FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
November 2024
Commission
File Number: 001-10306
NatWest
Group plc
Gogarburn,
PO Box 1000
Edinburgh
EH12 1HQ
________________________________________________
(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.
Form
20-F __X__ Form
40-F _____
Indicate by check
mark whether the registrant by furnishing the information contained
in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange
Act of 1934.
Yes
_____ No __X__
If
“Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b): 82-
_____
This
report on Form 6-K, except for any information contained on any
websites linked in this report, shall be deemed incorporated by
reference into the company's Registration Statement on Form F-3
(File No. 333-261837) and to be a part thereof from the date which
it was filed, to the extent not superseded by documents or reports
subsequently filed or furnished.
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Exhibit
No. 1
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Off-Market Purchase
of Ordinary Shares from HMT dated 11 November 2024
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Exhibit
No. 2
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Q3 2024
Pillar 3 dated 12 November 2024
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Exhibit
No. 1
NatWest Group plc
11 November 2024
Off-market purchase of 262,605,042 ordinary shares from His
Majesty's Treasury ("HM Treasury")
NatWest Group plc (the "Company") has agreed with HM Treasury to
make an off-market purchase (the "Off-Market Purchase") of
262,605,042 ordinary shares in the Company with a nominal value
of £1.0769* each ("Ordinary Shares") at a price of
380.8 pence per Ordinary Share, being the closing price of the
Ordinary Shares on the London Stock Exchange on 8 November 2024.
The total consideration for the Off-Market Purchase will be
£1 billion.
Paul Thwaite, CEO of NatWest Group commented:
"As a
result of NatWest Group's continued strong performance, we are
pleased to have today completed our second buy back of government
shares of 2024, further reducing HM Treasury's
shareholding.
This transaction represents another important
milestone on the path to full
privatisation. We believe it is a positive
use of capital for the bank and for our shareholders
and we are pleased with the
sustained momentum in reducing HM Treasury's stake
in NatWest
Group throughout this
year."
The purchased Ordinary Shares represent 3.16 per cent of the
Company's issued Ordinary Share capital (excluding treasury
shares). The Off-Market Purchase is expected to settle on 13
November 2024.
A contract (the "Directed Buyback Contract") between the Company
and HM Treasury was approved by the shareholders of the Company at
a General Meeting held on 6 February 2019 and signed on 7 February
2019. Amendments to the Directed Buyback Contract were approved by
the shareholders of the Company at a General Meeting held on 25
August 2022 and signed on 17 November 2022 and at the Annual
General Meeting held on 23 April 2024 (the "2024 AGM") and signed
on 7 May 2024. The authority from shareholders to make
off-market purchases of Ordinary Shares from HM Treasury (or its
nominee) under the terms of the Directed Buyback Contract was
renewed at the 2024 AGM.
The Company intends to cancel all of the purchased Ordinary
Shares.
HM Treasury is a related party to the Company and the
Off-Market Purchase, when aggregated with the other
transactions referred to in this announcement,
constitutes a related party transaction under UK Listing Rule
8.2.1R and this announcement is therefore being made
in accordance with that rule. Pursuant to the changes to the
Listing Rules which came into effect on 29 July 2024, the
Board of the Company (the "Board") confirms its view that the
Off-Market Purchase is fair and reasonable as far as the
shareholders of the Company are concerned and that the Board has
been so advised by Merrill Lynch International, a sponsor to
the Company.
The following transactions or arrangements between the Company and
HM Treasury have taken place in the last 12 months and were related
party transactions for the purposes of UK Listing Rule
8.2.1R.
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Description
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Value
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Off-market purchase by the Company of shares from
HM Treasury, as announced on 31 May 2024 Off-Market Purchase of Ordinary Shares from HMT
(investis.com)
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£1,240,921,312.75
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Agreement
for the Company to cover costs incurred and to be incurred by HM
Treasury and UK Government Investments on behalf of HM Treasury in
connection with HM Treasury's holding of Ordinary Shares in the
Company and its disposal of such shares
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Up
to £19,000,000
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Upon settlement of the above transaction:
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the Company will hold 287,667,803 of its Ordinary Shares
as treasury shares;
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Company will have in issue 8,043,477,072 Ordinary Shares (excluding
treasury shares) and 483,140 Cumulative Preference Shares of
£1; and
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HM Treasury will hold approximately 12.03** per cent. of
the Company's voting rights.
The Company continues to target a CET1 ratio in the range of
13-14%.
*The nominal value of Ordinary Shares without rounding is
£1.076923076923077 per share
** This number is based on the Company's most recent TR-1
notification of major shareholdings on 31 October 2024 in respect
of HM Treasury's shareholding notification dated 30 October 2024
and does not take into account any sales executed by HM Treasury
since the notification date.
Further information:
Investor Relations
+ 44 (0)207 672 1758
Media Relations
+44 (0)131 523 4205
Legal Entity
Identifier: 2138005O9XJIJN4JPN90
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 that include, without limitation,
the words 'deliver', 'ambition', 'expect', 'estimate', 'project',
'anticipate', 'commit', 'believe', 'should', 'intend', 'will',
'plan', 'could', 'probability', 'risk', 'target', 'goal',
'objective', 'may', 'endeavour', 'outlook', 'optimistic',
'prospects' and similar expressions or variations on these
expressions. These statements concern or may affect future matters,
such as NatWest Group's future economic results, business plans and
strategies. In particular, this document may include
forward-looking statements relating to NatWest Group plc in respect
of, but not limited to: its outlook, guidance and targets
(including in relation to RoTE, income, operating costs, loan
impairment rate, CET1 ratio, RWA levels, payment of dividends and
participation in directed buybacks), its expectations in relation
to the Off-Market Purchase settlement date and its intentions in
respect of the Ordinary Shares (including the number of
outstanding Ordinary Shares, and their reissuance or cancellation),
its economic and political risks, its financial position,
profitability and financial performance, the implementation of its
strategy, and HMT's voting rights percentage. 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 (such as the direct and indirect impacts of
escalating armed conflicts) and the impact of climate-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 Group plc's actual results are
discussed in NatWest Group plc's 2023 Annual Report on Form 20-F,
NatWest Group plc's Interim Management Statement for Q1, Q3 and H1
2024 on Form 6-K, and its other public filings. The forward-looking
statements contained in this document speak only as of the date of
this document and NatWest Group plc 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.
Exhibit
No. 2
NatWest Group plc
12 November 2024
Q3 2024 Pillar 3
NatWest Group plc today announces the publication of the Q3 2024
Pillar 3 documents for the following large subsidiaries
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NatWest Holdings Limited
NatWest Markets Plc
National Westminster Bank Plc
The Royal Bank of Scotland plc
The Royal Bank of Scotland International Limited
Coutts & Company
The Q3 2024 Pillar 3 documents are available on the NatWest Group
plc website at
https://investors.natwestgroup.com/reports-archive
For further information, please contact
NatWest Group Investor Relations
Investor.relations@natwest.com
+44 207 672 1758
NatWest Group Press Office
+44 131 523 4205
LEI:
2138005O9XJIJN4JPN90 - NatWest Group plc
213800GDQMMREYFLQ454 - NatWest Holdings Limited
RR3QWICWWIPCS8A4S074 - NatWest Markets Plc
213800IBT39XQ9C4CP71 - National Westminster Bank Plc
549300WHU4EIHRP28H10 - The Royal Bank of
Scotland plc
21380078CCZSEEIIKA41 - The Royal Bank of Scotland International
Limited
549300OLXJ4Y010LOT34 - Coutts & Company
Signatures
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.
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NATWEST
GROUP plc (Registrant)
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Date:
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29
November 2024
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By:
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Name:
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Mark
Stevens
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Title:
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Assistant
Secretary
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NatWest (NYSE:NWG)
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