Tender Offer Results Announcement
Source: RNS
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT
2 December 2021
On 24 November 2021, NatWest Markets Plc (Legal Entity Identifier: RR3QWICWWIPCS8A4S074) (the "Issuer") launched an invitation to the holders of its outstanding securities detailed below (the "Securities") to tender any and all such Securities for purchase by the Issuer for cash (each such invitation an "Offer" and, together, the "Offers"). The Offers were made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 24 November 2021 (the "Tender Offer Memorandum") and were subject to the offer and distribution restrictions as more fully described in the Tender Offer Memorandum.
Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.
The Issuer today announces that (a) £29,033,000 in aggregate principal amount of the £175,000,000 Fixed Rate Undated Subordinated Notes, (b) £18,713,000 in aggregate principal amount of the £350,000,000 Fixed Rate Undated Subordinated Notes and (c) €21,100,000 in aggregate principal amount of the €144,400,000 Euro-zone Inflation Indexed Notes due 23 April 2023 have been validly tendered pursuant to the Offers and that the Issuer will accept all such validly tendered Securities for purchase in cash (the "Acceptance").
The details of the Acceptance are set out in the table below:
|
Description of Securities |
Aggregate Principal Amount validly tendered and accepted for purchase pursuant to the Acceptance |
Purchase Price |
Expected aggregate Principal Amount Outstanding following the Settlement Date (as defined below) |
|
£175,000,000 Fixed Rate Undated Subordinated Notes (ISIN: XS0116447599) |
£29,033,000 |
115.50 per cent. |
£1,378,000 |
|
£350,000,000 Fixed Rate Undated Subordinated Notes (ISIN: XS0138939854) |
£18,713,000 |
114.00 per cent. |
£100,000 |
|
€144,400,000 Euro-zone Inflation Indexed Notes due 23 April 2023 (ISIN: XS0357281046) |
€21,100,000 |
113.50 per cent. |
€123,300,000 |
The settlement date for the Offers is expected to be 3 December 2021 (the "Settlement Date"). On the Settlement Date, in addition to the Purchase Price for the relevant Securities tendered by the relevant Holders and accepted for purchase pursuant to the relevant Offer(s), the Issuer will also pay an amount equal to any accrued and unpaid interest on the GBP-denominated Securities only from, and including, the applicable interest payment date for such Securities immediately preceding the Settlement Date up to, but excluding, the Settlement Date. As set out in the Tender Offer Memorandum, and for the avoidance of doubt, the Issuer will not pay any amount in respect of accrued and unpaid interest on any EUR-denominated Securities accepted for purchase pursuant to the relevant Offer.
The Issuer estimates the impact of the Acceptance will be a charge to income in its results for the fourth quarter of 2021 of approximately £6.14 million.
The Offers remain subject to the conditions and restrictions set out in the Tender Offer Memorandum. Full details concerning the Offers are set out in the Tender Offer Memorandum.
NatWest Markets Plc (Telephone: +44 20 7678 5222; Email: NWMLiabilityManagement@natwestmarkets.com; Attention: Liability Management) is acting as Sole Dealer Manager for the Offers and Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Email: natwest@lucid-is.com; Attention: David Shilson) is acting as the Tender Agent.
This announcement is released by NatWest Markets Plc and contains information that qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR") as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of UK retained law, this announcement is made by Paul Pybus, Head of Debt Investor Relations, on behalf of NatWest Markets Plc.
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Issuer, the Sole Dealer Manager and the Tender Agent to inform themselves about and to observe any such restrictions. None of the Issuer, the Sole Dealer Manager or the Tender Agent is providing Securityholders with any legal, business, tax or other advice in this announcement or the Tender Offer Memorandum.
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.
