TIDMNWG TIDMTTM
RNS Number : 4269V
NatWest Group plc
09 August 2022
,
August 8, 2022
NATWEST GROUP PLC AND NATWEST MARKETS N.V. - PRICING OF SEPARATE
CASH TER OFFERS FOR CERTAIN OF THEIR RESPECTIVE OUTSTANDING
NOTES
NatWest Group plc ("NatWest Group") and NatWest Markets N.V.
("NWM N.V.") (each an "Offeror" and, together, the "Offerors") are
each today announcing, in respect of their previously announced
separate tender offers to purchase for cash (with respect to the
tender offers launched by NatWest Group, the "NatWest Group Offer",
and with respect to the tender offers launched by NWM N.V., the
"NWM N.V. Offer", and collectively, the "Offers") any and all of
certain series of their respective U.S. dollar denominated notes
set out in the table below (collectively, the "Notes", and each a
"Series"), the relevant Reference Yield and the relevant Purchase
Price for each series of Notes validly tendered and accepted for
purchase in respect of such Offers.
The NatWest Group Offer is being made on the terms and subject
to the conditions set out in NatWest Group's offer to purchase
dated August 1, 2022 and the related Notice of Guaranteed Delivery
(the "NatWest Group Offer to Purchase"), and the NWM N.V. Offer is
being made on the terms and subject to the conditions set out in
NWM N.V.'s offer to purchase dated August 1, 2022 and the related
Notice of Guaranteed Delivery (the "NWM N.V. Offer to Purchase"
and, together with the NatWest Group Offer to Purchase, the "Offers
to Purchase"). Capitalized terms with respect to the NatWest Group
Offer not otherwise defined in this announcement have the same
meaning as in the NatWest Group Offer to Purchase and capitalized
terms with respect to the NWM N.V. Offer not otherwise defined in
this announcement have the same meaning as in the NWM N.V. Offer to
Purchase.
Pricing for the NatWest Group Offer:
The Reference Yield in respect of each Series of Notes listed
below was determined at 2:00 p.m., New York City time, today. The
Purchase Price for each Series of Notes listed below is based on
the relevant Reference Yield plus the relevant Fixed Spread as set
forth in the table below:
Principal Principal Fixed Reference
Title of Amount Amount Spread U.S. Treasury Reference Purchase
Security Issuer ISIN/CUSIP Issued Outstanding (bps) Security Maturity Yield Price
------------- --------- ------------- -------------- -------------- ------ -------------- --------- --------- ----------
The Royal 1.625%
6.125% Bank of U.S. Treasury
Subordinated Scotland due December
Tier 2 Group US780099CE50 15, 2022
Notes due plc / (ISIN: December $1,010.05
2022 (1) 780099CE5 $2,250,000,000 $1,303,830,000 +40 US912828YW42) 15, 2022 2.769% per $1,000
0.250%
The Royal U.S. Treasury
6.100% Bank of Security
Subordinated Scotland due June
Tier 2 Group US780097AY76 15, 2023
Notes due plc / (ISIN: June $1,015.73
2023 (1) 780097AY7 $1,000,000,000 $465,426,000 +90 US912828ZU76) 10, 2023 3.252% per $1,000
3.000%
U.S. Treasury
6.000% The Royal Security
Subordinated Bank of due June
Tier 2 Scotland US780097AZ42 30, 2024
Notes due Group / (ISIN: December $1,019.74
2023 plc(1) 780097AZ4 $2,000,000,000 $1,396,278,000 +125 US91282CEX56) 19, 2023 3.231% per $1,000
3.000%
U.S. Treasury
5.125% The Royal Security
Subordinated Bank of due June
Tier 2 Scotland US780099CH81 30, 2024
Notes due Group / (ISIN: May 28, $1,007.51
2024 plc(1) 780099CH8 $2,250,000,000 $1,241,175,000 +145 US91282CEX56) 2024 3.231% per $1,000
3.000%
U.S. Treasury
The Royal Security
3.875% Bank of due June
Senior Scotland 30, 2024
Notes due Group US780097BD21 (ISIN: September $998.85
2023 plc(1) / 780097BD2 $2,650,000,000 $2,650,000,000 +75 US91282CEX56) 12, 2023 3.231% per $1,000
(1) Currently NatWest Group plc.
Pricing for the NWM N.V. Offer:
The Reference Yield in respect of each Series of Notes listed
below was determined at 2:00 p.m., New York City time, today. The
Purchase Price for each Series of Notes listed below is based on
the relevant Reference Yield plus the relevant Fixed Spread as set
forth in the table below:
Principal Principal Fixed Reference
Title of Amount Amount Spread U.S. Treasury Reference Purchase
Security Issuer ISIN/CUSIP Issued Outstanding (bps) Security Maturity Yield Price
------------- -------- ------------- ------------ ------------ ------ ------------- -------- --------- ----------
7.750% 0.125%
Subordinated U.S. Treasury
Deposit Security
Notes, due May
Series NatWest 15, 2023
B, due Markets US00077TAA25 (ISIN: May 15, $1,028.32
2023 N.V.(1) / 00077TAA2 $250,000,000 $135,566,000 +75 US912828ZP81) 2023 3.188% per $1,000
7.125% 2.250%
Subordinated U.S. Treasury
Deposit Security
Notes, due February
Series NatWest 15, 2052
B, due Markets US00077TAB08 (ISIN: Oct 15, $1,647.06
2093 N.V.(1) / 00077TAB0 $150,000,000 $150,000,000 +120 US912810TD00) 2093 3.037% per $1,000
(1) NatWest Markets N.V. (formerly known as ABN AMRO Bank N.V.,
of which ABN AMRO Bank N.V., New York Branch, was a part).
Each Offer will expire at 5:00 p.m., New York City time, on
August 8, 2022, unless extended (in respect of each Offer, such
date and time, as the same may be extended, the "Expiration
Deadline") or earlier terminated. Holders must validly tender and
not validly withdraw their Notes at or prior to the relevant
Expiration Deadline in order to be eligible to receive the relevant
Purchase Price. Notes validly tendered may be withdrawn at any time
prior to the relevant Withdrawal Deadline, but not thereafter.
In addition to the relevant Purchase Price, holders of the Notes
accepted for purchase pursuant to the relevant Offer(s) will also
receive, on the relevant 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 relevant Settlement Date
("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 relevant Settlement Date to the relevant
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.
Unless an Offer is extended, reopened or earlier terminated, the
Settlement Date in respect of each Offer is expected to be August
10, 2022 and the Guaranteed Delivery Settlement Date in respect of
each Offer is expected to be August 11, 2022.
FURTHER INFORMATION
Copies of each Offer to Purchase are available at the following
web address: https://deals.is.kroll.com/natwest
Requests for assistance or additional copies of an Offer to
Purchase may be directed to the Tender Agent and any questions
regarding the terms of the Offer may be directed to the relevant
Dealer Managers listed below:
Tender Agent in respect of each Offer
Kroll Issuer Services Limited Email: natwest@is.kroll.com
Arlind Bytyqi / Jacek Kusion 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 in respect of each
Offer
NatWest Markets 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 Managers with respect to the NatWest Group Offer
Merrill Lynch International Telephone: +44 207 996 5420
(Europe)
Telephone: +1 (980) 387-3907 (U.S.)
Telephone: +1 (888) 292-0070 (U.S. Toll Free)
Email: DG.LM-EMEA@bofa.com
Attn: Liability Management Group
Morgan Stanley & Co. LLC Telephone: +44 20 7677 5040 (Europe)
Telephone: +1 212 761 1057 (U.S.)
Telephone: +1 800 624 1808 (U.S. Toll Free)
Email: liabilitymanagement@morganstanley.com
Attn: Liability Management (in the U.S.)
Attn: Liability Management Group (in Europe)
Wells Fargo Securities, LLC Telephone: +44 (0) 203 942 9680
(Europe)
Telephone: +1 (704) 410-4756 (U.S.)
Telephone: +1 (866) 309-6316 (U.S. Toll Free)
Email: LiabilityManagement@wellsfargo.com
Attn: Liability Management Group
Dealer Managers with respect to the NWM N.V. Offer
BofA Securities Europe SA Telephone: +33 1 877 01057 (Europe)
Telephone: +1 (980) 387-3907 (U.S.)
Telephone: +1 (888) 292-0070 (U.S. Toll Free)
Email: DG.LM-EMEA@bofa.com
Attn: Liability Management Group
Morgan Stanley & Co. LLC Telephone: +44 20 7677 5040 (Europe)
Telephone: +1 212 761 1057 (U.S.)
Telephone: +1 800 624 1808 (U.S. Toll Free)
Email: liabilitymanagement@morganstanley.com
Attn: Liability Management (in the U.S.)
Attn: Liability Management Group (in Europe)
Wells Fargo Securities, LLC Telephone: +44 (0) 203 942 9680
(Europe)
Telephone: +1 (704) 410-4756 (U.S.)
Telephone: +1 (866) 309-6316 (U.S. Toll Free)
Email: LiabilityManagement@wellsfargo.com
Attn: Liability Management Group
DISCLAIMER
This announcement and each 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 relevant Offer. If you are in any doubt as
to the contents of this announcement or the relevant 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 Offers. None of the Offerors, the Dealer
Managers, the Tender Agent, the fiscal 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 Offers.
OFFER RESTRICTIONS
European Economic Area ("EEA")
The communication of this announcement, the Offers to Purchase
and any other documents or materials relating to the Offers do 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 Offers.
United Kingdom
The communication of this announcement, the Offers to Purchase
and any other documents or materials relating to the Offers 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 Offers 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 Offers 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 relevant 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 Offers 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 Offers to Purchase relate is available
only to relevant persons and will be engaged in only with relevant
persons.
The communication of this announcement, the Offers to Purchase
and any other documents or materials relating to the Offers do 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 Offers.
Belgium (in respect of the NatWest Group Offer only)
Neither this announcement (in so far as it relates to the
NatWest Group Offer), the NatWest Group Offer to Purchase nor any
other documents or materials relating to the NatWest Group 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 NatWest Group
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 NatWest Group Offer may not be advertised and the
NatWest Group Offer will not be extended, and neither this
announcement, the NatWest Group Offer to Purchase nor any other
documents or materials relating to the NatWest Group 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 (in so far as it relates to the NatWest Group Offer)
and the NatWest Group Offer to Purchase have been issued only for
the personal use of the above qualified investors and exclusively
for the purpose of the NatWest Group Offer. Accordingly, the
information contained in this announcement (in so far as it relates
to the NatWest Group Offer) and the NatWest Group Offer to Purchase
may not be used for any other purpose or disclosed to any other
person in Belgium.
France
This announcement, the Offers to Purchase and any other
documents or offering materials relating to the Offers 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 Offers to Purchase
have not been and will not be submitted for clearance to the
Autorité des marchés financiers.
Italy
None of the Offers, this announcement, the Offers to Purchase or
any other documents or materials relating to the Offers 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 Offers are 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 Offers are 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 Offers.
General
The Offers do 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 Offers 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 Offers shall be
deemed to be made by such Dealer Manager or affiliate, as the case
may be, on behalf of the relevant Offeror in such jurisdiction.
Each holder participating in the Offers will be deemed to give
certain representations in respect of the jurisdictions referred to
above and generally as set out in the relevant Offer to Purchase.
Any tender of Notes pursuant to an Offer to Purchase from a holder
that is unable to make these representations will be rejected. Each
of the Offerors, 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 relevant Offeror determines (for any reason) that such
representation is not correct, such offer to sell will be
rejected.
Each Offeror and their respective affiliates expressly reserve
the right at any time or from time to time following completion or
termination of the Offers made by it, 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 relevant Offer(s) but not accepted for
purchase by it) 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 relevant Offer(s). In addition, each Offeror
also reserves the right to issue new debt securities from time to
time, including during the term of the Offers made by it.
Legal Entity Identifiers
NatWest Group plc 2138005O9XJIJN4JPN90
NatWest Markets N.V. X3CZP3CK64YBHON1LE12
FORWARD-LOOKING STATEMENTS
From time to time, the Offerors may make statements, both
written and oral, regarding our assumptions, projections,
expectations, intentions or beliefs about future events. These
statements constitute "forward-looking statements". The Offerors
caution that these statements may and often do vary materially from
actual results. Accordingly, the Offerors 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 relevant Offer to Purchase,
in the Annual Report and H1 2022 Interim Report of the relevant
Offeror which is incorporated by reference therein and
"Forward-Looking Statements" in the Annual Report and H1 2022
Interim Report of the relevant Offeror, which is incorporated by
reference in the relevant Offer to Purchase.
Any forward-looking statements made herein or in the documents
incorporated by reference herein speak only as of the date they are
made. Except as required by the U.K. Financial Conduct Authority
(the "FCA") or the Dutch Authority for the Financial Markets (the
"AFM"), as applicable, any applicable stock exchange or any
applicable law, the Offerors expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statement contained in the relevant Offer to
Purchase or the documents incorporated by reference herein 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,
(i) with respect to NatWest Group consult any additional
disclosures that NatWest Group has made or may make in documents
that NatWest Group has filed or may file with the U.S. Securities
and Exchange Commission and (ii) with respect to NWM N.V. consult
any additional disclosures that NWM N.V. has made or may make in
documents that NWM N.V. has filed or may file with the AFM.
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END
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August 09, 2022 06:08 ET (10:08 GMT)
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