TIDMNWG
RNS Number : 2608X
NatWest Group plc
25 August 2022
NatWest Group plc
General Meeting and Class Meeting Statement
25 August 2022
NatWest Group plc will hold a General Meeting at 2.00 p.m. today
to be followed immediately by a Class Meeting of Ordinary
Shareholders. The meetings will deal with the proposed resolutions
as set out in the Circular and Notice of General Meeting and Class
Meeting issued to shareholders on 9 August 2022 and a proposed
amendment to resolution 2, the details of which are referenced
below.
The following is an extract from the remarks to be made by
Howard Davies, Chairman, at the meetings.
The strength of NatWest Group's balance sheet and financial
performance mean that we are well positioned to grow our lending to
customers responsibly and to support those customers, colleagues
and communities who are likely to need it most. We are also
continuing to invest in the transformation of the bank while
delivering sustainable returns to shareholders.
At our first half results we announced our intention to pay an
ordinary interim dividend of 3.5 pence per share alongside the
special dividend and share consolidation that are being voted on
today.
The special dividend of 16.8 pence per share would return
approximately GBP1.75 billion to ordinary s hareholders.
The accompanying share consolidation would result in ordinary
shareholders receiving 13 new ordinary shares for every 14 ordinary
shares currently held, maintaining the comparability, so far as
practicable, of the Group's share price before and after the
special dividend is paid.
Combining a share consolidation with a special dividend is a
common approach when a large amount of capital is being distributed
and we believe it is in the best interests of the bank and its
shareholders.
There are three main reasons why the Board has chosen to
implement the distribution of excess capital in this way:
First, it allows us to return a significant amount of capital to
shareholders quickly compared to an on-market buyback
programme.
Secondly, by undertaking the share consolidation alongside the
special dividend, it is accretive to the Group's earnings per share
and tangible book value per share, similar to the financial effects
of an on-market buyback programme.
And finally, it does not increase the relative proportion of the
government's shareholding in NatWest Group which could be the case
if a further on-market buyback programme was launched without
sell-downs from HM Treasury.
If these resolutions are approved, NatWest Group will have
announced capital returns of approximately GBP3.3 billion so far
this year through a directed buyback from HM Treasury and both the
interim and special dividend.
We completed our GBP750 million on-market buy-back programme
announced at Full Year.
We have maintained capacity to participate in an off-market
directed buyback of HM Treasury's shareholding in the Group. As
ever, any such off-market directed buyback would require the
government to seek to sell down their holding and could only take
place after 29 March 2023 onwards, 12 months after our most recent
transaction.
I would like to draw your attention to a proposed amendment to
resolution 2, which is an ordinary resolution relating to the
proposed share transaction. Resolution 2, as set out in the Notice
of Meeting, includes a reference in the second line to c.10.406
billion existing ordinary shares of GBP1 each in the capital of the
Company being consolidated into one intermediate ordinary share of
GBP14.00 each in the capital of the Company. Rather than referring
to the issued share capital being consolidated into one
intermediate ordinary share, the resolution should instead have
made clear that it is every 14 existing ordinary shares (including
treasury shares) that are being consolidated into one intermediate
ordinary share in the capital of the Company and each intermediate
ordinary share will then be divided into 13 new ordinary
shares.
The proposed amendment involves no departure from the substance
of the resolution set out in the Notice of Meeting and is necessary
to correct this patent error.
To deal with this, it is necessary for the meeting to consider
first whether this amendment should be approved and then, assuming
that the meeting approves the amendment, for the substantive
resolution to be put to the meeting.
To close, I would reiterate that the Board considers the
resolutions to be voted on today to be in the best interests of the
Company and our shareholders and is recommending our shareholders
vote in favour of them.
For more information contact:
Investor Relations
+ 44 (0)207 672 1758
Media Relations
+44 (0)131 523 4205
Legal Entity Identifier: 2138005O9XJIJN4JPN90
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 Group's future economic results, business plans and
strategies. In particular, this document may include
forward-looking statements relating to NatWest Group 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
impact of the Share Consolidation and the Special Dividend, the
implementation of its purpose-led strategy, its environmental,
social, governance and climate related targets, its access to
adequate sources of liquidity and funding, increasing competition
from new incumbents and disruptive technologies, the impact of the
COVID-19 pandemic, 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
alternative risk free rates and NatWest Group'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 (including with respect to goodwill), legislative,
political, fiscal and regulatory developments, accounting
standards, competitive conditions, technological developments,
interest and exchange rate fluctuations, general economic and
political conditions, the impact of climate-related risks and the
transitioning to a net zero economy and the impact of the COVID-19
pandemic. These and other factors, risks and uncertainties that may
impact any forward-looking statement or NatWest Group's actual
results are discussed in NatWest Group's UK 2021 Annual Report and
Accounts (ARA), NatWest Group's Interim Results for Q1 2022 and H1
2022 and NatWest Group's filings with the US Securities and
Exchange Commission, including, but not limited to, NatWest Group's
most recent Annual Report on Form 20-F and Reports on Form 6-K. The
forward-looking statements contained in this document speak only as
of the date of this document and NatWest Group 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.
No statement in this document is or is intended to be a profit
forecast or to imply that the earnings of NatWest Group for the
current or future financial years will necessarily match or exceed
the historical or published earnings of NatWest Group.
Any information contained in this document on the price at which
shares or other securities in NatWest Group have been bought or
sold in the past, or on the yield on such shares or other
securities, should not be relied upon as a guide to future
performance.
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END
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