FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For
June 02, 2023
Commission
File Number: 001-10306
NatWest
Group plc
RBS,
Gogarburn, PO Box 1000
Edinburgh
EH12 1HQ
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F X Form 40-F
___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule
101(b)(1):_________
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule
101(b)(7):_________
Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ___
No X
If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
________
The following information was issued as Company announcements
in London, England and is furnished pursuant to General Instruction
B to the General Instructions to Form
6-K:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND OR ANY
OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS ANNOUNCEMENT
NatWest Group plc
2 June 2023
Successful
disposal of shares in Permanent TSB
Group Holdings PLC
Further
to the announcement on 1 June 2023, NatWest Group plc ("NatWest")
announces the successful completion of the disposal of part of its
shareholding, held through the wholly owned subsidiary RBS AA
Holdings (UK) Limited, in Permanent TSB Group Holdings PLC
("PTSB").
The
overall size of the disposal by the Minister for Finance of Ireland
and NatWest (the "Selling Shareholders") was 54.6 million ordinary
shares in PTSB representing 10.0% of the ordinary share capital of
PTSB, with NatWest disposing of 27.3 million ordinary shares in
PTSB representing 5.0% of the ordinary share capital of PTSB. The
disposal was effected by way of a placing (the "Placing") of shares
(the "Placing Shares") in an accelerated book building
process.
In
summary, following settlement of the Placing which will take place
on 6 June 2023:
● The
shareholding of NatWest will be reduced from 90.9 million ordinary
shares, representing approximately 16.7% of the ordinary share
capital of PTSB, to 63.6 million ordinary shares, representing
approximately 11.7% of the ordinary share capital of
PTSB.
● The
Placing price was €2.025 per share. As a result, the overall
gross proceeds from the sale of the Placing Shares will be
€110.5 million, with both Selling Shareholders receiving
€55.2 million of gross proceeds each.
● The
disposal will have an immaterial impact on NatWest's CET1 ratio and
its TNAV per share.
● The
Selling Shareholders have undertaken not to sell further shares in
PTSB for a period of 90 calendar days following the completion of
the Placing (subject to
waiver by one of the co-bookrunners and certain customary
exceptions).
NatWest
CEO Alison Rose said:
"This transaction represents further positive progress on our
phased withdrawal from the Republic of Ireland."
NatWest
will keep further disposal options under active consideration, as
and when market conditions permit.
Further information:
Investor Relations
+ 44 (0)207 672 1758
Media Relations
+44 (0)131 523 4205
Legal Entity Identifier: 2138005O9XJIJN4JPN90
Disclosure
IMPORTANT INFORMATION
This announcement is for information purposes only and does not
constitute an offer or an invitation to acquire or dispose of any
securities of PTSB in the United States, Canada, Australia or Japan
or in any other jurisdiction in which such an offer of solicitation
is unlawful. The shares sold pursuant to the Placing have not been,
and will not be, registered under the United States Securities Act
of 1933, as amended, or under any securities laws of any state or
jurisdiction of the United States and may not be offered or sold in
the United States absent registration or an exemption from
registration. There was 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
Australia, Canada, Japan, The Republic of South Africa, Switzerland
or any other jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction.
Any failure to comply with this restriction may constitute a
violation of the securities laws of any such
jurisdiction.
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
Regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Qualified
Investors"). In the United Kingdom this announcement is directed
exclusively at persons who are 'qualified investors' within the
meaning of the Prospectus Regulation (as it forms part of United
Kingdom domestic law 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, or (iii) to whom it may otherwise lawfully be
communicated (all such persons together being referred to as
"Relevant Persons"). This Announcement must not be acted on or
relied on by persons who are not Relevant Persons, if in the United
Kingdom, or Qualified Investors, if in a member state of the
European Economic Area.
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 or
the United States Bank Holding Company Act of 1956).
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 'expect', 'estimate', 'project', 'anticipate', 'commit',
'believe', 'should', 'intend', 'will', 'plan', 'could',
'probability', 'risk', 'Value-at-Risk (VaR)', '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's future economic results, business plans and
strategies. In particular, this document may include
forward-looking statements relating to NatWest in respect of, but
not limited to: its economic and political risks, its regulatory
capital position and related requirements, its financial position,
profitability and financial performance (including financial,
capital, cost savings and operational targets), the implementation
of its purpose-led strategy, its environmental, social and
governance and climate related targets, its access to adequate
sources of liquidity and funding, increasing competition from new
incumbents and disruptive technologies, its exposure to third party
risks, its ongoing compliance with the UK ring-fencing regime and
ensuring operational continuity in resolution, its impairment
losses and credit exposures under certain specified scenarios,
substantial regulation and oversight, ongoing legal, regulatory and
governmental actions and investigations, the transition of LIBOR
and IBOR rates to replacement risk free rates and NatWest's
exposure to operational risk, conduct risk, cyber, data and IT
risk, financial crime risk, key person risk and credit rating risk.
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 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's actual results
are discussed in NatWest's 2022 Annual Report on Form 20-F,
NatWest's Interim Management Statement for Q1 2023 on Form 6-K and
its other filings with the US Securities and Exchange Commission.
The forward-looking statements contained in this document speak
only as of the date of this document and NatWest 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.
Date: 02
June 2023
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NATWEST
GROUP plc (Registrant)
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By: /s/
Jan Cargill
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Name:
Jan Cargill
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Title:
Chief Governance Officer and Company Secretary
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