REG - NatWest Group plc NatWest Markets N.V. - Results of Tender Offers

NatwestAnnouncement

09/08/2022 18:30

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RNS Number : 4720V  NatWest Group plc  09 August 2022

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August 9, 2022

 

NATWEST GROUP PLC AND NATWEST MARKETS N.V. - RESULTS OF 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") are each today announcing
the results of their previously announced separate cash tender offers (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", each an "Offer") in respect of any and all of certain series of
their respective U.S. dollar denominated notes set out in the table below
(collectively, the "Notes").

The NatWest Group Offer was 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").
The NWM N.V. Offer was 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.
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.

Results for the NatWest Group Offer

With respect to the NatWest Group Offer, the Tender Agent informed NatWest
Group that $3,395,689,000 in aggregate principal amount of its Notes were
validly tendered and not validly withdrawn by 5:00 p.m., New York City time,
on August 8, 2022 (the "Expiration Deadline"), as more fully set forth in the
table below. NatWest Group has accepted all Notes that were validly tendered
and not validly withdrawn prior to the Expiration Deadline. In addition,
$6,098,000 in aggregate principal amount of the Notes were tendered in the
NatWest Group Offer using the Guaranteed Delivery Procedures.

With respect to the NatWest Group Offer, the table below sets forth, among
other things, the principal amount of each series of Notes validly tendered
and not validly withdrawn at or prior to the Expiration Deadline:

 

 

 Title of Security                          Issuer((1))                                 ISIN/CUSIP      Principal Amount Outstanding  Aggregate Principal Amount Tendered Excluding Notes Tendered Using Guaranteed                                                                  Purchase Price((2))
                                                                                                                                      Delivery Procedures

                                                                                                                                                                                                                     Aggregate Principal Amount Tendered Using Guaranteed Delivery
                                                                                                                                                                                                                     Procedures
 6.125% Subordinated Tier 2 Notes due 2022  The Royal Bank of Scotland Group plc ((1))  US780099CE50 /  $1,303,830,000                $402,115,000                                                                   $0                                                              $1,010.05

                                                                                        780099CE5
 6.100% Subordinated Tier 2 Notes due 2023  The Royal Bank of Scotland Group plc ((1))  US780097AY76 /  $465,426,000                  $312,800,000                                                                   $53,000                                                         $1,015.73

                                                                                        780097AY7
 6.000% Subordinated Tier 2 Notes due 2023  The Royal Bank of Scotland Group plc((1))   US780097AZ42 /  $1,396,278,000                $736,763,000                                                                   $0                                                              $1,019.74

                                                                                        780097AZ4
 5.125% Subordinated Tier 2 Notes due 2024  The Royal Bank of Scotland Group plc((1))   US780099CH81 /  $1,241,175,000                $364,867,000                                                                   $200,000                                                        $1,007.51

                                                                                        780099CH8
 3.875%                                     The Royal Bank of Scotland Group plc((1))   US780097BD21    $2,650,000,000                $1,579,144,000                                                                 $5,845,000                                                      $998.85

Senior Notes due 2023

                                                                                        / 780097BD2

 

(1)    Currently NatWest Group plc.

(2)    Per $1,000 principal amount of the Notes validly tendered and
accepted for purchase.

 

Results for the NWM N.V. Offer

With respect to the NWM N.V. Offer, the Tender Agent informed NWM N.V. that
$163,431,000 in aggregate principal amount of its Notes were validly tendered
and not validly withdrawn by the Expiration Deadline, as more fully set forth
in the table below. NWM N.V. has accepted all Notes that were validly tendered
and not validly withdrawn prior to the Expiration Deadline. No Notes were
tendered in the NWM N.V. Offer using the Guaranteed Delivery Procedures.

With respect to the NWM N.V. Offer, the table below sets forth, among other
things, the principal amount of each series of Notes validly tendered and not
validly withdrawn at or prior to the Expiration Deadline:

 

 Title of Security                                      Issuer((1))                ISIN/CUSIP                Principal Amount Outstanding  Aggregate Principal Amount Tendered  Purchase Price((2))
 7.750% Subordinated Deposit Notes, Series B, due 2023  NatWest Markets N.V.((1))  US00077TAA25 / 00077TAA2  $135,566,000                  $35,044,000                          $1,028.32
 7.125% Subordinated Deposit Notes, Series B, due 2093  NatWest Markets N.V.((1))  US00077TAB08 / 00077TAB0  $150,000,000                  $128,387,000                         $1,647.06

 

(1)    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).

(2)    Per $1,000 principal amount of the Notes validly tendered and
accepted for purchase.

 

The Settlement Date for each Offer is expected to be August 10, 2022 and the
Guaranteed Delivery Settlement Date for each Offer is expected to be August
11, 2022. For the avoidance of doubt, Holders whose Notes are tendered and
purchased in either Offer pursuant to the Guaranteed Delivery Procedures will
not receive payment in respect of any interest or any distribution, as the
case may be, for the period from and including the relevant Settlement Date to
the relevant Guaranteed Delivery Settlement Date.

 

 

FURTHER INFORMATION

 

Kroll Issuer Services Limited acted as tender agent with respect to each
Offer. NatWest Markets Securities Inc., an affiliate of the Offeror, acted as
Global Arranger and Lead Dealer Manager with respect to each Offer. Merrill
Lynch International, Morgan Stanley & Co. LLC and Wells Fargo Securities,
LLC (together with NatWest Markets Securities Inc.) acted as Dealer Managers
with respect to the NatWest Group Offer. BofA Securities Europe SA, Morgan
Stanley & Co. LLC and Wells Fargo Securities, LLC (together with NatWest
Markets Securities Inc.) acted as Dealer Managers with respect to the NWM N.V.
Offer.

 

Questions regarding the NatWest Group Offer should be directed to NatWest
Markets Securities Inc. at +44 20 7678 5222, +1 203 897 6166 (U.S.) or +1 866
884 2071 (U.S. Toll Free), Merrill Lynch International at +44 20 7996 5420
(London), +1 888 292 0070 (U.S. Toll Free) or +1 980 387 3907 (U.S.), Morgan
Stanley & Co. LLC at +44 20 7677 5040 (Europe), +1 800 624 1808 (U.S. Toll
Free) or +1 212 761 1057 (U.S.) and Wells Fargo Securities, LLC at +44 203 942
9680 (Europe), +1 866 309 6316  (U.S. Toll Free) or +1 704 410 4756 (U.S.).

 

Questions regarding the NWM N.V. Offer should be directed to NatWest Markets
Securities Inc. at +44 20 7678 5222, +1 203 897 6166 (U.S.) or +1 866 884 2071
(U.S. Toll Free), BofA Securities Europe SA at +33 1 877 01057 (Europe), +1
888 292 0070 (U.S. Toll Free) or +1 980 387 3907 (U.S.), Morgan Stanley &
Co. LLC at +44 20 7677 5040 (Europe), +1 800 624 1808 (U.S. Toll Free) or +1
212 761 1057 (U.S.) and Wells Fargo Securities, LLC at +44 203 942 9680
(Europe), +1 866 309 6316  (U.S. Toll Free) or +1 704 410 4756 (U.S.).

 

 
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.

 

 

 Legal Entity Identifiers
 NatWest Group plc         2138005O9XJIJN4JPN90
 NatWest Markets N.V.      X3CZP3CK64YBHON1LE12

 

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