REG - NatWest Group plc - Tender Offer

NatwestAnnouncement

27/03/2023 17:00

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RNS Number : 3630U  NatWest Group plc  27 March 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.

 

March 27, 2023

 

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

NatWest Group plc (the "Offeror") has launched today a tender offer to
purchase for cash (the "Offer") any and all of its outstanding 5.125%
Subordinated Tier 2 Notes due 2024 (the "Notes").

 

The Offer is being 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 (together, the "Offer to Purchase"). Capitalized terms not
otherwise defined in this announcement have the same meaning as in the Offer
to Purchase.

 

Purpose of the Offer

 

The 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 its MREL (minimum requirement for own funds and eligible liabilities) position. The Offeror will continue to meet all of its capital requirements and MREL requirements, irrespective of the outcome of the Offer.
 
Terms of the Offer

 

The Offeror is offering to purchase for cash, on the terms and conditions
described in the Offer to Purchase, any and all of the outstanding Notes,
details of which are set out in the table below:

 

 Title of Security                          Issuer                                     ISIN/CUSIP      Principal Amount Issued  Principal Amount Outstanding  Maturity      Fixed Spread (bps)  Reference U.S. Treasury Security                                          Bloomberg Reference Page  Hypothetical Purchase Price (Illustrative)((1))
 5.125% Subordinated Tier 2 Notes due 2024  The Royal Bank of Scotland Group plc((2))  US780099CH81 /  $2,250,000,000           $876,108,000                  May 28, 2024  +135                4.625% U.S. Treasury Security due February 28, 2025 (ISIN: US91282CGN56)  FIT1                      $1,000.08

                                                                                       780099CH8                                                                                                                                                                                                    per $1,000

 

(1)    For illustrative purposes only, a hypothetical Purchase Price is set
out in the table above, based on a hypothetical Price Determination Time of
2.00 p.m. New York City time, on March 24, 2023. Holders should note that the
actual Purchase Price determined in the manner described herein and in the
Offer to Purchase could differ significantly from the hypothetical Purchase
Price set out in the table above.

(2)    Now NatWest Group plc.

 

 

The Offer will expire at 5:00 p.m., New York City time, on April 3, 2023,
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 (the "Purchase Price") for each $1,000 principal amount of
the Notes validly tendered and not validly withdrawn at or prior to the
Expiration Deadline received by the Tender Agent at or prior to the Expiration
Deadline or the Guaranteed Delivery Date (as defined herein), as the case may
be, and accepted for purchase by the Offeror, will be equal to an amount
(rounded to the nearest cent) that would reflect, as of the Settlement Date
(as defined herein), a yield to the maturity date of the Notes equal to the
sum of (i) the Reference Yield (as defined in the Offer to Purchase), plus
(ii) the fixed spread set forth in the table above (the "Fixed Spread").
Specifically, the Purchase Price will equal (i) the value of all remaining
payments of principal and interest on the Notes up to and including the
scheduled maturity of the Notes, discounted to the Settlement Date, at a
discount rate equal to (x) the Reference Yield (as defined in the Offer to
Purchase) plus (y) the Fixed Spread, minus (ii) any Accrued Interest,
calculated in the manner set out in Annex 1 to the Offer to Purchase.

 

Accrued Interest

 

In addition to the Purchase Price, holders of the Notes accepted for purchase
pursuant to the Offer will also receive, on the Settlement Date, any 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 Settlement Date (as defined below) ("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 Settlement Date
to the 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 the Offer is extended, reopened or earlier terminated, payment of the Purchase Price, plus any Accrued Interest to holders of Notes that are validly tendered and not withdrawn and accepted for purchase is expected to be made on April 5, 2023 (the "Settlement Date") or, in the case of Notes accepted for purchase pursuant to the Guaranteed Delivery Procedure, on April 6, 2023 (the "Guaranteed Delivery Settlement Date").
 
Offer Conditions

 

The Offer is not conditional upon any minimum amount of Notes being tendered.
However, the Offer is conditional upon the satisfaction or waiver of certain
conditions described in the Offer to Purchase.

 

Withdrawal Rights

 

Notes tendered pursuant to the Offer may be withdrawn at any time before the
Withdrawal Deadline. In addition, if the Offer is extended, the Withdrawal
Deadline will be extended to the earlier of (i) the Expiration Deadline (as
extended) and (ii) the 10th Business Day after the commencement of the Offer
(the "Commencement Date"). Notes tendered pursuant to the Offer may also be
withdrawn at any time after the 60th Business Day after the Commencement Date
if, for any reason, the Offer has not been consummated within 60 Business Days
of the Commencement Date. If the 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 the Offer. This is an indicative timetable and is subject to
change.

 

 Events                                                                           Dates and Times
 Commencement Date
 Commencement of the Offer upon the terms and subject to the conditions set       March 27, 2023
 forth in the Offer to Purchase.
 Price Determination Time
 The time in respect of the Offer, at which the Reference Yield for the Notes     2:00 p.m., New York City time, on April 3, 2023, unless otherwise extended
 will be determined by the Dealer Managers.
 Withdrawal Deadline
 The deadline for holders to validly withdraw Notes tendered before this date     5:00 p.m., New York City time, on April 3, 2023, unless otherwise extended
 and time, unless otherwise extended as described herein.
 Expiration Deadline
 The deadline for holders to tender Notes pursuant to the Offer in order to       5:00 p.m., New York City time, on April 3, 2023, unless otherwise extended
 qualify for payment of the Purchase Price plus any Accrued Interest.

 The Offeror will issue a press release announcing the principal amount of the
 Notes accepted for purchase pursuant to the Offer promptly after the
 Expiration Deadline.
 Guaranteed Delivery Date

 The deadline for holders using the Guaranteed Delivery Procedures described in   5:00 p.m. New York time, on April 5, 2023, the second Business Day following
 the Offer to Purchase to deliver their Notes.                                    the Expiration Deadline
 Settlement Date
 Payment of the Purchase Price, plus any Accrued Interest for all Notes validly   Expected on April 5, 2023, the second Business Day following the Expiration
 tendered and not validly withdrawn and accepted for purchase pursuant to the     Deadline
 Offer (other than the Notes tendered pursuant to the Guaranteed Delivery
 Procedures).
 Guaranteed Delivery Settlement Date
 Payment of the Purchase Price plus any Accrued Interest for all Notes validly    Expected on April 6, 2023, the third Business Day following the Expiration
 tendered and not validly withdrawn and accepted for purchase pursuant to the     Deadline
 Guaranteed Delivery Procedures.

The times and dates above are subject, where applicable, to the right of the
Offeror to extend, re-open, amend, limit, terminate or withdraw the Offer,
subject to applicable law. Accordingly, the actual timetable 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 Offer.

FURTHER INFORMATION

 

Copies of the 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 the Offer to Purchase may be
directed to the Tender Agent and any questions regarding the terms of the
Offer may be directed to the Dealer Managers listed below:

 

Tender Agent

Kroll Issuer Services
Limited
Email: natwest@is.kroll.com

Owen
Morris
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

NatWest Markets Securities
Inc.                               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 Manager

TD Securities (USA)
LLC
Telephone: +1 212 827 2842 (U.S.)

 
Telephone: +1 866 584 2096 (U.S. Toll Free)

 
Email: LM@tdsecurities.com

 
Attn: Liability Management Group

 

 

DISCLAIMER

 

This announcement and the 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 Offer. If
you are in any doubt as to the contents of this announcement or the 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 Offer. None of the Offeror, the Dealer Managers, the Tender
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 Offer.

 
OFFER RESTRICTIONS
 

European Economic Area ("EEA")

 

The communication of this announcement, the Offer to Purchase and any other
documents or materials relating to the Offer does 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
Offer.

United Kingdom

 

The communication of this announcement, the Offer to Purchase and any other
documents or materials relating to the Offer 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 Offer 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 Offer 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 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 Offer 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 Offer to Purchase relate is available only to relevant
persons and will be engaged in only with relevant persons.

 

The communication of this announcement, the Offer to Purchase and any other
documents or materials relating to the Offer does 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 Offer.

 

Belgium

 

Neither this announcement, the Offer to Purchase nor any other documents or
materials relating to the 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 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 Offer may not be advertised and the Offer will not be
extended, and neither this announcement, the Offer to Purchase nor any other
documents or materials relating to the 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 and the
Offer to Purchase have been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Offer. Accordingly,
the information contained in this announcement and the Offer to Purchase may
not be used for any other purpose or disclosed to any other person in Belgium.

 

France

 

This announcement, the Offer to Purchase and any other documents or offering
materials relating to the Offer 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 Offer to
Purchase have not been and will not be submitted for clearance to the
Autorité des marchés financiers.

 

Italy

 

None of the Offer, this announcement, the Offer to Purchase or any other
documents or materials relating to the Offer 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 Offer is 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 Offer is 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 Offer.

 

General

 

The Offer does 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 Offer 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 Offer shall be deemed to be made by such
Dealer Manager or affiliate, as the case may be, on behalf of the Offeror in
such jurisdiction.

 

Each holder participating in the Offer will be deemed to give certain
representations in respect of the jurisdictions referred to above and
generally as set out in the Offer to Purchase. Any tender of Notes pursuant to
the Offer to Purchase from a holder that is unable to make these
representations will be rejected. Each of the Offeror, 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 Offeror determines (for
any reason) that such representation is not correct, such offer to sell will
be rejected.

 

The Offeror and its respective affiliates expressly reserve the right at any
time or from time to time following completion or termination of the Offer, 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 Offer but not accepted for purchase) 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 Offer. In addition, the Offeror also
reserves the right to issue new debt securities from time to time, including
during the term of the Offer.

 

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.

 

 Legal Entity Identifier
 NatWest Group plc        2138005O9XJIJN4JPN90

 

 
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.

 

 

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