UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 36)
NatWest Group
plc
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
(CUSIP Number)
Peter King
1 Horse Guards Road
London
SW1A 2HQ
+44 (0) 20 7270 5328
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 2024
(Date of Event Which Requires Filing of this Statement)
HM Treasury;
UK Government Investments Ltd
Names of Reporting Persons
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
* The remainder of this cover page
shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
Explanatory note : In lieu
of providing the information called for by Schedule 13D, His Majesty's Treasury is furnishing a copy of “TR-1: Notification of
Major Interest in Shares”, which is the standard form for any notification required to be delivered under the UK Disclosure Guidance
and Transparency Rules to (among others) an issuer whose shares are admitted to trading on a UK regulated market (and to the UK Financial
Conduct Authority) following the acquisition or disposal of certain interests in the shares or voting rights in such issuer. This modified
Schedule 13D is filed pursuant to no-action relief granted by the Staff of the Securities and Exchange Commission in a no-action letter
dated December 10, 2008.
TR-1: Standard form for notification of major holdings
| NOTIFICATION
OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i |
| |
| 1a.
Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: |
NatWest
Group plc |
| 1b.
Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate) |
| Non-UK
issuer |
|
| 2.
Reason for the notification (please mark the appropriate box or boxes with an “X”) |
| An
acquisition or disposal of voting rights |
x |
| An
acquisition or disposal of financial instruments |
|
| An
event changing the breakdown of voting rights |
|
| Other
(please specify)iii: |
|
| 3.
Details of person subject to the notification obligationiv |
| Name |
The
Commissioners of His Majesty’s Treasury |
| City
and country of registered office (if applicable) |
London,
England |
| 4. Full
name of shareholder(s) (if different from 3.)v |
| Name |
The
Solicitor for the Affairs of His Majesty’s Treasury |
| City
and country of registered office (if applicable) |
London,
England |
| 5.
Date on which the threshold was crossed or reachedvi: |
10 May 2024 |
| 6.
Date on which issuer notified (DD/MM/YYYY): |
10 May 2024 |
| 7.
Total positions of person(s) subject to the notification obligation |
| |
%
of voting rights attached to shares
(total
of 8. A) |
%
of voting rights through financial instruments
(total of 8.B 1 + 8.B 2) |
Total
of both in %
(8.A
+ 8.B) |
Total
number of voting rights of issuervii |
| Resulting
situation on the date on which threshold was crossed or reached |
26.95% |
|
26.95% |
34,896,338,432 |
Position of previous notification (if applicable) |
27.93% |
|
27.93% |
|
| |
|
|
|
|
|
|
| 8.
Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii |
| A:
Voting rights attached to shares |
Class/type of shares
ISIN code (if possible) |
Number
of voting rightsix |
%
of voting rights |
Direct
(Art 9 of Directive 2004/109/EC)
(DTR5.1) |
Indirect
(Art 10 of Directive 2004/109/EC)
(DTR5.2.1) |
Direct
(Art 9 of Directive
2004/109/EC) (DTR5.1) |
Indirect
(Art 10 of Directive 2004/109/EC)
(DTR5.2.1) |
|
|
|
|
|
| Ordinary
Shares of £1.0769 each GB00BM8PJY71 |
9,403,380,508 |
|
26.95% |
|
| |
|
|
|
|
| |
|
|
|
|
| SUBTOTAL
8. A |
9,403,380,508 |
26.95% |
| |
| B
1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) |
Type
of financial
instrument |
Expiration
datex |
Exercise/
Conversion Periodxi |
Number of voting rights that may be acquired if the instrument
is exercised/converted. |
%
of voting rights |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
SUBTOTAL
8. B 1 |
|
|
|
| B 2: Financial
Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) |
| Type
of financial instrument |
Expiration
datex |
Exercise/
Conversion Period xi |
Physical or cash settlementxii |
Number
of voting rights |
%
of voting rights |
| |
|
|
|
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| |
|
|
SUBTOTAL
8.B.2 |
|
|
|
9. Information in relation to the person subject to the
notification obligation (please mark the applicable box with an “X”) |
| Person
subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s)
holding directly or indirectly an interest in the (underlying) issuerxiii |
|
| Full chain
of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the
ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) |
x |
| Namexv |
%
of voting rights if it equals or is higher than the notifiable threshold |
%
of voting rights through financial instruments if it equals or is higher than the notifiable threshold |
Total
of both if it equals or is higher than the notifiable threshold |
UK
Government Investments Limited, a company wholly-owned by His Majesty’s Treasury, is
entitled to exercise control over the voting rights which are the subject of this notification
(pursuant to certain management arrangements agreed with His Majesty’s Treasury).
The Solicitor for the Affairs of His
Majesty’s Treasury is acting as nominee for The Commissioners of His Majesty’s Treasury. |
| The
Commissioners of His Majesty’s Treasury |
26.95% |
|
26.95% |
| |
|
|
|
| |
|
|
|
| |
| 10. In
case of proxy voting, please identify: |
| Name
of the proxy holder |
|
| The
number and % of voting rights held |
|
| The
date until which the voting rights will be held |
|
| |
| 11. Additional
informationxvi |
The Solicitor for the Affairs of His Majesty’s Treasury is acting as nominee for The Commissioners of His Majesty’s Treasury (HMT).
The percentage of voting rights held by HMT in NatWest Group plc (NWG),
as shown on this form (26.95%), has been calculated following the disposal by HMT of 90,641,999 ordinary shares in NWG since its last
TR-1 notification on 26 April 2024.
The percentage of voting rights held by HMT
could move up or down going forward depending on the number of shares repurchased by NWG and the progress of sales under HMT’s trading
plan announced on 22 July 2021 and most recently extended on 3 April 2023.
|
| Place of
completion |
London,
England |
| Date
of completion |
10 May 2024 |
Legal Entity Identifier: 2138005O9XJIJN4JPN90
Notes
i Please note that national forms
may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds or information
regarding capital holdings.
ii Full name of the legal entity
and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number
identity). Indicate in the relevant section whether the issuer is a non UK issuer.
iii Other reason for the notification
could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting
in concert.
iv This should be the full name
of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided
for in DTR5.2.1 (b) to (h)/ Article 10 (b) to (h) of Directive 2004/109/EC; (c) all parties to the agreement referred to in Article 10
(a) of Directive 2004/109/EC (DTR5.2.1 (a)) or (d) the holder of financial instruments referred to in Article 13(1) of Directive 2004/109/EC
(DTR5.3.1).
As the disclosure of cases of acting in concert
may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert
by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.
In relation to the transactions referred to
in points (b) to (h) of Article 10 of Directive 2004/109/EC (DTR5.2.1 (b) to (h)), the following list is provided as indication of the
persons who should be mentioned:
- in the circumstances foreseen
in letter (b) of Article 10 of that Directive (DTR5.2.1 (b)), the natural person or legal entity that acquires the voting rights and
is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration
the voting rights;
- in the circumstances foreseen
in letter (c) of Article 10 of that Directive (DTR5.2.1 (c)), the natural person or legal entity holding the collateral, provided the
person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging
the collateral under these conditions;
- in the circumstances foreseen
in letter (d) of Article 10 of that Directive (DTR5.2.1 (d)), the natural person or legal entity who has a life interest in shares if
that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is
disposing of the voting rights when the life interest is created;
- in the circumstances foreseen
in letter (e) of Article 10 of that Directive (DTR5.2.1 (e)), the controlling natural person or legal entity and, provided it has a notification
duty at an individual level under Article 9 (DTR 5.1), under letters (a) to (d) of Article 10 of that Directive (DTR5.2.1 (a) to (d))
or under a combination of any of those situations, the controlled undertaking;
- in the circumstances foreseen
in letter (f) of Article 10 of that Directive (DTR5.2.1 (f)), the deposit taker of the shares, if he can exercise the voting rights attached
to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting
rights at his discretion;
- in the circumstances foreseen
in letter (g) of Article 10 of that Directive (DTR5.2.1 (g)), the natural person or legal entity that controls the voting rights;
- in the circumstances foreseen
in letter (h) of Article 10 of that Directive (DTR5.2.1 (h)), the proxy holder, if he can exercise the voting rights at his discretion,
and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g.
management companies).
v Applicable in the cases provided
for in Article 10 (b) to (h) of Directive 2004/109/EC (DTR5.2.1 (b) to (h). This should be the full name of the shareholder who is the
counterparty to the natural person or legal entity referred to in Article 10 of that Directive (DTR5.2) unless the percentage of voting
rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance
with national practices (e.g. identification of funds managed by management companies).
vi The date on which threshold
is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification
obligation. For passive crossings, the date when the corporate event took effect.
vii The total number of voting
rights shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even
if the exercise thereof is suspended.
viii If the holding has fallen
below the lowest applicable threshold in accordance with national law, please note that it might not be necessary in accordance with
national law to disclose the extent of the holding, only that the new holding is below that threshold.
ix In case of combined holdings
of shares with voting rights attached “direct holding” and voting rights “indirect holding”, please split the voting
rights number and percentage into the direct and indirect columns – if there is no combined holdings, please leave the relevant
box blank.
x Date of maturity/expiration of
the financial instrument i.e. the date when right to acquire shares ends.
xi If the financial instrument
has such a period – please specify this period – for example once every 3 months starting from [date].
xii In case of cash settled instruments
the number and percentages of voting rights is to be presented on a delta-adjusted basis (Article 13(1a) of Directive 2004/109/EC) (DTR
5.3.3.A).
xiii If the person subject to the
notification obligation is either controlled and/or does control another undertaking then the second option applies.
xiv The full chain of controlled
undertakings starting with the ultimate controlling natural person or legal entity has to be presented also in the cases, in which only
on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only thus the markets
get always the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments
are effectively held the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free
row, A, B, D, free row, A, E, F etc.).
xv The names of controlled undertakings
through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled
undertakings cross or reach the lowest applicable threshold themselves.
xvi Example: Correction of a previous
notification.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 13, 2024
| |
His Majesty’s
Treasury, a department of His Majesty’s Government of the United Kingdom of Great Britain and Northern Ireland |
| |
|
| |
By: |
/s/
George Barnes |
| |
|
Name:
|
George Barnes |
| |
|
Title: |
Deputy Director, Banking Assets & Resolution Strategy |
| |
|
| |
UK Government Investments
Ltd |
| |
|
| |
By: |
/s/
Holger Vieten |
| |
|
Name: |
Holger Vieten |
| |
|
Title: |
Director, Financial Institutions Group |
Grafico Azioni NatWest (NYSE:NWG)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni NatWest (NYSE:NWG)
Storico
Da Feb 2024 a Feb 2025
