REG - NatWest Group plc - Results of Cash Tender Offer

NatwestAnnouncement

04/04/2023 14:15

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RNS Number : 3612V  NatWest Group plc  04 April 2023

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION
OR DISTRIBUTION IS UNLAWFUL (SEE "OFFER RESTRICTIONS" BELOW).

 

THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A
SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.

 

 

,

 

 

April 4, 2023

 

NATWEST GROUP PLC - RESULTS OF THE CASH TENDER OFFER FOR ANY AND ALL OF ITS
OUTSTANDING 5.125% SUBORDINATED TIER 2 NOTES DUE 2024

NatWest Group plc (the "Offeror") is announcing today the results of its
previously announced cash tender offer (the "Offer") for any and all of its
outstanding 5.125% Subordinated Tier 2 Notes due 2024 (the "Notes").

The Offer was made on the terms and subject to the conditions set out in the
offer to purchase dated March 27, 2023 and the related Notice of Guaranteed
Delivery (the "Offer to Purchase"). Capitalized terms not otherwise defined in
this announcement have the same meaning as in the Offer to Purchase.

Results of the Offer

The Tender Agent informed the Offeror that $339,732,000 in aggregate principal
amount of the Notes were validly tendered and not validly withdrawn by 5:00
p.m., New York City time, on April 3, 2023 (the "Expiration Deadline"), as
more fully set forth in the table below. The Offeror has accepted all Notes
that were validly tendered and not validly withdrawn prior to the Expiration
Deadline. As of the Expiration Deadline, no Notes were tendered using the
Guaranteed Delivery Procedures.

The Offeror estimates that the impact on its Q2 2023 results will be de
minimis.

With respect to the Offer, the table below sets forth, among other things, the
principal amount of Notes validly tendered and not validly withdrawn at or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
 5.125% Subordinated Tier 2 Notes due 2024  The Royal Bank of Scotland Group plc((1))  US780099CH81 /  $876,108,000                  $339,732,000                                                                   $996.76

                                                                                       780099CH8

 

(1)    Now NatWest Group plc.

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

 

The Settlement Date is expected to be April 5, 2023 and the Guaranteed
Delivery Settlement Date is expected to be April 6, 2023. For the avoidance of
doubt, Holders whose Notes are tendered and purchased 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 Settlement Date to the Guaranteed Delivery Settlement Date.

 

FURTHER INFORMATION

 

Kroll Issuer Services Limited acted as tender agent with respect to the Offer.
NatWest Markets Securities Inc., an affiliate of the Offeror, acted as Global
Arranger and Lead Dealer Manager with respect to the Offer. TD Securities
(USA) LLC (together with NatWest Markets Securities Inc.) acted as Dealer
Manager with respect to the Offer.

 

Questions regarding the Offer should be directed to NatWest Markets Securities
Inc. at +44 20 7678 5222 (UK), +1 203 897 6166 (U.S.) or +1 866 884 2071 (U.S.
Toll Free) and TD Securities (USA) LLC at +1 212 827 2842 (U.S.) or +1 866 584
2096 (U.S. Toll Free).

 
FORWARD-LOOKING STATEMENTS
 

From time to time, the Offeror may make statements, both written and oral,
regarding its assumptions, projections, expectations, intentions or beliefs
about future events.  These statements constitute "forward-looking
statements". The Offeror cautions that these statements may and often do vary
materially from actual results. Accordingly, the Offeror 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 Offer to Purchase and in the Annual Report of the Offeror on
Form 20-F, which is incorporated by reference therein, and in the section
entitled "Forward-Looking Statements" in the Annual Report of the Offeror on
Form 20-F, which is incorporated by reference in the Offer to Purchase.

 

Any forward-looking statements made herein, the Offer to Purchase or in the
documents incorporated by reference therein speak only as of the date they are
made. Except as required by the U.K. Financial Conduct Authority, any
applicable stock exchange or any applicable law, the Offeror expressly
disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statement contained herein, in the Offer to
Purchase or the documents incorporated by reference therein 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, consult any additional disclosures that the
Offeror has made or may make in documents that the Offeror has filed or may
file with the U.S. Securities and Exchange Commission.

 

 

 Legal Entity Identifier
 NatWest Group plc        2138005O9XJIJN4JPN90

 

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