UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20459

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

NatWest Group plc

(Exact name of registrant as specified in its charter)

   

United Kingdom

(State of incorporation 

or organization)

None

(I.R.S. Employer 

Identification No.)

 

RBS Gogarburn

PO Box 1000

Edinburgh EH12 1HQ

United Kingdom

(Address of principal executive offices)

   

Title of each class
to be so registered 

 

Name of each exchange on which
each class is to be registered 

Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2035   New York Stock Exchange
____________________________
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. :  x
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
 
Securities Act registration statement file number to which this form relates: 333-222022
 
Securities to be registered pursuant to Section 12(g) of the Act:   None.
 
 

 INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

The Registrant has filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 a prospectus supplement dated August 25, 2020 (the “Prospectus Supplement”) to a Prospectus dated December 13, 2017 (the “Prospectus”) relating to the securities to be registered hereunder included in the Registrant’s automatic shelf Registration Statement on Form F-3 (File No. 333-222022), which became automatically effective on December 13, 2017. The Registrant incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.

 

Item 1.  Description of Registrant’s Securities to be Registered

 

The information required by this item is incorporated herein by reference to the information contained in the sections captioned “Description of Debt Securities” on pages 2 through 10 of the Prospectus, and “Description of the Subordinated Notes” on pages S-22 through S-32 and “U.K. and U.S. Federal Tax Consequences”, on pages S-33 through S-36 of the Prospectus Supplement.

 

Item 2.  Exhibits

 

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement. 

 

4.1 Subordinated Debt Securities Indenture between NatWest Group plc and The Bank of New York Mellon dated as of December 4, 2012 (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on December 4, 2012).
4.2 First Supplemental Indenture between NatWest Group plc and The Bank of New York Mellon dated as of December 4, 2012 (incorporated herein by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on December 4, 2012).
4.3 Fourth Supplemental Indenture between NatWest Group plc and The Bank of New York Mellon dated as of May 28, 2014 (incorporated herein by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on May 28, 2014).
4.4 Seventh Supplemental Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of August 28, 2020.
4.5 Form of Global Note for the Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2035 (included in Exhibit 4.4 hereof).
99.1 Prospectus and the Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filings under Rule 424(b) filed with the Commission on December 13, 2017 and August 25, 2020, respectively).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.

 

  NatWest Group plc
(Registrant)
     
     
Date:  August 28, 2020 By: /s/ Mark Stevens
  Name: Mark Stevens
  Title: Assistant Secretary

 

 

 

EXHIBIT INDEX

 

Exhibit
No. 		Description of Exhibit
4.1 Subordinated Debt Securities Indenture between NatWest Group plc and The Bank of New York Mellon dated as of December 4, 2012 (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on December 4, 2012).
4.2 First Supplemental Indenture between NatWest Group plc and The Bank of New York Mellon dated as of December 4, 2012 (incorporated herein by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on December 4, 2012).
4.3 Fourth Supplemental Indenture between NatWest Group plc and The Bank of New York Mellon dated as of May 28, 2014 (incorporated herein by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on May 28, 2014).
4.4 Seventh Supplemental Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of August 28, 2020.
4.5 Form of Global Note for the Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2035 (included in Exhibit 4.4 hereof).
99.1 Prospectus and the Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filings under Rule 424(b) filed with the Commission on December 13, 2017 and August 25, 2020, respectively).

 

 

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