Company Announcements

Result of Tender Offer

Source: RNS
RNS Number : 9991T
NatWest Group plc
30 March 2021




March 30, 2021




NatWest Group plc (the "Offeror") is today announcing the results of 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 were 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.

Based on information provided by the Tender Agent, $2,154,636,000 in aggregate principal amount of the Notes were validly tendered and not validly withdrawn by 5:00 p.m., New York City time, on March 29, 2021 (the "Expiration Deadline"), as more fully set forth below. The Offeror has accepted all Notes that were validly tendered and not validly withdrawn prior to the Expiration Deadline. In addition, $16,116,000 in aggregate principal amount of the Notes were tendered using the guaranteed delivery procedures. The Settlement Date is expected to be March 31, 2021 and the Guaranteed Delivery Settlement Date is expected to be April 1, 2021. For the avoidance of doubt, Holders whose Notes are tendered and purchased pursuant to the Guaranteed Delivery Procedures will not receive payment in respect of any interest or any distribution, as the case may be, for the period from and including the Settlement Date to the Guaranteed Delivery Settlement Date.

The Offeror estimates the impact of this transaction will be a charge to income in its Q1 2021 results of approximately £118 million, with the final charge dependent on foreign exchange movements until the Settlement Date. After taking into account the estimated effect of taxation, and based on risk weighted assets of £170 billion as reported for December 31, 2020, this would equate to a reduction in the Offeror's CET1 capital ratio of approximately 5 bps.

The table below sets forth, among other things, the principal amount of each series of Notes validly tendered and not validly withdrawn at or prior to the Expiration Deadline:

Title of Security



Principal Amount Outstanding(1)

Aggregate Principal Amount Tendered Excluding Notes Tendered Using Guaranteed Delivery Procedures


Aggregate Principal Amount Tendered Using Guaranteed Delivery Procedures    

Purchase Price(2)

6.425% Non-Cumulative Trust Preferred Securities ("Trust Securities")

RBS Capital Trust II







7.648% Dollar Perpetual Regulatory tier One Securities, Series 1 ("PROs")

The Royal Bank of Scotland Group plc(3)







6.125% Subordinated Tier 2 Notes due 2022 ("2022 Notes")

The Royal Bank of Scotland Group plc (3)







6.100% Subordinated Tier 2 Notes due 2023 ("2023 Notes I")

The Royal Bank of Scotland Group plc(3)







6.000% Subordinated Tier 2 Notes due 2023 ("2023 Notes II")

The Royal Bank of Scotland Group plc(3)







5.125% Subordinated Tier 2 Notes due 2024 ("2024 Notes")

The Royal Bank of Scotland Group plc(3)







(1)    As of the commencement date of the Offers; excludes $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.







Lucid Issuer Services Limited acted as tender agent for the Offers. NatWest Markets Securities Inc., an affiliate of the Offeror, acted as Global Arranger and Lead Dealer Manager and Citigroup Global Markets Limited, Merrill Lynch International, Morgan Stanley & Co. LLC and UBS Securities LLC (together with NatWest Markets Securities Inc.) acted as Dealer Managers. Questions regarding the Offers should be directed to NatWest Markets Securities Inc. at +44 20 7678 5222, +1 203 897 6166 (U.S.) or +1 866 884 2071 (U.S. Toll Free), Citigroup Global Markets Limited at +44 20 7986 8969 (UK), +1 212 723 6106 (U.S.) or +1 800 558 3745 (U.S. Toll Free), Merrill Lynch International at +44 20 7996 5420 (London), +1 888 292 0070 (U.S. Toll Free) or +1 980 387 3907 (U.S.), Morgan Stanley & Co. LLC at +44 20 7677 5040 (Europe), +1 800 624 1808 (U.S. Toll Free) or +1 212 761 1057 (U.S.) and UBS Securities LLC at +44 20 7568 1121 (Europe), +1 888 719-4210 (U.S. Toll Free) or + 1 203 719 4210 (U.S.).




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



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