RBSPF NatWest Group PLC (PK)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20459

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

NatWest Group plc

(Exact name of registrant as specified in its charter)

 

United Kingdom (State of incorporation or organization)

None (I.R.S. Employer Identification No.)

 

RBS Gogarburn

PO Box 1000

Edinburgh EH12 1HQ

United Kingdom

(Address of principal executive offices)

 

Title of each class to be so registered		Name of each exchange on which each class is to be registered
$1,500,000,000 7.472% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2026		New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. :  ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐

 

Securities Act registration statement file number to which this form relates: 333-261837

 

Securities to be registered pursuant to Section 12(g) of the Act:   None.

 

 

 INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

The Registrant has filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 a prospectus supplement dated November 3, 2022 (the “Prospectus Supplement”) to a Prospectus dated January 11, 2022 (the “Prospectus”) relating to the securities to be registered hereunder included in the Registrant’s Registration Statement on Form F-3 (File No. 333-261837), which was declared effective by the Commission on January 11, 2022. The Registrant incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.

 

Item 1.  Description of Registrant’s Securities to be Registered

 

The information required by this item is incorporated herein by reference to the information contained in the sections captioned “Description of Debt Securities” on pages 6 through 13 of the Prospectus, and “Description of the Senior Notes” on pages S-20 through S-28 and “U.K. and U.S. Federal Tax Consequences”, on pages S-29 through S-31 of the Prospectus Supplement.

 

Item 2.  Exhibits

 

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement.

 

4.1	Amended and Restated Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of December 13, 2017 (incorporated herein by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form F-3 (File No. 001-10306) filed with the Commission on December 13, 2017).
4.2	Tenth Supplemental Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of November 10, 2022.
4.3	Form of Global Note for the $1,500,000,000 7.472% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2026 (included in Exhibit 4.2 hereof).
99.1	Prospectus and the Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s Registration Statement on Form F-3 (File No. 333-261837) which was declared effective by the Commission on January 11, 2022 and the Registrant’s filings under Rule 424(b) with the Commission on November 7, 2022, respectively).

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.

 

	NatWest Group plc (Registrant)
Date:  November 10, 2022	By:	/s/ Dearbhla Kelly
	Name:	Dearbhla Kelly
	Title:	Assistant Secretary

EXHIBIT INDEX

 

Exhibit No.	Description of Exhibit
4.1	Amended and Restated Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of December 13, 2017 (incorporated herein by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form F-3 (File No. 001-10306) filed with the Commission on December 13, 2017).
4.2	Tenth Supplemental Indenture between NatWest Group plc, as issuer, and The Bank of New York Mellon, as trustee, dated as of November 10, 2022.
4.3	Form of Global Note for the $1,500,000,000 7.472% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2026 (included in Exhibit 4.2 hereof).
99.1	Prospectus and the Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s Registration Statement on Form F-3 (File No. 333-261837) which was declared effective by the Commission on January 11, 2022 and the Registrant’s filings under Rule 424(b) with the Commission on November 7, 2022, respectively).