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
March 30, 2021
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:
March
30, 2021
NATWEST GROUP PLC - PRICING OF TENDER OFFERS FOR CERTAIN OF ITS
OUTSTANDING NOTES
NatWest
Group plc (the "Offeror") is today announcing the Reference Yield
and the Purchase Price for each series of Notes (as defined herein)
subject to its previously announced cash tender offers (each, an
"Offer" and, together, the "Offers") for any and all of certain
series of its U.S. dollar denominated notes set out in the table
below (the "Notes").
The Offers are being made on the terms and subject to the conditions set out in the offer to purchase dated March
23, 2021 (the "Offer to Purchase") and the
related Notice of Guaranteed Delivery (together, the "Offer
Documents"). Capitalized terms not otherwise defined in this announcement have the same meaning as in
the Offer to Purchase.
The
Reference Yield in respect of each Series of Fixed Spread Notes was
determined at 2:00 p.m., New York City time, today. The Purchase
Price for each Series of Notes is based on the Reference Yield plus
the Fixed Spread as set forth in the table below:
|
Title of Security
|
Issuer
|
ISIN/CUSIP
|
Principal Amount Issued
|
Principal Amount Outstanding(1)
|
Fixed Spread (bps)
|
Reference U.S. Treasury Security
|
First Call Date
|
Maturity
|
Reference Yield
|
Purchase
Price(2)
|
|
6.425% Non-Cumulative Trust Preferred Securities
("Trust
Securities")
|
RBS Capital Trust II
|
US74927PAA75
74927PAA7
|
$650,000,000
|
$137,685,000
|
+55
|
1.125% U.S. Treasury Security due February 15, 2031
|
January 3, 2034
|
N/A
|
1.706%
|
$1,459.91
|
|
7.648% Dollar Perpetual Regulatory tier One Securities, Series 1
("PROs")
|
The Royal Bank of Scotland Group plc(3)
|
US780097AH44
780097AH4
|
$1,200,000,000
|
$130,205,000
|
+85
|
1.125% U.S. Treasury Security due February 15,
2031
|
September 30, 2031
|
N/A
|
1.706%
|
$1,466.33
|
|
6.125% Subordinated Tier 2 Notes due 2022 ("2022 Notes")
|
The Royal Bank of Scotland Group plc (3)
|
US780099CE50
780099CE5
|
$2,250,000,000
|
$1,615,576,000
|
+65
|
0.125% U.S. Treasury Security due February 28, 2023
|
N/A
|
December 15, 2022
|
0.145%
|
$1,090.10
|
|
6.100% Subordinated Tier 2 Notes due 2023 ("2023 Notes I")
|
The Royal Bank of Scotland Group plc(3)
|
US780097AY76
780097AY7
|
$1,000,000,000
|
$544,194,000
|
+80
|
0.125% U.S. Treasury Security due February 28,
2023
|
N/A
|
June 10, 2023
|
0.145%
|
$1,111.54
|
|
6.000% Subordinated Tier 2 Notes due 2023 ("2023 Notes
II")
|
The Royal Bank of Scotland Group plc(3)
|
US780097AZ42
780097AZ4
|
$2,000,000,000
|
$2,000,000,000
|
+90
|
0.125% U.S. Treasury Security due February 28,
2023
|
N/A
|
December 19, 2023
|
0.145%
|
$1,132.36
|
|
5.125% Subordinated Tier 2 Notes due 2024 ("2024 Notes")
|
The Royal Bank of Scotland Group plc(3)
|
US780099CH81
780099CH8
|
$2,250,000,000
|
$2,250,000,000
|
+95
|
0.250% U.S. Treasury Security due March 15, 2024
|
N/A
|
May 28, 2024
|
0.316%
|
$1,119.09
|
(1)
Excluding $512,315,000 principal amount of 6.425% Non-Cumulative
Trust Preferred Securities, which are held by the Offeror as of the
date hereof and are deemed not to be outstanding.
(2)
Per $1,000 principal amount of the Notes validly tendered and
accepted for purchase.
(3)
Currently NatWest Group plc.
The Offers will expire at 5:00 p.m., New York City time, on March
29, 2021, unless extended (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 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 Withdrawal Deadline, but not
thereafter.
In
addition to the Purchase Price, holders whose Notes are accepted
for purchase pursuant to the Offers will also receive, in the case
of the Tier 2 Notes and the PROs, accrued and unpaid interest on
each $1,000 principal amount of such Notes (rounded to the nearest
$0.01) from, and including, the last interest payment date up to,
but not including, the Settlement Date and, in the case of the
Trust Securities, an amount equal to accrued and unpaid cash
distributions on each $1,000 principal amount of such Trust
Securities (rounded to the nearest $0.01) from, and including, the
last distribution payment date up to, but not including, the
Settlement Date. Holders whose Notes are tendered and accepted for
purchase pursuant to the Guaranteed Delivery Procedures will not
receive payment in respect of any interest or distribution, as
applicable, for the period from and including the Settlement Date
to the Guaranteed Delivery Settlement Date.
Unless the Offers are extended, reopened or
earlier terminated, the Settlement Date is
expected to be March 31, 2021 and the Guaranteed Delivery Settlement Date is expected to
be April 1, 2021.
FURTHER INFORMATION
Copies of the Offer Documents are available at the
following web address: www.lucid-is.com/natwest
Requests for additional
copies of the Offer Documents and information in relation to the procedures for tendering
should be directed to:
Tender Agent
Lucid
Issuer Services
Limited
Email: natwest@lucid-is.com
David
Shilson
Telephone: +44 20 7704-0880
NatWest Treasury
Markets
Scott
Forrest
Email: scott.forrest@natwest.com
Head
of Treasury
DCM
Telephone: +44 7747 455969
Investor Relations
Paul
Pybus
Email: paul.pybus@natwest.com
Head
of Debt Investor Relations
Telephone: +44 776 916 1183
250
Bishopsgate
London
EC2M 4AA
Global Arranger and Lead Dealer Manager
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: liabilitymanagement@natwestmarkets.com
Attn: Liability Management
Dealer Managers
Citigroup
Telephone: +44 20 7986 8969
Telephone: +1 212 723 6106 (U.S.)
Telephone: +1 800 558 3745 (U.S. Toll Free)
Email: liabilitymanagement.europe@citi.com
Attn: Liability Management Group
Merrill
Lynch
International
Telephone: +44 20 7996 5420 (London)
Telephone: +1 888 292 0070 (U.S. Toll Free)
Telephone: +1 980 387 3907 (U.S.)
Email: DG.LM-EMEA@bofa.com
Attn: Liability Management Group
Morgan
Stanley
Telephone: +44 20 7677 5040 (Europe)
Telephone: +1 800 624 1808 (U.S. Toll Free)
Telephone: +1 212 761 1057 (U.S.)
Email: liabilitymanagement@morganstanley.com
Attn: Liability Management (in the U.S.)
Attn: Liability Management Group (in Europe)
UBS
Investment
Bank
Telephone: +44 20 7568 1121 (Europe)
Telephone: +1 888 719 4210 (U.S. Toll Free)
Telephone: +1 203 719 4210 (U.S.)
Email: ol-liabilitymanagement-eu@ubs.com
Attn: Liability Management Group
DISCLAIMER
This announcement and the 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 Offer.
If you are in any doubt as to the contents of this announcement or the 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 Offer. None of the Offeror, the Dealer Managers,
the Tender Agent or the trustee 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 Offer.
OFFER RESTRICTIONS
European Economic Area ("EEA")
The
communication of this announcement, the Offer to Purchase and any
other documents or materials relating to the Offers does 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 Offer 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 Offer 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 Offer 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
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 Offer 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 Offer to Purchase relate is available only to relevant persons
and will be engaged in only with relevant persons.
The
communication of this announcement, the Offer to Purchase and any
other documents or materials relating to the Offers does not
constitute an offer of securities to the public for the purposes 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
Neither this announcement, the Offer to Purchase
nor any other documents or materials relating to the Offers 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 Offers 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 Offers may
not be advertised and the Offers will not be extended, and neither
this announcement, the Offer to Purchase nor any other documents or
materials relating to the Offers (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 and the Offer to Purchase have been
issued only for the personal use of the above qualified investors
and exclusively for the purpose of the Offers. Accordingly, the
information contained in this announcement and the Offer to
Purchase may not be used for any other purpose or disclosed to any
other person in Belgium.
France
This announcement, the Offer 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 Offer 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 Offer
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 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 Offer to Purchase. Any tender of
Notes pursuant to the Offer to Purchase from a holder that is
unable to make these representations will be rejected. Each of the
Offeror, the Dealer Managers and Lucid 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 Offeror determines (for any reason) that such representation is
not correct, such offer to sell will be rejected.
The
Offeror and its affiliates expressly reserve the right at any time
or from time to time following completion or termination of the
Offers, 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
Offers but not accepted for purchase) 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 Offers. In
addition, the Offeror also reserves the right to issue new debt
securities from time to time, including during the term of the
Offers.
FORWARD-LOOKING STATEMENTS
From time to time, we may make statements, both
written and oral, regarding our assumptions, projections,
expectations, intentions or beliefs about future events.
These statements constitute "forward-looking statements". We
caution that these statements may and often do vary materially from
actual results. Accordingly, we 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 Offer to
Purchase, in our Annual Report and "Forward-Looking
Statements" in our Annual
Report.
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"), any applicable stock exchange or any applicable law,
we expressly disclaim any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statement
contained in the 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, consult any additional disclosures that we have
made or may make in documents we have filed or may file with the
SEC.
|
Legal Entity Identifiers
|
|
|
NatWest
Group plc
|
2138005O9XJIJN4JPN90
|
Date: 30
March 2021
|
|
NATWEST
GROUP plc (Registrant)
|
|
|
|
|
|
By: /s/
Jan Cargill
|
|
|
|
|
|
Name:
Jan Cargill
|
|
|
Title:
Chief Governance Officer and Company Secretary
|
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