28 Jun 2021 12:11
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT
28 June 2021
On 7 June 2021, National Westminster Bank Plc (the "Issuer") launched an invitation to the holders of its outstanding securities detailed below (the "Securities") to tender any and all such Securities for purchase by the Issuer for cash (each such invitation an "Offer" and, together, the "Offers"). The Offers were made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 7 June 2021 (the "Tender Offer Memorandum") and were subject to the offer and distribution restrictions as more fully described in the Tender Offer Memorandum.
On 16 June 2021, the Issuer announced (the "Initial Results Announcement") the results of the Offers in respect of the Securities validly tendered by the Institutional Holders by the Institutional Holder Expiration Deadline. As described in the Initial Results Announcement, the Issuer accepted for purchase on 17 June 2021 (the "Initial Acceptance"), £14,327,240 in aggregate liquidation preference of the Preference Shares and £2,013,000 in aggregate principal amount of the Subordinated Notes. In the Initial Results Announcement, the Issuer also extended the Institutional Holder Expiration Deadline until 1.00 p.m. (London time) on 25 June 2021 for the submission of Non-Clearing System Tender Instructions from Institutional Holders (the "Extended Tender Instructions")
Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum or in the Initial Results Announcement.
The Issuer today announces that £9,323,719 in aggregate liquidation preference of the Preference Shares and £1,267,000 in aggregate principal amount of the Subordinated Notes have been validly tendered pursuant to the Offers (i) by the Retail Holders and (ii) pursuant to Extended Tender Instructions, and that the Issuer will accept all such validly tendered Securities for purchase in cash (the "Subsequent Acceptance" and, together with the Initial Acceptance, the "Final Acceptance").
The details of the Final Acceptance are set out in the table below:
Description of Securities | Aggregate Principal Amount / Liquidation Preference validly tendered and accepted for purchase pursuant to the Final Acceptance | Purchase Price | Expected aggregate Principal Amount / Liquidation Preference Outstanding following the Settlement Date (as defined below) |
£140,000,000 9.00 per cent. Non-cumulative Preference Shares Series A (the "Preference Shares") (ISIN: GB0006227051) | £23,650,959 | 175 per cent. | £116,349,041 |
£200,000,000 11.50 per cent Undated Subordinated Notes Callable on or after 17 December 2052 (the "Subordinated Notes") (ISIN: XS0041078535 and GB0006210255) | £3,280,000 | 185 per cent. | £30,952,000 |
The settlement date in respect of the Subsequent Acceptance is expected to be 29 June 2021 (the "Settlement Date"). On the Settlement Date, in addition to the Purchase Price for the relevant Securities tendered by the relevant Holders and accepted for purchase pursuant to the Offers, the Issuer will also pay an amount equal to any accrued and unpaid interest (in the case of the Subordinated Notes) or accrued and unpaid dividends (in the case of the Preference Shares) on the relevant Securities from, and including, the interest payment date or dividend payment date for the Securities immediately preceding the Settlement Date up to, but excluding, the Settlement Date.
The Issuer estimates the impact of the Final Acceptance will be a charge to income in its results for the second quarter of 2021 of approximately £20.6 million. After taking into account the estimated effect of taxation and based on risk weighted assets of £164.7 billion as reported for 31 March 2021, this would equate to a reduction in the Offeror's CET1 capital ratio of approximately 1 bp.
The Offers remain subject to the conditions and restrictions set out in the Tender Offer Memorandum. Full details concerning the Offers are set out in the Tender Offer Memorandum.
NatWest Markets Plc (Telephone: +44 20 7678 5222; Email: liabilitymanagement@natwestmarkets.com; Attention: Liability Management) and Banco Santander, S.A. (Telephone: +44 7418 709 688 / +44 7742 403 679; Email: Tommaso.GrosPietro@santanderCIB.co.uk; Adam.Crocker@santandercib.co.uk; Attention: Liability Management) are acting as Dealer Managers for the Offers, Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Email: natwest@lucid-is.com; Attention: David Shilson / Harry Ringrose) is acting as the Tender Agent and Computershare Investor Services PLC (Telephone: +44 (0)370 707 1206) is acting as the Registrar.
This announcement is released by National Westminster Bank Plc and contains information that qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR") as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of UK retained law, this announcement is made by Paul Pybus, Head of Debt Investor Relations, on behalf of National Westminster Bank Plc.
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Issuer, the Dealer Managers, the Registrar and the Tender Agent to inform themselves about and to observe any such restrictions. None of the Issuer, the Dealer Managers, the Registrar or the Tender Agent is providing Securityholders with any legal, business, tax or other advice in this announcement or the Tender Offer Memorandum.
Legal entity indentifier: 213800IBT39XQ9C4CP71