NatWest Group plc
11 November 2024
Off-market purchase of 262,605,042 ordinary shares from His
Majesty's Treasury ("HM Treasury")
NatWest Group plc (the "Company")
has agreed with HM Treasury to make an off-market purchase (the
"Off-Market Purchase") of 262,605,042 ordinary shares in the
Company with a nominal value of £1.0769* each ("Ordinary Shares") at a
price of 380.8 pence per Ordinary Share, being the closing price of
the Ordinary Shares on the London Stock Exchange on 8 November
2024. The total consideration for the Off-Market Purchase
will be £1 billion.
Paul Thwaite, CEO of NatWest Group
commented:
"As a result of NatWest Group's continued
strong performance, we are pleased to have today completed our
second buy back of government shares of 2024, further reducing HM
Treasury's shareholding.
This transaction represents another important
milestone on
the path to full
privatisation. We believe it is a positive
use of capital for the bank and for our shareholders
and we are pleased with the sustained momentum in reducing HM
Treasury's stake in NatWest Group
throughout this
year."
The purchased Ordinary Shares
represent 3.16 per cent of the Company's issued Ordinary Share
capital (excluding treasury shares). The Off-Market Purchase is
expected to settle on 13 November 2024.
A contract (the "Directed Buyback
Contract") between the Company and HM Treasury was approved by the
shareholders of the Company at a General Meeting held on 6 February
2019 and signed on 7 February 2019. Amendments to the Directed
Buyback Contract were approved by the shareholders of the Company
at a General Meeting held on 25 August 2022 and signed on 17
November 2022 and at the Annual General Meeting held on 23 April
2024 (the "2024 AGM") and signed on 7 May 2024. The authority
from shareholders to make off-market purchases of Ordinary Shares
from HM Treasury (or its nominee) under the terms of the Directed
Buyback Contract was renewed at the 2024 AGM.
The Company intends to cancel
all of the purchased Ordinary
Shares.
HM Treasury is a related party
to the Company and
the Off-Market Purchase, when aggregated with the other transactions
referred to in this
announcement, constitutes a related party transaction under UK
Listing Rule 8.2.1R and this announcement
is therefore being made in accordance with that rule.
Pursuant to the changes to the Listing Rules which came into effect
on 29 July 2024, the Board of the Company
(the "Board") confirms its view that the Off-Market Purchase is
fair and reasonable as far as the shareholders of the Company are
concerned and that the Board has been so advised by
Merrill Lynch International, a sponsor to the
Company.
The following transactions or
arrangements between the Company and HM Treasury have taken place
in the last 12 months and were related party transactions for the
purposes of UK Listing Rule 8.2.1R.
|
Description
|
Value
|
|
Off-market purchase by the Company of
shares from HM Treasury, as announced on 31 May 2024
Off-Market Purchase of Ordinary Shares from HMT
(investis.com)
|
£1,240,921,312.75
|
|
Agreement for the Company to cover
costs incurred and to be incurred by HM Treasury and UK Government
Investments on behalf of HM Treasury in connection with HM
Treasury's holding of Ordinary Shares in the Company and its
disposal of such shares
|
Up to £19,000,000
|
Upon settlement of the above
transaction:
-
the Company will hold 287,667,803 of its Ordinary Shares as
treasury shares;
- the Company will
have in issue 8,043,477,072 Ordinary Shares (excluding treasury
shares) and 483,140 Cumulative Preference Shares of £1;
and
-
HM Treasury will hold approximately
12.03** per cent. of the
Company's voting rights.
The Company continues to target a
CET1 ratio in the range of 13-14%.
*The nominal value of Ordinary
Shares without rounding is £1.076923076923077 per share
** This number is based on the
Company's most recent TR-1 notification of major shareholdings on
31 October 2024 in respect of HM Treasury's shareholding
notification dated 30 October 2024 and does not take into account
any sales executed by HM Treasury since the notification
date.
Further information:
Investor Relations
+ 44 (0)207 672 1758
Media Relations
+44 (0)131 523 4205
Legal Entity Identifier:
2138005O9XJIJN4JPN90
Forward-looking statements
This
document may include forward-looking statements within the meaning
of the United States Private Securities Litigation Reform Act of
1995, such as statements that include, without limitation, the
words 'deliver', 'ambition', 'expect', 'estimate', 'project',
'anticipate', 'commit', 'believe', 'should', 'intend', 'will',
'plan', 'could', 'probability', 'risk', 'target', 'goal',
'objective', 'may', 'endeavour', 'outlook', 'optimistic',
'prospects' and similar expressions or variations on these
expressions. These statements concern or may affect future matters,
such as NatWest Group's future economic results, business plans and
strategies. In particular, this document may include
forward-looking statements relating to NatWest Group plc in respect
of, but not limited to: its outlook, guidance and targets
(including in relation to RoTE, income, operating costs, loan
impairment rate, CET1 ratio, RWA levels, payment of dividends and
participation in directed buybacks), its expectations in relation
to the Off-Market Purchase settlement date and its intentions in
respect of the Ordinary Shares
(including the number of outstanding Ordinary
Shares, and their reissuance or cancellation), its economic and
political risks, its financial position, profitability and
financial performance, the implementation of its strategy, and
HMT's voting rights percentage. Forward-looking statements are
subject to a number of risks and uncertainties that might cause
actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statements. Factors that could cause or contribute
to differences in current expectations include, but are not limited
to, future growth initiatives (including acquisitions, joint
ventures and strategic partnerships), the outcome of legal,
regulatory and governmental actions and investigations, the level
and extent of future impairments and write-downs, legislative,
political, fiscal and regulatory developments, accounting
standards, competitive conditions, technological developments,
interest and exchange rate fluctuations, general economic and
political conditions and uncertainties (such as the direct and
indirect impacts of escalating armed conflicts) and the impact of
climate-related risks and the transitioning to a net zero economy.
These and other factors, risks and uncertainties that may impact
any forward-looking statement or NatWest Group plc's actual results
are discussed in NatWest Group plc's 2023 Annual Report on Form
20-F, NatWest Group plc's Interim Management Statement for Q1, Q3
and H1 2024 on Form 6-K, and its other public filings. The
forward-looking statements contained in this document speak only as
of the date of this document and NatWest Group plc does not assume
or undertake any obligation or responsibility to update any of the
forward-looking statements contained in this document, whether as a
result of new information, future events or otherwise, except to
the extent legally required.