Intention to dispose of approx 5% of Shares in NWGSource: RNS
NOT FOR DISTRIBUTION IN OR TO THE UNITED STATES (OR for the account or benefit of, U.S. Persons), CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
10 May 2021
UK Government Investments Limited ("UKGI")
Intention to dispose of approximately 5% of Shares in NatWest Group plc
UKGI announces that it intends to sell part of HM Treasury's shareholding in NatWest Group plc (the "Company"). The disposal of the Company's ordinary shares with a nominal value of £1.00 each (the "Shares") will be by way of a placing to institutional investors (the "Placing").
The price at which each Share is sold in the Placing (the "Placing Price") will be determined by way of an accelerated bookbuilding process. The book will open with immediate effect following this announcement.
The Placing is expected to comprise of approximately 580 million Shares, representing approximately 5% of the issued ordinary share capital of the Company. As a result of the Placing, the overall size of HM Treasury's shareholding in the Company is expected to be reduced from approximately 59.8% to approximately 54.8% of the issued ordinary share capital.
Subject to certain exceptions, UKGI and HM Treasury have undertaken to the Bookrunners named below not to sell further Shares for a period of 90 calendar days following the completion of the Placing without the prior written consent of a majority (by participation) of the Bookrunners.
Barclays Bank PLC, Citigroup Global Markets Limited, Goldman Sachs International and Morgan Stanley & Co. International plc have been appointed to act as joint bookrunners (the "Bookrunners") in connection with the Placing.
N.M. Rothschild & Sons Limited ("Rothschild & Co") is acting as Capital Markets Adviser to UKGI on the Placing. Freshfields Bruckhaus Deringer LLP is acting as legal counsel to UKGI in respect of English and US law.
Details of the Placing Price and the number of Shares sold will be announced in due course.
Settlement and delivery of the Shares sold is expected to take place on 13 May 2021.
UKGI Press Office: Frances Collier-Wright, +447971610050
Tavistock Communications: Lulu Bridges, +447831170364; Heather Armstrong, +447929116860; Katie Hopkins, +447912492133
The distribution of this announcement and the offer and sale of Shares in certain jurisdictions may be restricted by law. The Shares to be offered in the Placing (the "Placing Shares") may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by the seller or any of the Bookrunners or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any securities of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act) absent registration or an exemption from the registration requirements of the Securities Act. There shall be no public offering of securities in the United States.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada, Australia, South Africa, Japan or any other state or jurisdiction in which such action would be unlawful. Any failure to comply with this restriction may constitute a violation of United States, Canadian, South Africa, Australian, Japanese or other applicable securities laws.
In member states of the European Economic Area, this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of Article 2 of the EU Prospectus Regulation. For these purposes, the expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129.
In the United Kingdom this announcement is directed exclusively at 'qualified investors' within the meaning of Onshored Regulation (EU) 2017/1129 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated.
In connection with any offering of the Placing Shares, the Bookrunners and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Barclays Bank PLC, Citigroup Global Markets Limited, Goldman Sachs International and Morgan Stanley & Co. International plc, each of which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, are acting on behalf of HM Treasury and UKGI and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of their respective clients or for providing advice to any other person(s) in relation to any offering of the Placing Shares. None of the Bookrunners will regard any other person as its client in relation to the offering of the Placing Shares. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Bookrunners and / or by any of their respective directors, officers, employees, affiliates and / or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with HM Treasury, UKGI, the Company, the Placing Shares, the Placing and / or any of the arrangements described herein, and any liability therefor is expressly disclaimed.
Rothschild & Co, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting on behalf of UKGI and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to Rothschild & Co's clients or for providing advice to any other person(s) in relation to any offering of the Placing Shares. Rothschild & Co will not regard any other person as its client in relation to the offering of the Placing Shares. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Rothschild & Co and/or by any of its directors, officers, employees, affiliates and/or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with HM Treasury, UKGI, the Company, the Placing Shares, the Placing and/or any of the arrangements described herein, and any liability therefor is expressly disclaimed.
No Placing Shares will be available to any investor whose purchase of such Placing Shares, whether on its own account or as a fiduciary or agent for one or more investor accounts, would require regulatory consent in any jurisdiction (including, without limitation, under the UK Financial Services and Markets Act 2000).