UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
July, 2025
Commission File Number 001-10306
NatWest Group plc
250 Bishopsgate,
London, EC2M 4AA
United Kingdom
(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.
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
14 July 2025
Intention to
sell shares in Permanent TSB
Group Holdings PLC
NatWest Group plc ("NatWest") today announces its intention to sell its full
shareholding, held through the wholly owned subsidiary RBS AA
Holdings (UK) Limited (the "Seller"), in Permanent TSB Group Holdings PLC
("PTSB").
The disposal of these shares (the
"Placing
Shares") will be by way of a
placing to institutional investors (the "Placing"). The price at which the Placing Shares are sold
(the "Placing
Price") will be determined by
way of an accelerated book building process. The book will open
with immediate effect following this
announcement.
The
Placing is expected to comprise 63,614,171 of PTSB's ordinary
shares, representing approximately 11.7% of the issued ordinary
capital of PTSB. Following completion of the Placing, NatWest is
expected to exit its interest in PTSB in full.
In accordance with the terms of the Shareholder
Co-operation Agreement entered into between PTSB, NatWest and the
Minister for Finance of Ireland (the "Minister"), the Minister has undertaken not to sell shares
in PTSB for a period of 90 calendar days following the completion
of the Placing. For the avoidance of doubt, the Minister will not
sell any shares as part of the Placing.
Details
of the Placing Price and the exact number of Placing Shares will be
announced in due course.
Goldman Sachs International ("Goldman
Sachs") and J.P. Morgan
Securities plc ("J.P. Morgan"), which conducts its UK investment banking
activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), are acting as Joint
Bookrunners (the "Joint
Bookrunners") in connection
with the Placing.
Further information:
|
NatWest
Investor
Relations
+44 (0)
207 672 1758
Media
Relations
+44 (0)
131 523 4205
|
Goldman
Sachs
+44 (0)
20 7774 1000
|
J.P.
Morgan Cazenove
+44 (0)
20 7742 4000
|
Legal Entity Identifier: 2138005O9XJIJN4JPN90
Disclaimer
IMPORTANT NOTICE
The
distribution of this announcement and the offer and sale of the
Placing Shares in certain jurisdictions may be restricted by law.
The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by NatWest, the Joint Bookrunners or any of their respective
affiliates that would permit an offering of the Placing Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such securities in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required to
inform themselves about and to observe any such
restrictions.
This
announcement is for information purposes only and does not
constitute or form a part of an offer to sell or a solicitation of
an offer to purchase any security of PTSB in the United
States or in any other jurisdiction where such offer or
solicitation is unlawful. The securities of PTSB described in this
announcement have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or any applicable state or foreign securities
laws and may not be offered or sold in the United
States absent registration or an exemption from the
registration requirements of the Securities Act. There shall be no
public offering of securities in the United
States.
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).
In
connection with the Placing Shares, the Joint Bookrunners and any
of their affiliates acting as an investor for its own account may
take up as a principal position any Placing Shares and in that
capacity may retain, purchase or sell for its own account such
shares. in addition, the Joint Bookrunners or their affiliates may
enter into financing arrangements and swaps with investors in
connection with which the Joint Bookrunners (or their affiliates)
may from time to time acquire, hold or dispose of shares. the Joint
Bookrunners do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so.
The
Joint Bookrunners are acting on behalf of the Seller and no one
else in connection with the Placing and will not be responsible to
any other person for providing the protections afforded to clients
of the Joint Bookrunners or for providing advice in relation to the
share sale.
Goldman
Sachs International and J.P. Morgan Securities plc are authorised
by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority
in the United Kingdom.
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 with respect to NatWest's financial
condition, results of operations and business, including its
strategic priorities, financial, investment and capital targets,
and climate and sustainability related targets, commitments and
ambitions described herein. Statements that are not historical
facts, including statements about NatWest's beliefs and
expectations, are forward-looking statements. Words, such as
'expect', 'estimate', 'project', 'anticipate', 'commit', 'believe',
'should', 'intend', 'will', 'plan', 'could', 'target', 'goal',
'objective', 'may', 'outlook', 'prospects' and similar expressions
or variations on these expressions are intended to identify
forward-looking statements. In particular, this document may
include forward-looking statements relating, but not limited to:
the successful completion of the placing, NatWest's outlook,
guidance and targets (including in relation to RoTE, total income,
other operating expenses, loan impairment rate, CET1 ratio, RWA
levels, payment of dividends and participation in directed
buybacks), its financial position, profitability and financial
performance, the implementation of its strategy, its access to
adequate sources of liquidity and funding, its regulatory capital
position and related requirements, its impairment losses and credit
exposures under certain specified scenarios, substantial regulation
and oversight, ongoing legal, regulatory and governmental actions
and investigations. 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
uncertainties, exposure to third party risk, operational risk,
conduct risk, cyber, data and IT risk, financial crime risk, key
person risk and credit rating risk and the impact of climate and
sustainability 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 2024 Annual Report and Accounts on Form
20-F, NatWest's Interim Management Statement for Q1 2025, and its
other public filings. 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.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
|
|
|
NatWest Group plc
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
14 July
2025
|
|
|
By:
|
/s/
Mark Stevens
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
Mark
Stevens
|
|
|
|
|
|
|
Title:
|
Assistant
Secretary
|
|
