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
treasury2. 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.