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

NatwestAnnouncement

31/05/2024 07:15

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RNS Number : 5545Q  NatWest Group plc  31 May 2024

NatWest Group plc

31 May 2024

Off-market purchase of  392,448,233 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 392,448,233 ordinary shares
in the Company with a nominal value of £1.0769* each ("Ordinary Shares") at a
price of 316.2 pence per Ordinary Share, being the closing price of the
Ordinary Shares on the London Stock Exchange on 30 May 2024.  The total
consideration for the Off-Market Purchase will be £1,240,921,312.75.

The purchased Ordinary Shares represent 4.50 per cent of the Company's issued
Ordinary Share capital (excluding treasury shares). The Off-Market Purchase is
expected to settle on 4 June 2024.

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 and at
the Annual General Meeting held on 23 April 2024 and signed on 07 May 2024.
 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 23 April 2024.

 

The Company intends to cancel 222,448,233 of the purchased Ordinary Shares and
hold the remaining 170,000,000 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 301,835,417 of its Ordinary Shares as treasury
shares;

-     the Company will have in issue 8,328,623,628 Ordinary Shares
(excluding treasury shares)** and 483,140 Cumulative Preference Shares of £1;
and

-     HM Treasury will hold approximately 22.5*** per cent. of the
Company's voting rights.

 

The Company continues to target CET1 ratio in the range of 13-14%. The
transaction is broadly TNAV per share neutral.

 

Paul Thwaite, CEO of Natwest Group commented: "This transaction represents
another important milestone for NatWest Group, building on recent momentum in
the reduction of HM Treasury's stake in the bank. We believe it is a positive
use of capital for the bank and for our shareholders and represents further
progress against the ambition to return NatWest Group to full private
ownership. Our focus remains on delivering for our customers which will, in
turn, deliver for our shareholders and the UK economy."

 

*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 19 February 2024 (the "Programme") or (ii) may take place under the
Programme between the date of this announcement and settlement of the
Off-Market Purchase.

 

*** This number is based on the Company's most recent TR-1 notification of
major shareholdings on 31 May 2024 in respect of HM Treasury's shareholding
notification dated 30 May 2024 and does not take into account any sales
executed by HM Treasury since the notification date.

 

 

 

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 NatWest Group's future economic
results, business plans and strategies.  In particular, this document may
include forward-looking statements relating to NatWest Group plc in respect
of, but not limited to: its economic and political risks, its financial
position, profitability and financial performance (including financial,
capital, cost savings and operational targets), the implementation of its
strategy, its climate and sustainability-related targets, increasing
competition from incumbents, challengers and new entrants and disruptive
technologies, its access to adequate sources of liquidity and funding, its
regulatory capital position and related requirements, 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, and NatWest Group'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 NatWest Group plc's actual results are
discussed in NatWest Group plc's 2023 Annual Report on Form 20-F, NatWest
Group plc's Interim Management Statement for Q1 2024 on Form 6-K,  and its
other public filings. The forward-looking statements contained in this
document speak only as of the date of this document and NatWest Group plc 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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