REG - UK Govt. Invs. Ltd NatWest Group plc - Disposal of Shares in NatWest Group for £1.24bn

NatwestAnnouncement

31/05/2024 07:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240531:nRSe6168Qa&default-theme=true

RNS Number : 6168Q  UK Government Investments Limited  31 May 2024

NOT FOR DISTRIBUTION IN OR TO THE UNITED STATES (OR for the account or benefit
of, U.S. Persons), CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR IN ANY OTHER
JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH
DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

31 May 2024

UK Government Investments Limited ("UKGI")

Disposal of Shares in NatWest Group plc for £1.24bn

UKGI announces the completion of the disposal of part of His 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 392,448,233 ordinary shares in the Company (the
"Shares"), pursuant to a contract between the Company and HM Treasury signed
on 7 February 2019, amended on 17 November 2022 and 7 May 2024 and most
recently reapproved by the Company's shareholders at its Annual General
Meeting on 23 April 2024 (the "Directed Buyback Contract").

The price paid by the Company for each Share was, in accordance with the
Directed Buyback Contract, 316.2 pence, being the price at the close of
trading on 30 May 2024 on the main market for listed securities of London
Stock Exchange plc. The total consideration for the Off-Market Purchase will
be £1,240,921,313.

As a result of the Off-Market Purchase, HM Treasury's percentage of voting
rights in the Company will fall from approximately 25.98% to approximately
22.50%(1), following cancellation by the Company of most of the purchased
Shares and retention of the remainder in treasury(2).  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
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 most recently extended on 3 April
2023 (the "Trading Plan"). The Trading Plan has not been paused in connection
with the Off-Market Purchase.

Settlement of the Off-Market Purchase will occur on 4 June 2024.

Goldman Sachs International is acting as Privatisation Adviser. Freshfields
Bruckhaus Deringer LLP is acting as legal counsel to UKGI in respect of
English and US law. The Trading Plan is managed by Morgan Stanley & Co.
International plc.

Contacts:

HM Treasury Press Office: +44 20 7270 5238

Notes:

1.     This number is based on Total Voting Rights as of 30 April 2024 and
reflects sales executed under the Trading Plan up to the time of this
announcement, including transactions that may not have settled.

2.     The Company intends to cancel 222,448,233 of the purchased Shares
and hold the remaining 170,000,000 Shares in treasury.

 

The Panel on Takeovers and Mergers has confirmed that any 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.

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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCEFLBXZELZBBE