Form 6-K NatWest Group plc For: Aug 09
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For
August 09, 2022
Commission
File Number: 001-10306
NatWest
Group plc
RBS,
Gogarburn, PO Box 1000
Edinburgh
EH12 1HQ
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F X Form 40-F
___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule
101(b)(1):_________
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule
101(b)(7):_________
Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ___
No X
If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
________
|
The following information was issued as Company announcements
in London, England and is furnished pursuant to General Instruction
B to the General Instructions to Form
6-K:
|
August 8, 2022
NATWEST GROUP
PLC AND NATWEST MARKETS N.V. - PRICING
OF SEPARATE CASH TENDER 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:
Title of
Security
|
Issuer
|
ISIN/CUSIP
|
Principal Amount
Issued
|
Principal Amount
Outstanding
|
Fixed Spread
(bps)
|
Reference U.S. Treasury
Security
|
Maturity
|
Reference
Yield
|
Purchase
Price
|
6.125%
Subordinated Tier 2 Notes due 2022
|
The
Royal Bank of Scotland Group plc (1)
|
US780099CE50
/
780099CE5
|
$2,250,000,000
|
$1,303,830,000
|
+40
|
1.625%
U.S. Treasury due December 15, 2022 (ISIN:
US912828YW42)
|
December
15, 2022
|
2.769%
|
$1,010.05
per
$1,000
|
6.100%
Subordinated Tier 2 Notes due 2023
|
The
Royal Bank of Scotland Group plc (1)
|
US780097AY76
/
780097AY7
|
$1,000,000,000
|
$465,426,000
|
+90
|
0.250%
U.S. Treasury Security due June 15, 2023 (ISIN:
US912828ZU76)
|
June
10, 2023
|
3.252%
|
$1,015.73
per
$1,000
|
6.000%
Subordinated Tier 2 Notes due 2023
|
The
Royal Bank of Scotland Group plc(1)
|
US780097AZ42
/
780097AZ4
|
$2,000,000,000
|
$1,396,278,000
|
+125
|
3.000%
U.S. Treasury Security due June 30, 2024 (ISIN:
US91282CEX56)
|
December
19, 2023
|
3.231%
|
$1,019.74
per
$1,000
|
5.125%
Subordinated Tier 2 Notes due 2024
|
The
Royal Bank of Scotland Group plc(1)
|
US780099CH81
/
780099CH8
|
$2,250,000,000
|
$1,241,175,000
|
+145
|
3.000%
U.S. Treasury Security due June 30, 2024 (ISIN:
US91282CEX56)
|
May 28,
2024
|
3.231%
|
$1,007.51
per
$1,000
|
3.875%Senior
Notes due 2023
|
The
Royal Bank of Scotland Group plc(1)
|
US780097BD21
/
780097BD2
|
$2,650,000,000
|
$2,650,000,000
|
+75
|
3.000%
U.S. Treasury Security due June 30, 2024 (ISIN:
US91282CEX56)
|
September
12, 2023
|
3.231%
|
$998.85
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:
Title of Security
|
Issuer
|
ISIN/CUSIP
|
Principal Amount Issued
|
Principal Amount Outstanding
|
Fixed Spread (bps)
|
Reference U.S. Treasury Security
|
Maturity
|
Reference Yield
|
Purchase Price
|
7.750%
Subordinated Deposit Notes, Series B, due 2023
|
NatWest
Markets N.V.(1)
|
US00077TAA25
/ 00077TAA2
|
$250,000,000
|
$135,566,000
|
+75
|
0.125%
U.S. Treasury Security due May 15, 2023 (ISIN:
US912828ZP81)
|
May 15,
2023
|
3.188%
|
$1,028.32
per
$1,000
|
7.125%
Subordinated Deposit Notes, Series B, due 2093
|
NatWest
Markets N.V.(1)
|
US00077TAB08
/ 00077TAB0
|
$150,000,000
|
$150,000,000
|
+120
|
2.250%
U.S. Treasury Security due February 15, 2052 (ISIN:
US912810TD00)
|
Oct 15,
2093
|
3.037%
|
$1,647.06
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: [email protected]
Arlind Bytyqi / Jacek
Kusion
Telephone: +44 20 7704 0880
NatWest Treasury
Markets
Scott
Forrest
Email: [email protected]
Head of Treasury
DCM
Telephone: +44 7747 455969
Investor Relations
Paul Pybus
Email:
[email protected]
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: [email protected]
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: [email protected]
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: [email protected]
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: [email protected]
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: [email protected]
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: [email protected]
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: [email protected]
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.
Date: 09
August 2022
|
NATWEST
GROUP plc (Registrant)
|
|
|
|
By: /s/
Jan Cargill
|
|
|
|
Name:
Jan Cargill
|
|
Title:
Chief Governance Officer and Company Secretary
|
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