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Share Name Share Symbol Market Type Share ISIN Share Description
Natwest Group Plc LSE:NWG London Ordinary Share GB00BM8PJY71 ORD 107.69P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  3.30 1.27% 262.30 262.30 262.40 262.90 259.80 259.80 3,728,589 13:32:34
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Banks 10,512.0 4,032.0 25.4 10.3 27,295

NatWest Group plc Tender Offer

01/08/2022 5:02pm

UK Regulatory (RNS & others)


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RNS Number : 5139U

NatWest Group plc

01 August 2022

NATWEST GROUP PLC AND NATWEST MARKETS N.V. COMMENCE SEPARATE CASH TER 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") have each launched today 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 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.

Purpose of the Offers

Each Offeror is providing the holders of its Notes with an opportunity to have their Notes repurchased while maintaining a responsible approach to the management of its capital position and, in the case of NatWest Group, its MREL (minimum requirement for own funds and eligible liabilities) position. Each Offeror will continue to meet all of its capital requirements and, in the case of the NatWest Group, MREL requirements, irrespective of the outcome of its Offer.

Terms of the Offers

NatWest Group is offering to purchase for cash, on the terms and conditions described in the NatWest Group Offer to Purchase, any and all of the outstanding Notes set out in the table below:

 
                                                                                                                         Hypothetical 
                                           Principal       Principal     Fixed     Reference                Bloomberg      Purchase 
  Title of                                   Amount          Amount      Spread   U.S. Treasury             Reference        Price 
   Security     Issuer     ISIN/CUSIP        Issued        Outstanding   (bps)      Security     Maturity     Page     (Illustrative)(1) 
-------------  ---------  -------------  --------------  --------------  ------  --------------  ---------  ---------  ----------------- 
               The Royal                                                             1.625% 
   6.125%       Bank of                                                           U.S. Treasury 
 Subordinated   Scotland                                                          due December 
    Tier 2       Group    US780099CE50                                              15, 2022 
  Notes due       plc           /                                                    (ISIN:      December                  $1,010.40 
     2022         (2)       780099CE5    $2,250,000,000  $1,303,830,000   +40     US912828YW42)   15, 2022  FIT T/0-1      per $1,000 
                                                                                     0.250% 
               The Royal                                                          U.S. Treasury 
   6.100%       Bank of                                                             Security 
 Subordinated   Scotland                                                            due June 
    Tier 2       Group    US780097AY76                                              15, 2023 
  Notes due       plc           /                                                    (ISIN:        June                    $1,018.04 
     2023         (2)       780097AY7    $1,000,000,000   $465,426,000    +90     US912828ZU76)   10, 2023  FIT T/0-1      per $1,000 
                                                                                     3.000% 
                                                                                  U.S. Treasury 
   6.000%      The Royal                                                            Security 
 Subordinated   Bank of                                                             due June 
    Tier 2      Scotland  US780097AZ42                                              30, 2024 
  Notes due      Group          /                                                    (ISIN:      December                  $1,023.97 
     2023        plc(2)     780097AZ4    $2,000,000,000  $1,396,278,000   +125    US91282CEX56)   19, 2023    FIT1         per $1,000 
                                                                                     3.000% 
                                                                                  U.S. Treasury 
   5.125%      The Royal                                                            Security 
 Subordinated   Bank of                                                             due June 
    Tier 2      Scotland  US780099CH81                                              30, 2024 
  Notes due      Group          /                                                    (ISIN:       May 28,                  $1,013.01 
     2024        plc(2)     780099CH8    $2,250,000,000  $1,241,175,000   +145    US91282CEX56)     2024      FIT1         per $1,000 
                                                                                     3.000% 
                                                                                  U.S. Treasury 
               The Royal                                                            Security 
   3.875%       Bank of                                                             due June 
    Senior      Scotland                                                            30, 2024 
  Notes due      Group    US780097BD21                                               (ISIN:      September                 $1,002.23 
     2023        plc(2)    / 780097BD2   $2,650,000,000  $2,650,000,000   +75     US91282CEX56)   12, 2023    FIT1         per $1,000 
 
 

(1) For illustrative purposes only, a hypothetical Purchase Price for each Series is set out in the table above, based on a hypothetical Price Determination Time of 2.00 p.m. New York City time, on July 29, 2022. Holders should note that the actual Purchase Price for each Series determined in the manner described herein and in the relevant Offer to Purchase could differ significantly from the hypothetical Purchase Price for each Series set out in the table above.

   (2)    Currently NatWest Group plc. 

NWM N.V. is offering to purchase for cash, on the terms and conditions described in the NWM N.V. Offer to Purchase, any and all of the outstanding Notes set out in the table below:

 
                                                                                                                  Hypothetical 
                                         Principal     Principal    Fixed     Reference              Bloomberg      Purchase 
  Title of                                 Amount        Amount     Spread  U.S. Treasury            Reference        Price 
   Security     Issuer    ISIN/CUSIP       Issued      Outstanding  (bps)     Security     Maturity    Page     (Illustrative)(1) 
-------------  --------  -------------  ------------  ------------  ------  -------------  --------  ---------  ----------------- 
   7.750%                                                                      0.125% 
 Subordinated                                                               U.S. Treasury 
   Deposit                                                                    Security 
    Notes,                                                                     due May 
    Series     NatWest                                                        15, 2023 
    B, due      Markets  US00077TAA25                                          (ISIN:      May 15,                  $1,029.92 
     2023       N.V.(2)   / 00077TAA2   $250,000,000  $135,566,000   +75    US912828ZP81)    2023    FIT T/0-1      per $1,000 
   7.125%                                                                      2.250% 
 Subordinated                                                               U.S. Treasury 
   Deposit                                                                    Security 
    Notes,                                                                  due February 
    Series     NatWest                                                        15, 2052 
    B, due      Markets  US00077TAB08                                          (ISIN:      Oct 15,                  $1,656.99 
     2093       N.V.(2)   / 00077TAB0   $150,000,000  $150,000,000   +120   US912810TD00)    2093      FIT1         per $1,000 
 
 

(1) For illustrative purposes only, a hypothetical Purchase Price for each Series is set out in the table above, based on a hypothetical Price Determination Time of 2.00 p.m. New York City time, on July 29, 2022. Holders should note that the actual Purchase Price for each Series determined in the manner described herein and the relevant Offer to Purchase could differ significantly from the hypothetical Purchase Price for each Series set out in the table above.

(2) 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 it is extended (such date and time, as the same may be extended, the "Expiration Deadline") or earlier terminated.

Purchase Price; Accrued Interest

Purchase Price

The purchase price (in respect of each Series, the "Purchase Price") for each $1,000 principal amount of the Notes of the relevant Series validly tendered and not validly withdrawn at or prior to the relevant Expiration Deadline received by the Tender Agent at or prior to the relevant Expiration Deadline or the relevant Guaranteed Delivery Date (as defined herein), as the case may be, and accepted for purchase by the relevant Offeror, will be equal to an amount (rounded to the nearest cent) that would reflect, as of the relevant Settlement Date (as defined herein), a yield to the maturity date of such Series equal to the sum of (i) the Reference Yield (as defined in the relevant Offer to Purchase) for such Series, plus (ii) the fixed spread in respect of such Series set forth in the relevant table above (in respect of each Series, the "Fixed Spread"). Specifically, the relevant Purchase Price will equal (i) the value of all remaining payments of principal and interest on the Notes of the relevant Series up to and including the scheduled maturity of the relevant Series, discounted to the relevant Settlement Date, at a discount rate equal to (x) the relevant Reference Yield (as defined in the relevant Offer to Purchase) plus (y) the relevant Fixed Spread, minus (ii) any Accrued Interest in respect of the Notes of the relevant Series, in each case calculated in the manner set out in the relevant Annex to the relevant Offer to Purchase.

Accrued Interest

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, 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.

Settlement

Unless an Offer is extended, reopened or earlier terminated, payment of the relevant Purchase Price, plus any Accrued Interest to holders of Notes that are validly tendered and not withdrawn and accepted for purchase in such Offer is expected to be made on August 10, 2022 (in respect of each Offer, the "Settlement Date") or, in the case of Notes accepted for purchase pursuant to the Guaranteed Delivery Procedure, on August 11, 2022 (in respect of each Offer, the "Guaranteed Delivery Settlement Date").

Offer Conditions

Each Offer is not conditional upon any minimum amount of Notes being tendered. However, each Offer is conditional upon the satisfaction or waiver of certain conditions described in the relevant Offer to Purchase.

An Offeror's obligation to accept for purchase and pay for the Notes that are validly tendered and not withdrawn in the relevant Offer is not conditioned upon the outcome of the other Offeror's Offer.

Withdrawal Rights

Notes tendered pursuant to an Offer may be withdrawn at any time before the relevant Withdrawal Deadline. In addition, if the relevant Offer is extended, the related Withdrawal Deadline will be extended to the earlier of (i) the relevant Expiration Deadline (as extended) and (ii) the 10th Business Day after the commencement of the relevant Offer (in respect of each Offer, the "Commencement Date"). Notes tendered pursuant to an Offer may also be withdrawn at any time after the 60th Business Day after the relevant Commencement Date if, for any reason, that Offer has not been consummated within 60 Business Days of the relevant Commencement Date. If the relevant Offer is terminated without any Notes being purchased thereunder, the Notes tendered pursuant thereto will be promptly returned to the tendering holders.

The relevant deadline set by DTC or any intermediary for the submission of Tender Instructions may be earlier than the deadlines set out herein.

Indicative Timetable

The following table sets out the expected dates and times of the key events relating to each Offer. This is an indicative timetable and is subject to change.

 
                  Events                              Dates and Times 
-----------------------------------------  ------------------------------------- 
 Commencement Date 
 Commencement of the Offers upon            August 1, 2022 
  the terms and subject to the conditions 
  set forth in the relevant Offer 
  to Purchase. 
 Price Determination Time 
 The time in respect of each Offer,         2:00 p.m., New York City time, 
  at which the Reference Yield for           on August 8, 2022, unless otherwise 
  each Series of Notes will be determined    extended in respect of the 
  by the relevant Dealer Managers.           relevant Offer 
 Withdrawal Deadline 
 The deadline in respect of each            5:00 p.m., New York City time, 
  Offer for holders to validly withdraw      on August 8, 2022, unless otherwise 
  Notes tendered before this date            extended in respect of the 
  and time, unless otherwise extended        relevant Offer 
  as described herein. 
 Expiration Deadline 
 The deadline in respect of each            5:00 p.m., New York City time, 
  Offer for holders to tender Notes          on August 8, 2022, unless otherwise 
  pursuant to the relevant Offer             extended in respect of the 
  in order to qualify for payment            relevant Offer 
  of the relevant Purchase Price 
  plus any Accrued Interest. 
  Each Offeror will issue a press 
  release announcing the principal 
  amount of each Series accepted 
  for purchase pursuant to the relevant 
  Offer promptly after the relevant 
  Expiration Deadline. 
 Guaranteed Delivery Date 
  The deadline in respect of each             5:00 p.m. New York time, on 
  Offer for holders using the Guaranteed      the second Business Day following 
  Delivery Procedures described               the relevant Expiration Deadline 
  in the relevant Offer to Purchase 
  to deliver their Notes. 
 Settlement Date 
 Payment in respect of each Offer           Expected on August 10, 2022, 
  of the relevant Purchase Price,            the second Business Day following 
  plus any Accrued Interest for              the relevant Expiration Deadline 
  all Notes validly tendered and 
  not validly withdrawn and accepted 
  for purchase pursuant to the relevant 
  Offer (other than the Notes tendered 
  in either Offer pursuant to the 
  Guaranteed Delivery Procedures). 
 Guaranteed Delivery Settlement 
  Date 
 Payment in respect of each Offer           Expected on August 11, 2022, 
  of the relevant Purchase Price             the third Business Day following 
  plus any Accrued Interest for              the relevant Expiration Deadline 
  all Notes validly tendered and 
  not validly withdrawn and accepted 
  for purchase pursuant to the Guaranteed 
  Delivery Procedures. 
 

The times and dates above are subject, where applicable, to the right of each Offeror to extend, re-open, amend, limit, terminate or withdraw its respective Offers, subject to applicable law. Accordingly, the actual timetable in respect of either or both Offers may differ significantly from the expected timetable set out above.

Holders should confirm with the bank, securities broker or any other intermediary through which they hold their Notes whether such intermediary needs to receive instructions from a holder before the deadlines specified above in order for that holder to be able to participate in, or withdraw their instruction to participate in, the Offers.

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: natwest@is.kroll.com 
   Arlind Bytyqi / Jacek Kusion                                      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 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: liabilitymanagement@natwestmarkets.com

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: DG.LM-EMEA@bofa.com

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: liabilitymanagement@morganstanley.com

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: LiabilityManagement@wellsfargo.com

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: DG.LM-EMEA@bofa.com

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: liabilitymanagement@morganstanley.com

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: LiabilityManagement@wellsfargo.com

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.

THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR NATWEST GROUP PLC, FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (MAR) AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. THIS ANNOUNCEMENT IS MADE BY ALEXANDER HOLCROFT, HEAD OF INVESTOR RELATIONS FOR NATWEST GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR NatWest Markets N.V., FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (MAR). FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY Vasileios TSAGRIS, TREASURER OF NatWest Markets N.V.

 
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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

TENEASPFESAAEFA

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August 01, 2022 12:02 ET (16:02 GMT)

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