jurisdictions where the securities or other laws require the Offers to be made
by a licensed broker or dealer or similar and any of the Dealer Managers or
any of the Dealer Manager's respective affiliates is such a licensed broker or
dealer in that jurisdiction, the Offers shall be deemed to be made by such
Dealer Manager or affiliate, as the case may be, on behalf of the relevant
Offeror in such jurisdiction.
Each holder participating in the Offers will be deemed to give certain
representations in respect of the jurisdictions referred to above and
generally as set out in the relevant Offer to Purchase. Any tender of Notes
pursuant to an Offer to Purchase from a holder that is unable to make these
representations will be rejected. Each of the Offerors, the Dealer Managers
and Kroll Issuer Services Limited reserves the right, in its absolute
discretion (and without prejudice to the relevant holder's responsibility for
the representations made by it), to investigate in relation to any tender of
Notes, whether any such representation given by a holder is correct and, if
such investigation is undertaken and as a result the relevant Offeror
determines (for any reason) that such representation is not correct, such
offer to sell will be rejected.
Each Offeror and their respective affiliates expressly reserve the right at
any time or from time to time following completion or termination of the
Offers made by it, to purchase or exchange or offer to purchase or exchange
Notes or to issue an invitation to submit offers to sell Notes (including,
without limitation, those tendered pursuant to the relevant Offer(s) but not
accepted for purchase by it) through open market purchases, privately
negotiated transactions, tender offers, exchange offers or otherwise, in each
case on terms that may be more or less favorable than those contemplated by
the relevant Offer(s). In addition, each Offeror also reserves the right to
issue new debt securities from time to time, including during the term of the
Offers made by it.
THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS
INSIDE INFORMATION FOR NATWEST GROUP PLC, FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) 596/2014 (MAR) AS IT FORMS PART OF DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. THIS ANNOUNCEMENT IS
MADE BY ALEXANDER HOLCROFT, HEAD OF INVESTOR RELATIONS FOR NATWEST GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS
INSIDE INFORMATION FOR NatWest Markets N.V., FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (MAR). FOR THE PURPOSES OF MAR AND
ARTICLE 2 OF COMMISSION IMPLEMENTING REGULATION (EU) 2016/1055, THIS
ANNOUNCEMENT IS MADE BY Vasileios TSAGRIS, TREASURER OF NatWest Markets N.V.
Legal Entity Identifiers
NatWest Group plc 2138005O9XJIJN4JPN90
NatWest Markets N.V. X3CZP3CK64YBHON1LE12
FORWARD-LOOKING STATEMENTS
From time to time, the Offerors may make statements, both written and oral,
regarding our assumptions, projections, expectations, intentions or beliefs
about future events. These statements constitute "forward-looking
statements". The Offerors caution that these statements may and often do
vary materially from actual results. Accordingly, the Offerors cannot assure
you that actual results will not differ materially from those expressed or
implied by the forward-looking statements. You should read the sections
entitled "Risk Factors" in the relevant Offer to Purchase, in the Annual
Report and H1 2022 Interim Report of the relevant Offeror which is
incorporated by reference therein and "Forward-Looking Statements" in the
Annual Report and H1 2022 Interim Report of the relevant Offeror, which is
incorporated by reference in the relevant Offer to Purchase.
Any forward-looking statements made herein or in the documents incorporated by
reference herein speak only as of the date they are made. Except as required
by the U.K. Financial Conduct Authority (the "FCA") or the Dutch Authority for
the Financial Markets (the "AFM"), as applicable, any applicable stock
exchange or any applicable law, the Offerors expressly disclaim any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statement contained in the relevant Offer to Purchase or the
documents incorporated by reference herein to reflect any changes in
expectations with regard thereto or any new information or any changes in
events, conditions or circumstances on which any such statement is based. The
reader should, however, (i) with respect to NatWest Group consult any
additional disclosures that NatWest Group has made or may make in documents
that NatWest Group has filed or may file with the U.S. Securities and Exchange
Commission and (ii) with respect to NWM N.V. consult any additional
disclosures that NWM N.V. has made or may make in documents that NWM N.V. has
filed or may file with the AFM.
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