REG - UK Govt. Invs. Ltd - Disposal of Shares in NatWest Group for £1.2bn

NatwestAnnouncement

28/03/2022 08:15

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RNS Number : 1559G  UK Government Investments Limited  28 March 2022

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28 March 2022

UK Government Investments Limited ("UKGI")

Disposal of 549,851,147 Shares in NatWest Group plc for £1.2bn in total,
resulting in HM Treasury's voting rights falling below 50%

UKGI announces the successful completion of the disposal of part of Her
Majesty's Treasury's ("HM Treasury") shareholding in NatWest Group plc (the
"Company"). The disposal was effected by way of an off-market purchase (the
"Off-Market Purchase") by the Company of 549,851,147 ordinary shares in the
Company with a nominal value of £1.00 each (the "Shares"), pursuant to a
contract between the Company and HM Treasury signed on 7 February 2019 and
most recently reapproved by the Company's shareholders at its Annual General
Meeting on 28 April 2021 (the "Directed Buyback Contract").

The price paid by the Company for each Share was, in accordance with the
Directed Buyback Contract, 220.5 pence, being the price at the close of
trading on 25 March 2022 on the main market for listed securities of London
Stock Exchange plc. The total consideration for the Off-Market Purchase will
be £1,212,421,779.

As a result of the Off-Market Purchase, HM Treasury's percentage of voting
rights in the Company will fall below 50% to approximately 48.1% following
cancellation of the purchased Shares, from approximately 50.6%.  Going
forward, HM Treasury's percentage of voting rights may increase if Shares are
purchased by the Company under its ongoing share buyback programme. Any such
increases will, however, be offset (in whole or in part) by any sale of Shares
by HM Treasury under the trading plan announced on 22 July 2021 and managed by
Morgan Stanley & Co. International plc which has not been paused in
connection with the Off-Market Purchase.  The Panel on Takeovers and Mergers
has confirmed that any such increases in HM Treasury's percentage of voting
rights as a result of share buybacks by the Company will not carry any
consequences under Rule 9 of the City Code on Takeovers and Mergers.

UKGI and HM Treasury will continue to keep other disposal options under review
so as to achieve value for money for taxpayers, including by way of
accelerated bookbuilds.

Settlement of the Off-Market Purchase will occur on 30 March 2022.

Goldman Sachs is acting as Privatisation Adviser. Freshfields Bruckhaus
Deringer LLP is acting as legal counsel to UKGI in respect of English and US
law.

Contacts:

UKGI Press Office: Frances Collier-Wright, +447971610050

HM Treasury Press Office: +44 20 7270 5238

This press release is for information purposes only and does not constitute or
form a part of an offer to sell or a solicitation of an offer to purchase any
security of the Company in the United States or in any other jurisdiction
where such offer or solicitation is unlawful.  The securities of the Company
described in this press release have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any
applicable state or foreign securities laws and may not be offered or sold in
the United States absent registration or an exemption from the registration
requirements of the Securities Act.  There shall be no public offering of
securities in the United States.

 

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