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RNS Number : 4720V

NatWest Group plc

09 August 2022

,

August 9, 2022

NATWEST GROUP PLC AND NATWEST MARKETS N.V. - RESULTS OF SEPARATE CASH TER OFFERS FOR CERTAIN OF THEIR RESPECTIVE OUTSTANDING NOTES

NatWest Group plc ("NatWest Group") and NatWest Markets N.V. ("NWM N.V.") (each an "Offeror" and, together, the "Offerors") are each today announcing the results of their previously announced separate cash tender offers (with respect to the tender offers launched by NatWest Group, the "NatWest Group Offer", and with respect to the tender offers launched by NWM N.V., the "NWM N.V. Offer", each an "Offer") in respect of any and all of certain series of their respective U.S. dollar denominated notes set out in the table below (collectively, the "Notes").

The NatWest Group Offer was made on the terms and subject to the conditions set out in NatWest Group's offer to purchase dated August 1, 2022 and the related Notice of Guaranteed Delivery (the "NatWest Group Offer to Purchase"). The NWM N.V. Offer was made on the terms and subject to the conditions set out in NWM N.V.'s offer to purchase dated August 1, 2022 and the related Notice of Guaranteed Delivery (the "NWM N.V. Offer to Purchase" and, together with the NatWest Group Offer to Purchase, the "Offers to Purchase"). Capitalized terms with respect to the NatWest Group Offer not otherwise defined in this announcement have the same meaning as in the NatWest Group Offer to Purchase. Capitalized terms with respect to the NWM N.V. Offer not otherwise defined in this announcement have the same meaning as in the NWM N.V. Offer to Purchase.

Results for the NatWest Group Offer

With respect to the NatWest Group Offer, the Tender Agent informed NatWest Group that $3,395,689,000 in aggregate principal amount of its Notes were validly tendered and not validly withdrawn by 5:00 p.m., New York City time, on August 8, 2022 (the "Expiration Deadline"), as more fully set forth in the table below. NatWest Group has accepted all Notes that were validly tendered and not validly withdrawn prior to the Expiration Deadline. In addition, $6,098,000 in aggregate principal amount of the Notes were tendered in the NatWest Group Offer using the Guaranteed Delivery Procedures.

With respect to the NatWest Group Offer, 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below sets forth, among other things, the principal amount of each series of Notes validly tendered and not validly withdrawn at or prior to the Expiration Deadline:

 
                                                                           Aggregate 
                                                                           Principal          Aggregate 
                                                                        Amount Tendered       Principal 
                                                                           Excluding       Amount Tendered 
                                                                         Notes Tendered    Using Guaranteed 
                                                        Principal       Using Guaranteed       Delivery 
      Title of                                            Amount            Delivery          Procedures     Purchase 
      Security          Issuer(1)      ISIN/CUSIP      Outstanding         Procedures                         Price(2) 
--------------------  --------------  -------------  ----------------  -----------------  -----------------  --------- 
                        The Royal 
                          Bank of 
6.125% Subordinated      Scotland     US780099CE50 
    Tier 2 Notes         Group plc          / 
      due 2022              (1)         780099CE5     $1,303,830,000     $402,115,000            $0          $1,010.05 
                        The Royal 
                          Bank of 
6.100% Subordinated      Scotland     US780097AY76 
    Tier 2 Notes         Group plc          / 
      due 2023              (1)         780097AY7      $465,426,000      $312,800,000          $53,000       $1,015.73 
                        The Royal 
6.000% Subordinated       Bank of     US780097AZ42 
    Tier 2 Notes         Scotland           / 
      due 2023         Group plc(1)     780097AZ4     $1,396,278,000     $736,763,000            $0          $1,019.74 
                        The Royal 
5.125% Subordinated       Bank of     US780099CH81 
    Tier 2 Notes         Scotland           / 
      due 2024         Group plc(1)     780099CH8     $1,241,175,000     $364,867,000         $200,000       $1,007.51 
                        The Royal 
       3.875%             Bank of 
    Senior Notes         Scotland     US780097BD21 
      due 2023         Group plc(1)    / 780097BD2    $2,650,000,000    $1,579,144,000       $5,845,000       $998.85 
--------------------  -------------- 
 
   (1)    Currently NatWest Group plc. 
   (2)    Per $1,000 principal amount of the Notes validly tendered and accepted for purchase. 

Results for the NWM N.V. Offer

With respect to the NWM N.V. Offer, the Tender Agent informed NWM N.V. that $163,431,000 in aggregate principal amount of its Notes were validly tendered and not validly withdrawn by the Expiration Deadline, as more fully set forth in the table below. NWM N.V. has accepted all Notes that were validly tendered and not validly withdrawn prior to the Expiration Deadline. No Notes were tendered in the NWM N.V. Offer using the Guaranteed Delivery Procedures.

With respect to the NWM N.V. Offer, 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:

 
                                                                         Aggregate 
      Title of                                        Principal           Principal     Purchase 
      Security        Issuer(1)    ISIN/CUSIP     Amount Outstanding   Amount Tendered   Price(2) 
--------------------  ----------  -------------  -------------------  ----------------  --------- 
7.750% Subordinated 
   Deposit Notes,      NatWest 
      Series B,         Markets   US00077TAA25 
      due 2023          N.V.(1)    / 00077TAA2      $135,566,000        $35,044,000     $1,028.32 
7.125% Subordinated 
   Deposit Notes,      NatWest 
      Series B,         Markets   US00077TAB08 
      due 2093          N.V.(1)    / 00077TAB0      $150,000,000        $128,387,000    $1,647.06 
--------------------  ---------- 
 

(1) NatWest Markets N.V. (formerly known as ABN AMRO Bank N.V., of which ABN AMRO Bank N.V., New York Branch, was a part).

   (2)    Per $1,000 principal amount of the Notes validly tendered and accepted for purchase. 

The Settlement Date for each Offer is expected to be August 10, 2022 and the Guaranteed Delivery Settlement Date for each Offer is expected to be August 11, 2022. For the avoidance of doubt, Holders whose Notes are tendered and purchased in either Offer 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 relevant Settlement Date to the relevant Guaranteed Delivery Settlement Date.

FURTHER INFORMATION

Kroll Issuer Services Limited acted as tender agent with respect to each Offer. NatWest Markets Securities Inc., an affiliate of the Offeror, acted as Global Arranger and Lead Dealer Manager with respect to each Offer. Merrill Lynch International, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (together with NatWest Markets Securities Inc.) acted as Dealer Managers with respect to the NatWest Group Offer. BofA Securities Europe SA, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (together with NatWest Markets Securities Inc.) acted as Dealer Managers with respect to the NWM N.V. Offer.

Questions regarding the NatWest Group Offer 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), 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 Wells Fargo Securities, LLC at +44 203 942 9680 (Europe), +1 866 309 6316 (U.S. Toll Free) or +1 704 410 4756 (U.S.).

Questions regarding the NWM N.V. Offer 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), BofA Securities Europe SA at +33 1 877 01057 (Europe), +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 Wells Fargo Securities, LLC at +44 203 942 9680 (Europe), +1 866 309 6316 (U.S. Toll Free) or +1 704 410 4756 (U.S.).

FORWARD-LOOKING STATEMENTS

From time to time, the Offerors may make statements, both written and oral, regarding our assumptions, projections, expectations, intentions or beliefs about future events. These statements constitute "forward-looking statements". The Offerors caution that these statements may and often do vary materially from actual results. Accordingly, the Offerors 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 relevant Offer to Purchase, in the Annual Report and H1 2022 Interim Report of the relevant Offeror which is incorporated by reference therein and "Forward-Looking Statements" in the Annual Report and H1 2022 Interim Report of the relevant Offeror, which is incorporated by reference in the relevant Offer to Purchase.

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") or the Dutch Authority for the Financial Markets (the "AFM"), as applicable, any applicable stock exchange or any applicable law, the Offerors expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in the relevant 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, (i) with respect to NatWest Group consult any additional disclosures that NatWest Group has made or may make in documents that NatWest Group has filed or may file with the U.S. Securities and Exchange Commission and (ii) with respect to NWM N.V. consult any additional disclosures that NWM N.V. has made or may make in documents that NWM N.V. has filed or may file with the AFM.

 
Legal Entity Identifiers 
NatWest Group plc         2138005O9XJIJN4JPN90 
NatWest Markets N.V.      X3CZP3CK64YBHON1LE12 
 

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