TIDMNWG TIDMTTM
RNS Number : 4720V
NatWest Group plc
09 August 2022
,
August 9, 2022
NATWEST GROUP PLC AND NATWEST MARKETS N.V. - RESULTS 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 the results of their previously announced
separate cash tender offers (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", each an "Offer") in respect of any and all of certain
series of their respective U.S. dollar denominated notes set out in
the table below (collectively, the "Notes").
The NatWest Group Offer was 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"). The NWM N.V. Offer was 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. 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.
Results for the NatWest Group Offer
With respect to the NatWest Group Offer, the Tender Agent
informed NatWest Group that $3,395,689,000 in aggregate principal
amount of its Notes were validly tendered and not validly withdrawn
by 5:00 p.m., New York City time, on August 8, 2022 (the
"Expiration Deadline"), as more fully set forth in the table below.
NatWest Group has accepted all Notes that were validly tendered and
not validly withdrawn prior to the Expiration Deadline. In
addition, $6,098,000 in aggregate principal amount of the Notes
were tendered in the NatWest Group Offer using the Guaranteed
Delivery Procedures.
With respect to the NatWest Group Offer, the table below sets
forth, among other things, the principal amount of each series of
Notes validly tendered and not validly withdrawn at or prior to the
Expiration Deadline:
Aggregate
Principal Aggregate
Amount Tendered Principal
Excluding Amount Tendered
Notes Tendered Using Guaranteed
Principal Using Guaranteed Delivery
Title of Amount Delivery Procedures Purchase
Security Issuer(1) ISIN/CUSIP Outstanding Procedures Price(2)
-------------------- -------------- ------------- ---------------- ----------------- ----------------- ---------
The Royal
Bank of
6.125% Subordinated Scotland US780099CE50
Tier 2 Notes Group plc /
due 2022 (1) 780099CE5 $1,303,830,000 $402,115,000 $0 $1,010.05
The Royal
Bank of
6.100% Subordinated Scotland US780097AY76
Tier 2 Notes Group plc /
due 2023 (1) 780097AY7 $465,426,000 $312,800,000 $53,000 $1,015.73
The Royal
6.000% Subordinated Bank of US780097AZ42
Tier 2 Notes Scotland /
due 2023 Group plc(1) 780097AZ4 $1,396,278,000 $736,763,000 $0 $1,019.74
The Royal
5.125% Subordinated Bank of US780099CH81
Tier 2 Notes Scotland /
due 2024 Group plc(1) 780099CH8 $1,241,175,000 $364,867,000 $200,000 $1,007.51
The Royal
3.875% Bank of
Senior Notes Scotland US780097BD21
due 2023 Group plc(1) / 780097BD2 $2,650,000,000 $1,579,144,000 $5,845,000 $998.85
-------------------- --------------
(1) Currently NatWest Group plc.
(2) Per $1,000 principal amount of the Notes validly tendered and accepted for purchase.
Results for the NWM N.V. Offer
With respect to the NWM N.V. Offer, the Tender Agent informed
NWM N.V. that $163,431,000 in aggregate principal amount of its
Notes were validly tendered and not validly withdrawn by the
Expiration Deadline, as more fully set forth in the table below.
NWM N.V. has accepted all Notes that were validly tendered and not
validly withdrawn prior to the Expiration Deadline. No Notes were
tendered in the NWM N.V. Offer using the Guaranteed Delivery
Procedures.
With respect to the NWM N.V. Offer, the table below sets forth,
among other things, the principal amount of each series of Notes
validly tendered and not validly withdrawn at or prior to the
Expiration Deadline:
Aggregate
Title of Principal Principal Purchase
Security Issuer(1) ISIN/CUSIP Amount Outstanding Amount Tendered Price(2)
-------------------- ---------- ------------- ------------------- ---------------- ---------
7.750% Subordinated
Deposit Notes, NatWest
Series B, Markets US00077TAA25
due 2023 N.V.(1) / 00077TAA2 $135,566,000 $35,044,000 $1,028.32
7.125% Subordinated
Deposit Notes, NatWest
Series B, Markets US00077TAB08
due 2093 N.V.(1) / 00077TAB0 $150,000,000 $128,387,000 $1,647.06
-------------------- ----------
(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).
(2) Per $1,000 principal amount of the Notes validly tendered and accepted for purchase.
The Settlement Date for each Offer is expected to be August 10,
2022 and the Guaranteed Delivery Settlement Date for each Offer is
expected to be August 11, 2022. For the avoidance of doubt, Holders
whose Notes are tendered and purchased in either Offer pursuant to
the Guaranteed Delivery Procedures will not receive payment in
respect of any interest or any distribution, as the case may be,
for the period from and including the relevant Settlement Date to
the relevant Guaranteed Delivery Settlement Date.
FURTHER INFORMATION
Kroll Issuer Services Limited acted as tender agent with respect
to each Offer. NatWest Markets Securities Inc., an affiliate of the
Offeror, acted as Global Arranger and Lead Dealer Manager with
respect to each Offer. Merrill Lynch International, Morgan Stanley
& Co. LLC and Wells Fargo Securities, LLC (together with
NatWest Markets Securities Inc.) acted as Dealer Managers with
respect to the NatWest Group Offer. BofA Securities Europe SA,
Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC
(together with NatWest Markets Securities Inc.) acted as Dealer
Managers with respect to the NWM N.V. Offer.
Questions regarding the NatWest Group Offer should be directed
to NatWest Markets Securities Inc. at +44 20 7678 5222, +1 203 897
6166 (U.S.) or +1 866 884 2071 (U.S. Toll Free), Merrill Lynch
International at +44 20 7996 5420 (London), +1 888 292 0070 (U.S.
Toll Free) or +1 980 387 3907 (U.S.), Morgan Stanley & Co. LLC
at +44 20 7677 5040 (Europe), +1 800 624 1808 (U.S. Toll Free) or
+1 212 761 1057 (U.S.) and Wells Fargo Securities, LLC at +44 203
942 9680 (Europe), +1 866 309 6316 (U.S. Toll Free) or +1 704 410
4756 (U.S.).
Questions regarding the NWM N.V. Offer should be directed to
NatWest Markets Securities Inc. at +44 20 7678 5222, +1 203 897
6166 (U.S.) or +1 866 884 2071 (U.S. Toll Free), BofA Securities
Europe SA at +33 1 877 01057 (Europe), +1 888 292 0070 (U.S. Toll
Free) or +1 980 387 3907 (U.S.), Morgan Stanley & Co. LLC at
+44 20 7677 5040 (Europe), +1 800 624 1808 (U.S. Toll Free) or +1
212 761 1057 (U.S.) and Wells Fargo Securities, LLC at +44 203 942
9680 (Europe), +1 866 309 6316 (U.S. Toll Free) or +1 704 410 4756
(U.S.).
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.
Legal Entity Identifiers
NatWest Group plc 2138005O9XJIJN4JPN90
NatWest Markets N.V. X3CZP3CK64YBHON1LE12
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END
RTEUKABRUAUWRAR
(END) Dow Jones Newswires
August 09, 2022 13:26 ET (17:26 GMT)
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