REG - UK Govt. Invs. Ltd NatWest Group plc - Disposal of Shares in NatWest Group for £1.26bn

NatwestAnnouncement

22/05/2023 07:00

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RNS Number : 1673A  UK Government Investments Limited  22 May 2023

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22 May 2023

UK Government Investments Limited ("UKGI")

Disposal of Shares in NatWest Group plc for £1.26bn

UKGI announces the successful 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 469,200,081 ordinary shares in the
Company (the "Shares"), pursuant to a contract between the Company and HM
Treasury signed on 7 February 2019 and amended on 17 November 2022 and most
recently reapproved by the Company's shareholders at its Annual General
Meeting on 25 April 2023 (the "Directed Buyback Contract").

The price paid by the Company for each Share was, in accordance with the
Directed Buyback Contract, 268.4 pence, being the price at the close of
trading on 19 May 2023 on the main market for listed securities of London
Stock Exchange plc. The total consideration for the Off-Market Purchase will
be £1,259,333,017.40.

As a result of the Off-Market Purchase, HM Treasury's percentage of voting
rights in the Company will fall from approximately 41.4% to approximately
38.6%(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 is not paused in connection with
the Off-Market Purchase.

Settlement of the Off-Market Purchase will occur on 24 May 2023.

UKGI and HM Treasury will keep other disposal options under active
consideration, including by way of accelerated bookbuilds, when market
conditions permit.

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

UKGI Press Office (UKGI related matters only): Frances Collier-Wright,
+447971610050

1      This number 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 336,200,081 of the purchased Shares
and hold the remaining 133,000,000 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.

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