REG - NatWest Group plc - Off-Market Purchase of Ordinary Shares from HMT

NatwestAnnouncement

22/05/2023 07:15

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RNS Number : 1678A  NatWest Group plc  22 May 2023

NatWest Group plc

22 May 2023

Off-market purchase of 469,200,081 ordinary shares from His Majesty's Treasury
("HM Treasury")

NatWest Group plc (the "Company") has agreed with HM Treasury to make an
off-market purchase (the "Off-Market Purchase") of 469,200,081 ordinary shares
in the Company with a nominal value of £1.0769* each ("Ordinary Shares") at a
price of 268.4 pence per Ordinary Share, being the closing price of the
Ordinary Shares on the London Stock Exchange on 19 May 2023.  The total
consideration for the Off-Market Purchase will be £1,259,333,017.40.

The purchased Ordinary Shares represent 4.95 per cent of the Company's issued
Ordinary Share capital (excluding treasury shares). The Off-Market Purchase is
expected to settle on 24 May 2023.

A contract (the "Directed Buyback Contract") between the Company and HM
Treasury was approved by the shareholders of the Company at a General Meeting
held on 6 February 2019 and signed on 7 February 2019. Amendments to the
Directed Buyback Contract were approved by the shareholders of the Company at
a General Meeting held on 25 August 2022 and signed on 17 November 2022.  The
authority from shareholders to make off-market purchases of Ordinary Shares
from HM Treasury (or its nominee) under the terms of the Directed Buyback
Contract was renewed at the Annual General Meeting on 25 April 2023.

 

The Company intends to cancel 336,200,081 of the purchased Ordinary Shares and
hold the remaining 133,000,000 Ordinary Shares in treasury. Holding Ordinary
Shares as treasury shares gives the Company the ability to cancel or re-issue
such Ordinary Shares at a later date, quickly and cost effectively, and may
provide the Company with additional flexibility in the management of its
capital base, including the allotment of Ordinary Shares in relation to its
employee share plans.

Under Chapter 11 of the Listing Rules, the Directed Buyback Contract
constitutes a related party transaction. However, the Off-Market Purchase is
treated as a smaller related party transaction under LR 11.1.10 R
(https://www.handbook.fca.org.uk/handbook/LR/11/1.html#D85) .

Upon settlement of the above transaction:

 

-     the Company will hold 217,559,121 of its Ordinary Shares as treasury
shares;

-   the Company will have in issue 9,008,272,152 Ordinary Shares (excluding
treasury shares)** and 483,140 Cumulative Preference Shares of £1; and

-     HM Treasury will hold approximately 38.69 per cent. of the Company's
voting rights.

 

The above transaction would have reduced the Company's CET1 ratio of 14.4 per
cent at 31 March 2023 by 71 basis points.  TNAV per share as at 31 March 2023
was 278p, pro-forma TNAV per share including the payment of the 2022 final
dividend of 10p would be 268p and the proposed DBB transaction would be TNAV
per share neutral.

The person responsible for arranging the release of this announcement on
behalf of the Company is Alexander Holcroft, Head of Investor Relations.

*The nominal value of Ordinary Shares without rounding is £1.076923076923077
per share

**This number does not take into account any purchases of Ordinary Shares
which (i) may have taken place but have not, at the date of this announcement,
settled under the Company's On Market Share Buyback Programme which commenced
on 20 February 2023 (the "Programme") or (ii) may take place under the
Programme between the date of this announcement and settlement of the
Off-Market Purchase.

 

 

 

 

 

 

 

 

Further information:

 

Investor Relations

+ 44 (0)207 672 1758

 

Media Relations

+44 (0)131 523 4205

 

Legal Entity Identifier: 2138005O9XJIJN4JPN90

 

Forward-looking statements

This document may include forward-looking statements within the meaning of the
United States Private Securities Litigation Reform Act of 1995, such as
statements that include, without limitation, the words 'expect', 'estimate',
'project', 'anticipate', 'commit', 'believe', 'should', 'intend', 'will',
'plan', 'could', 'probability', 'risk', 'Value-at-Risk (VaR)', 'target',
'goal', 'objective', 'may', 'endeavour', 'outlook', 'optimistic', 'prospects'
and similar expressions or variations on these expressions. These statements
concern or may affect future matters, such as the Company's future economic
results, business plans and strategies.  In particular, this document may
include forward-looking statements relating to the Company in respect of, but
not limited to: its economic and political risks, its regulatory capital
position and related requirements, its financial position, profitability and
financial performance (including financial, capital, cost savings and
operational targets), the implementation of its purpose-led strategy, its
environmental, social and governance and climate related targets, its access
to adequate sources of liquidity and funding, increasing competition from new
incumbents and disruptive technologies, its exposure to third party risks, its
ongoing compliance with the UK ring-fencing regime and ensuring operational
continuity in resolution, its impairment losses and credit exposures under
certain specified scenarios, substantial regulation and oversight, ongoing
legal, regulatory and governmental actions and investigations, the transition
of LIBOR and IBOR rates to replacement risk free rates and the Company's
exposure to operational risk, conduct risk, cyber, data and IT risk, financial
crime risk, key person risk and credit rating risk. Forward-looking
statements are subject to a number of risks and uncertainties that might cause
actual results and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking statements.
Factors that could cause or contribute to differences in current expectations
include, but are not limited to, future growth initiatives (including
acquisitions, joint ventures and strategic partnerships), the outcome of
legal, regulatory and governmental actions and investigations, the level and
extent of future impairments and write-downs, legislative, political, fiscal
and regulatory developments, accounting standards, competitive conditions,
technological developments, interest and exchange rate fluctuations, general
economic and political conditions and the impact of climate-related risks and
the transitioning to a net zero economy. These and other factors, risks and
uncertainties that may impact any forward-looking statement or the Company's
actual results are discussed in the Company's UK 2022 Annual Report and
Accounts (ARA), the Company's Interim Management Statement for Q1 2023 and its
other public filings. The forward-looking statements contained in this
document speak only as of the date of this document and the Company does not
assume or undertake any obligation or responsibility to update any of the
forward-looking statements contained in this document, whether as a result of
new information, future events or otherwise, except to the extent legally
required.

 

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