NatWest Group plc Adjustment to conversion prices for NWG's AT1s (8416X)
31 Agosto 2022 - 12:23PM
UK Regulatory
TIDMNWG
RNS Number : 8416X
NatWest Group plc
31 August 2022
31 August 2022
Notice of adjustment of the Conversion Price for NatWest Group
plc's (the "Company") Subordinated Contingent Convertible
Additional Tier 1 Capital Notes
The Company announced on 25 August 2022 that the resolutions
proposed at the General Meeting seeking approval by its
shareholders of the Special Dividend and Share Consolidation (both
as defined in the shareholder circular dated 9 August 2022) and
related matters, as well as the resolution proposed at the Class
Meeting seeking approval by the ordinary shareholders to sanction
the Share Consolidation and the amendment to its Articles proposed
at the General Meeting, were duly passed. The Company further
announced on 30 August 2022 that the Share Consolidation had taken
effect at 8.00 a.m. (BST) on such date (the "Effective Date").
The Company hereby notifies the holders of each outstanding
series of its Subordinated Contingent Convertible Additional Tier 1
Capital Notes listed below (each, a "Series") that, as a result of
the Special Dividend and the Share Consolidation, the Conversion
Price per ordinary share for each Series has been adjusted as set
out in the table below (the "Adjustments"), in each case pursuant
to the Conversion Price anti-dilution adjustment provisions of the
applicable Supplemental Indenture in respect of each Series set out
below:
ISIN Principal Date Final Coupon Applicable
Amount of Legal Listing Conversion Conversion Supplemental
Outstanding Issuance Maturity and Trading Price Price Indenture and
(million) Venue before after Conversion
Adjustments Adjustments Price
Anti-Dilution
Adjustment
Provision
Section 3.01
of the Second
Supplemental
Indenture
dated
Irish Stock August 10,
US780099CK11 $1,150 10/08/2015 Perpetual 8.000% Exchange $3.295* $3.314 2015
------------ ----------- ---------- ------- -------------- ------------- ------------- --------------
International Section 4.01
Securities of the Fourth
Market of Supplemental
the London Indenture
Stock dated
US780097BQ34 $1,500 29/06/2020 Perpetual 6.000% Exchange $2.179 $2.191 June 29, 2020
------------ ----------- ---------- ------- -------------- ------------- ------------- --------------
International GBP1.754 GBP1.764 Section 4.01
Securities of the Sixth
Market of Supplemental
the London Indenture
Stock dated
Exchange November 12,
XS2258827034 GBP1,000 12/11/2020 Perpetual 5.125% 2020
------------ ----------- ---------- ------- -------------- ------------- ------------- --------------
International GBP1.754 GBP1.764 Section 4.01
Securities of the
Market of Seventh
the London Supplemental
Stock Indenture
Exchange dated
March 12,
XS2315966742 GBP400 12/03/2021 Perpetual 4.500% 2021
------------ ----------- ---------- ------- -------------- ------------- ------------- --------------
International Section 4.01
Securities of the Eighth
Market of Supplemental
the London Indenture
Stock dated
US639057AD02 $750 28/06/2021 Perpetual 4.600% Exchange $2.448 $2.462 June 28, 2021
------------ ----------- ---------- ------- -------------- ------------- ------------- --------------
The Adjustments became effective on the Effective Date, which
was also the date on which the Company's ordinary shares were
marked ex-entitlement for purposes of the Special Dividend.
Apart from the Adjustments listed above, the terms and
conditions of each Series remain unchanged.
Capitalized terms in respect of a Series not otherwise defined
in this notice shall have the meaning given to them in relevant
Supplemental Indenture of such Series.
* The Conversion Price before adjustments in respect of this
Series reflects an initial adjustment of the original Conversion
Price per ordinary share from $3.606 to $3.504 as a result of the
special dividend paid by the Company on 30 April 2019 and a
subsequent adjustment from $3.504 to $3.295 as a result of the
special dividend paid by the Company on 20 September 2019, in each
case pursuant to Section 3.01 of the Second Supplemental Indenture
dated August 10, 2015.
For further information, please contact:
Scott Forrest
Head of NatWest Treasury DCM
NatWest Group plc
Tel: +44 (0)7747 455969
Paul Pybus
Investor Relations
NatWest Group plc
Tel: +44 (0)7769 161183
This notice has been prepared solely for information purposes
and is not intended to, and does not constitute or form part of,
and should not be construed as, an offer to sell or the
solicitation of an offer to buy any security of the Company.
Legal Entity Identifier
NatWest Group plc 2138005O9XJIJN4JPN90
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