UKGI sells shareholding in NatWest Group for £1.2bn

LONDON, UK: UK Government Investments Limited (UKGI) announced the successful completion of the disposal of part of Her Majesty’s Treasury’s (HM Treasury) shareholding in NatWest Group plc.

The disposal was effected by way of an off-market purchase by the Company of 549,851,147 ordinary shares in the Company with a nominal value of £1.00 each, pursuant to a contract between the Company and HM Treasury signed on 7 February 2019 and most recently reapproved by the Company’s shareholders at its Annual General Meeting on 28 April 2021.

The price paid by the Company for each Share was, in accordance with the Directed Buyback Contract, 220.5 pence, being the price at the close of trading on 25 March 2022 on the main market for listed securities of London Stock Exchange plc. The total consideration for the Off-Market Purchase will be £1,212,421,779.

As a result of the Off-Market Purchase, HM Treasury’s percentage of voting rights in the Company will fall below 50% to approximately 48.1% following cancellation of the purchased Shares, from approximately 50.6%. Going forward, HM Treasury’s percentage of voting rights may increase if Shares are purchased by the Company under its ongoing share buyback programme. Any such increases will, however, be offset (in whole or in part) by any sale of Shares by HM Treasury under the trading plan announced on 22 July 2021 and managed by Morgan Stanley & Co. International plc which has not been paused in connection with the Off-Market Purchase. The Panel on Takeovers and Mergers has confirmed that any such increases in HM Treasury’s percentage of voting rights as a result of share buybacks by the Company will not carry any consequences under Rule 9 of the City Code on Takeovers and Mergers.

UKGI and HM Treasury will continue to keep other disposal options under review so as to achieve value for money for taxpayers, including by way of accelerated bookbuilds.

Settlement of the Off-Market Purchase will occur on 30 March 2022.

Goldman Sachs is acting as Privatisation Adviser. Freshfields Bruckhaus Deringer LLP is acting as legal counsel to UKGI in respect of English and US law.

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